Exhibit 10a(iii)

         _________________________________________________________

                        FINGERHUT RECEIVABLES, INC.

                                 Transferor

                          FINGERHUT NATIONAL BANK

                                  Servicer

                                    and

                      THE BANK OF NEW YORK (DELAWARE)

                                  Trustee

             on behalf of the Series 1997-1 Certificateholders

               AMENDED AND RESTATED SERIES 1997-1 SUPPLEMENT

                         Dated as of April 21, 1997

                                     to

            AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

                        Dated as of January 12, 1997
                    ____________________________________

                           FINGERHUT MASTER TRUST

                           Variable Funding Trust
                    Certificates, Series 1997-1, Class A

            $51,100,000 Floating Rate Accounts Receivable Trust
                    Certificates, Series 1997-1, Class B

                           Variable Funding Trust
                    Certificates, Series 1997-1, Class C

         _________________________________________________________
                             TABLE OF CONTENTS

                                                                  Page

     SECTION 1.  Designation . . . . . . . . . . . . . . . . . . .   1

     SECTION 2.  Definitions . . . . . . . . . . . . . . . . . . .   1

     SECTION 3.  Reassignment Terms  . . . . . . . . . . . . . . .  23

     SECTION 4.  Delivery and Payment for the Series 1997-1 
                  Certificates . . . . . . . . . . . . . . . . . .  23

     SECTION 5.  Form of Delivery of Series 1997-1 Certificates  .  24

     SECTION 6.  Article IV of Agreement . . . . . . . . . . . . .  24

                                  ARTICLE IV

                      RIGHTS OF CERTIFICATEHOLDERS AND
                 ALLOCATION AND APPLICATION OF COLLECTIONS

          Section 4.4  Rights of Certificateholders  . . . . . . .  24
          Section 4.5   Collections and Allocation; Payment on
                        Exchangeable Transferor Certificate  . . .  25
          Section 4.6   Determination of Interest for the Series
                        1997-1 Certificates  . . . . . . . . . . .  26
          Section 4.7   Determination of Principal Amounts . . . .  27
          Section 4.8   Shared Principal Collections . . . . . . .  30
          Section 4.9   Application of Funds on Deposit in the 
                        Collection Account for the Certificates  .  31
          Section 4.10  Coverage of Required Amount for the
                        Series 1997-1 Certificates . . . . . . . .  41
          Section 4.11  Payment of Certificate Interest  . . . . .  42
          Section 4.12  Payment of Certificate Principal . . . . .  42
          Section 4.13  Investor Charge-Offs . . . . . . . . . . .  43
          Section 4.14  Reallocated Principal Collections for the
                        Series 1997-1 Certificates . . . . . . . .  45
          Section 4.15  Payment Reserve Account  . . . . . . . . .  46

     SECTION 7.  Article V of the Agreement  . . . . . . . . . . .  47

                                   ARTICLE V

                   DISTRIBUTIONS AND REPORTS TO INVESTOR
                             CERTIFICATEHOLDERS

          Section 5.1   Distributions  . . . . . . . . . . . . . .  47
          Section 5.2   Certificateholders' Statement  . . . . . .  49

     SECTION 8.  Article VI of the Agreement . . . . . . . . . . .  51

                                  ARTICLE VI

                              THE CERTIFICATES

          Section 6.15  Additional Class A Invested Amounts  . . .  51
          Section 6.16  Additional Class C Invested Amounts  . . .  53
          Section 6.17  Extension  . . . . . . . . . . . . . . . .  54

     SECTION 9.  Series 1997-1 Pay Out Events  . . . . . . . . . .  56

     SECTION 10.  Series 1997-1 Termination  . . . . . . . . . . .  58

     SECTION 11.  Pre-Payment of Certificates  . . . . . . . . . .  59
     SECTION 12.  Legends; Transfer and Exchange; Restrictions on
                  Transfer of Series 1997-1 Certificates; Tax 
                  Treatment  . . . . . . . . . . . . . . . . . . .  60

     SECTION 13.  Sale of Class C Certificates . . . . . . . . . .  68

     SECTION 14.  Purchases of Certificates by the Transferor  . .  70

     SECTION 15.  Increased Costs  . . . . . . . . . . . . . . . .  70

     SECTION 16.  Replacement of Certain Investor
                  Certificateholders . . . . . . . . . . . . . . .  74

     SECTION 17.  FCI Note . . . . . . . . . . . . . . . . . . . .  74

     SECTION 18.  GOVERNING LAW  . . . . . . . . . . . . . . . . .  75

     SECTION 19.  Instructions in Writing  . . . . . . . . . . . .  75

     SECTION 20.  Amendments . . . . . . . . . . . . . . . . . . .  75

     SECTION 21.  Ratification of Agreement  . . . . . . . . . . .  77

     SECTION 22.  Counterparts . . . . . . . . . . . . . . . . . .  77  
                                  EXHIBITS

     EXHIBIT A      Form of Class A Investor Certificate
     EXHIBIT B      Form of Class B Investor Certificate
     EXHIBIT C      Form of Class C Certificate
     EXHIBIT D      Form of Monthly Certificateholders' Statement
     EXHIBIT E      Form of 144A Exchange Notice and Certification
     EXHIBIT F      Form of Extension Notice
     EXHIBIT G      Form of Investor Certificateholder Election Notice  

                    AMENDED AND RESTATED SERIES 1997-1 SUPPLEMENT,
          dated as of April 21, 1997 (this "Series Supplement") by
          and among FINGERHUT RECEIVABLES, INC., a corporation
          organized and existing under the laws of the State of
          Delaware, as Transferor (the "Transferor"), FINGERHUT
          NATIONAL BANK, a national banking association organized
          and existing under the laws of the United States, as
          Servicer (the "Servicer"), and THE BANK OF NEW YORK
          (DELAWARE), a Delaware banking corporation organized and
          existing under the laws of the State of Delaware, as
          trustee (together with its successors in trust thereunder
          as provided in the Agreement referred to below, the
          "Trustee") under the Amended and Restated Pooling and
          Servicing Agreement, dated as of January 12, 1997, as
          amended, supplemented or otherwise modified from time to
          time (the "Agreement"), among the Transferor, the
          Servicer and the Trustee.

                    Section 6.9 of the Agreement provides, among
          other things, that the Transferor and the Trustee may at
          any time and from time to time enter into a supplement to
          the Agreement for the purpose of authorizing the issuance
          by the Trustee to the Transferor, for execution and
          redelivery to the Trustee for authentication, of one or
          more Series of Certificates.

                    Pursuant to this Series Supplement, the
          Transferor and the Trustee shall create a new Series of
          Investor Certificates and shall specify the Principal
          Terms thereof.

                    SECTION 1.  Designation.  There is hereby
          created a Series of Investor Certificates to be issued
          pursuant to the Agreement and this Series Supplement to
          be known generally as the "Series 1997-1 Certificates." 
          The Series 1997-1 Certificates shall be issued in three
          Classes, which shall be designated generally as the
          Variable Funding Trust Certificates, Series 1997-1, Class
          A (the "Class A Certificates"), the Floating Rate
          Accounts Receivable Trust Certificates, Series 1997-1,
          Class B (the "Class B Certificates") and the Variable
          Funding Trust Certificates, Series 1997-1, Class C (the
          "Class C Certificates").  Series 1997-1 shall be a Series
          of Variable Funding Certificates.

                    SECTION 2.  Definitions.  In the event that any
          term or provision contained herein shall conflict with or
          be inconsistent with any provision contained in the
          Agreement, the terms and provisions of this Series
          Supplement shall govern with respect to the Series 1997-1
          Certificates.  All Article, Section or subsection
          references herein shall mean Article, Section or
          subsections of the Agreement, as amended or supplemented
          by this Series Supplement, except as otherwise provided
          herein.  All capitalized terms not otherwise defined
          herein are defined in the Agreement.  Each capitalized
          term defined herein shall relate only to the Series 1997-
          1 Certificates and no other Series of Certificates issued
          by the Trust.

                    "Additional Class A Invested Amounts" shall
          have the meaning specified in Section 6.15 of the
          Agreement. "Additional Class C Invested Amounts" shall
          have the meaning specified in Section 6.16 of the
          Agreement.

                    "Amortization Period" shall mean the period
          beginning on the day following the last day of the
          Revolving Period and ending on the Series 1997-1
          Termination Date.

                    "Amortization Period Commencement Date" shall
          mean (i) the earlier of the first day of the May 1998
          Monthly Period and the Pay Out Commencement Date or (ii)
          if there is any Extension, the earlier of the date
          specified as such in the most recent Extension Notice and
          the Pay Out Commencement Date.

                    "Available Series 1997-1 Imputed Yield
          Collections" shall have the meaning specified in
          subsection 4.9(a) of the Agreement.

                    "Base Rate" shall mean, as of any Business Day,
          the sum of (i) the average of the Class A Certificate
          Rate and the Class B Certificate Rate, each weighted by
          the unpaid principal amount of such Class of Certificates
          as of such Business Day, plus (ii) the Series Servicing
          Fee Percentage.

                    "Benefit Plan" shall mean (i) an employee
          benefit plan (as defined in Section 3(3) of ERISA) that
          is subject to the provisions of Title I of ERISA, (ii) a
          plan described in Section 4975(e)(1) of the Internal
          Revenue Code or (iii) any entity whose underlying assets
          include plan assets by reason of a plan's investment in
          the entity.

                    "Carryover Class A Interest" shall mean with
          respect to any Business Day (a) any Class A Interest due
          but not paid on any previous Distribution Date plus (b)
          any Class A Additional Interest due on the next
          succeeding Distribution Date.

                    "Carryover Class B Interest" shall mean with
          respect to any Business Day (a) any Class B Interest due
          but not paid on any previous Distribution Date plus (b)
          any Class B Additional Interest due on the next
          succeeding Distribution Date.

                    "Class A Additional Interest" shall have the
          meaning specified in subsection 4.6(a) of the Agreement.

                    "Class A Adjusted Invested Amount"  shall mean,
          with respect to any date of determination, an amount
          equal to the Class A Invested Amount minus the Defeasance
          Account Balance to be applied to the repayment of
          principal of the Series 1997-1 Certificates on such date
          of determination.

                    "Class A Available Commitment" shall mean
          initially $538,900,000 but (i) may be increased from time
          to time to an amount not to exceed the Class A Maximum
          Invested Amount by written notice from the Transferor to
          the Trustee and the Servicer and (ii) shall be
          permanently reduced from time to time by (x) an amount         
          equal to the Defeasance Account Balance to be applied to
          the repayment of principal of the Series 1997-1
          Certificates and (y) the amount of principal payments
          made to the Class A Certificateholders pursuant to
          subsection 11(a) of this Series Supplement; provided,
          however, that the Class A Available Commitment shall at
          no time be reduced to an amount less than the outstanding
          principal amount of the Class A Certificates, Class B
          Certificates and Class C Certificates of Series 1994-1;
          provided, further, that if the Class A Certificateholders
          shall permanently no longer be obligated to make future
          purchases hereunder, the Class A Available Commitment
          shall be zero.

                    "Class A Breakage Costs" shall have the meaning
          specified in subsection 11(b) of this Agreement.

                    "Class A Certificateholders" shall mean the
          Persons in whose names the Class A Certificates are
          registered in the Certificate Register.

                    "Class A Certificateholders' Interest" shall
          mean the portion of the Series 1997-1 Certificateholders'
          Interest evidenced by the Class A Certificates.

                    "Class A Certificates" shall mean the variable
          funding certificates executed by the Transferor and
          authenticated by or on behalf of the Trustee,
          substantially in the form of Exhibit A hereto.

                    "Class A Certificate Rate" shall mean with
          respect to each Interest Accrual Period, a per annum rate
          .25% in excess of the LIBOR Rate, as determined on the
          related LIBOR Determination Date.

                    "Class A Costs" shall mean with respect to any
          Business Day, the sum of (a) the increased costs, if any,
          specified in Section 15 of this Series Supplement, (b)
          Class A Breakage Costs and (c) the product of (i) a
          fraction the numerator of which is the actual number of
          days from but excluding the next preceding Business Day
          to and including the current Business Day and the
          denominator of which is the actual number of days in the
          then current calendar year, (ii) the excess of the Class
          A Available Commitment over the Class A Invested Amount
          on such Business Day after giving effect to all
          transactions on such Business Day and (iii) .125%.

                    "Class A Floating Allocation Percentage" shall
          mean, with respect to any Business Day, the percentage
          equivalent of a fraction, the numerator of which is the
          Class A Adjusted Invested Amount on such day after taking
          into account all adjustments of the Class A Invested
          Amount on such day and the denominator of which is the
          greater of (a) the total amount of Principal Receivables
          in the Trust and the amounts on deposit in the Excess
          Funding Account as of the end of the preceding Business
          Day and (b) the sum of the numerators with respect to all
          Classes of all Series then outstanding used to calculate
          the applicable allocation percentage; provided, however,
          that with respect to the allocation of Principal
          Collections on and prior to the Series 1994-1 Funding
          Date, the numerator specified above shall be zero. 

                    "Class A Interest" shall mean the interest
          distributable in respect of the Class A Certificates as
          calculated in accordance with subsection 4.6(a) of the
          Agreement.

                    "Class A Interest Shortfall" shall have the
          meaning specified in subsection 4.6(a) of the Agreement.

                    "Class A Invested Amount" shall mean, when used
          with respect to any Business Day, an amount equal to (a) 
          $59,600,000, plus (b) the aggregate principal amount of
          any Additional Class A Invested Amounts purchased
          pursuant to Section 6.15 of the Agreement, minus (c) the
          aggregate amount of principal payments made to Class A
          Certificateholders through and including such Business
          Day, minus (d) the aggregate amount of Class A Investor
          Charge-Offs for all prior Distribution Dates, minus (e)
          the Class A Invested Amount represented by any Class A
          Certificates purchased by the Transferor on the secondary
          market which have been cancelled by the Trustee at the
          Transferor's request in accordance with Section 14 of
          this Series Supplement, plus (f) the sum of (x) the
          aggregate amount allocated with respect to Class A
          Investor Charge-Offs and available on all prior
          Distribution Dates pursuant to subsection 4.9(a)(vi) of
          the Agreement and, with respect to such subsection,
          pursuant to subsections 4.10(a) and (b) and Section 4.14
          of the Agreement and (y) the amount designated pursuant
          to subsection 4.13(d) of the Agreement for the purpose of
          reinstating amounts reduced pursuant to the foregoing
          clause (d).

                    "Class A Investor Charge-Offs" shall have the
          meaning specified in subsection 4.13(c) of the Agreement.

                    "Class A Investor Percentage" shall mean, for
          any Business Day, (a) with respect to Imputed Yield
          Receivables and Defaulted Receivables at any time or
          Principal Receivables during the Revolving Period, the
          Class A Floating Allocation Percentage and (b) with
          respect to Principal Receivables during the Amortization
          Period, the Fixed/Floating Allocation Percentage.

                    "Class A Maximum Invested Amount" shall mean
          $848,900,000.

                    "Class A Outstanding Principal Amount" shall
          mean with respect to the Class A Certificates, when used
          with respect to any Business Day, an amount equal to (a)
          $59,600,000, plus (b) the aggregate principal amount of
          any Additional Class A Invested Amounts purchased by the
          Class A Certificateholders on or prior to such Business
          Day pursuant to Section 6.15 of the Agreement minus (c)
          the aggregate amount of principal payments made to the
          Class A Certificateholders on or prior to such Business
          Day minus (d) the Class A Invested Amount represented by
          any Class A Certificate purchased by the Transferor on
          the secondary market which have been cancelled by the
          Trustee at the Transferor's request in accordance with
          Section 14 of this Series Supplement.

                    "Class A Percentage" shall mean a fraction the
          numerator of which is the Class A Invested Amount and the          
          denominator of which is the sum of the Class A Invested
          Amount, the Class B Invested Amount and the Class C
          Invested Amount.

                    "Class A Principal" shall mean the principal
          distributable in respect of the Class A Certificates as
          calculated in accordance with subsection 4.7(a) of the
          Agreement.

                    "Class A Required Amount" shall mean the amount
          determined by the Servicer on each Business Day equal to
          the excess, if any, of (x) the sum of (i) the amount
          described in subsection 4.9(a)(i)(y) of the Agreement for
          such Business Day, (ii) the Class A Floating Allocation
          Percentage of the Servicing Fee for such Business Day,
          (iii) the Class A Floating Allocation Percentage of the
          Default Amount, if any, for such Business Day and, to the
          extent not previously paid, for any previous Business Day
          in such Monthly Period, (iv) on each Transfer Date the
          Class A Percentage of the Series Allocation Percentage of
          the Adjustment Payment required to be made by the
          Transferor but not made on such Transfer Date and (v) the
          amount of unreimbursed Class A Investor Charge-Offs over
          (y) the Available Series 1997-1 Imputed Yield Collections
          plus any Excess Imputed Yield Collections from other
          Series and any Transferor Imputed Yield Collections
          allocated with respect to the amounts described in
          clauses (x)(i) through (v).

                    Class B Additional Interest" shall have the
          meaning specified in subsection 4.6(b) of the Agreement.

                    "Class B Adjusted Invested Amount" shall mean,
          with respect to any date of determination, an amount
          equal to the Class B Invested Amount minus the excess of
          the Defeasance Account Balance to be applied to the
          repayment of principal of the Series 1997-1 Certificates
          over the Class A Invested Amount on such date of
          determination.

                    "Class B Breakage Costs" shall have the meaning
          specified in subsection 11(b) of this Series Supplement.

                    "Class B Certificateholders" shall mean the
          Persons in whose names the Class B Certificates are
          registered in the Certificate Register.

                    "Class B Certificateholders' Interest" shall
          mean the portion of the Series 1997-1 Certificateholders'
          Interest evidenced by the Class B Certificates.

                    "Class B Certificate Rate" shall mean with
          respect to each Interest Accrual Period, a per annum rate
          equal to the sum of the LIBOR Rate and .35%, as
          determined on the related LIBOR Determination Date.

                    "Class B Certificates" shall mean any of the
          certificates executed by the Transferor and authenticated
          by or on behalf of the Trustee, substantially in the form
          of Exhibit B hereto.

                    "Class B Daily Principal Amount" shall have the
          meaning specified in subsection 4.9(c)(ii) of the Agreement. 

                    "Class B Fixed/Floating Allocation Percentage"
          shall mean for any Business Day the percentage equivalent
          of a fraction, the numerator of which is the Class B
          Invested Amount at the end of the last day of the
          Revolving Period and the denominator of which is the
          greater of (a) the sum of the aggregate amount of
          Principal Receivables and the amount on deposit in the
          Excess Funding Account at the end of the preceding
          Business Day and (b) the sum of the numerators used to
          calculate the allocation percentages with respect to
          Principal Collections for all Series.

                    "Class B Floating Allocation Percentage" shall
          mean, with respect to any Business Day, the percentage
          equivalent of a fraction, the numerator of which is the
          Class B Adjusted Invested Amount as of the end of the
          preceding Business Day and the denominator of which is
          the greater of (a) the total amount of Principal
          Receivables in the Trust and the amount on deposit in the
          Excess Funding Account as of the end of the preceding
          Business Day and (b) when used with respect to Principal
          Collections only, the sum of the numerators with respect
          to all Classes of all Series then outstanding used to
          calculate the applicable allocation percentage; provided,
          however, that with respect to the allocation of Principal
          Collections on and prior to the Series 1994-1 Funding
          Date, the numerator specified above shall be zero.

                    "Class B Interest" shall mean the interest
          distributable in respect of the Class B Certificates as
          calculated in accordance with subsection 4.6(b) of the
          Agreement.

                    "Class B Interest Shortfall" shall have the
          meaning specified in subsection 4.6(b) of the Agreement.

                    "Class B Invested Amount" shall mean, when used
          with respect to any Business Day, an amount equal to (a)
          $51,100,000, minus (b) the aggregate amount of principal
          payments made to Class B Certificateholders through and
          including such Business Day, minus (c) the aggregate
          amount of Class B Investor Charge-Offs for all prior
          Distribution Dates, minus (d) the aggregate amount of
          Reallocated Class B Principal Collections for which the
          Class C Invested Amount has not been reduced for all
          prior Business Days, minus (e) the Class B Invested
          Amount represented by any Class B Certificates purchased
          by the Transferor on the secondary market which have been
          cancelled by the Trustee at the Transferor's request in
          accordance with Section 14 of this Series Supplement, and
          plus (f) the sum of (x) the aggregate amount allocated
          and available on all prior Business Days pursuant to
          subsection 4.9(a)(vii) of the Agreement and, with respect
          to such subsection, pursuant to subsections 4.10(a) and
          (b) and Section 4.14 of the Agreement and (y) the amount
          designated pursuant to subsection 4.13(d) of the
          Agreement for the purpose of reinstating amounts reduced
          pursuant to the foregoing clauses (c) and (d).

                    "Class B Investor Charge-Offs" shall have the
          meaning specified in subsection 4.13(b) of the Agreement. 

                    "Class B Investor Percentage" shall mean, for
          any Distribution Date, (a) with respect to Imputed Yield
          Receivables and Defaulted Receivables at any time or
          Principal Receivables during the Revolving Period, the
          Class B Floating Allocation Percentage and (b) with
          respect to Principal Receivables during the Amortization
          Period, the Fixed/Floating Allocation Percentage.

                    "Class B Outstanding Principal Amount" shall
          mean, when used with respect to any Business Day, an
          amount equal to (a) $51,100,000, minus (b) the aggregate
          amount of principal payments made to Class B
          Certificateholders on or prior to such Business Day,
          minus (c) the Class B Invested Amount represented by any
          Class B Certificates purchased by the Transferor on the
          secondary market which have been cancelled by the Trustee
          at the Transferor's request in accordance with Section 14
          of this Series Supplement.

                    "Class B Percentage" shall mean a fraction the
          numerator of which is the Class B Invested Amount and the
          denominator of which is the sum of the Class A Invested
          Amount, the Class B Invested Amount and the Class C
          Invested Amount.

                    "Class B Principal" shall mean the principal
          distributable in respect of the Class B Certificates as
          calculated in accordance with subsection 4.7(b) of the
          Agreement.

                    "Class B Principal Payment Commencement Date"
          shall mean the earlier of (a) the first Distribution Date
          in an Amortization Period on which the Class A Invested
          Amount equals or is reduced to zero or, if there are no
          Principal Collections allocable to the Series 1997-1
          Certificates remaining after payments have been made to
          the Class A Certificateholders on such Distribution Date,
          the Distribution Date following the Distribution Date on
          which the Class A Invested Amount is paid in full and (b)
          the Distribution Date following a sale or repurchase of
          the Receivables as set forth in Section 2.4(e), 9.2,
          10.2, 12.1 or 12.2 of the Agreement or Section 3 of this
          Series Supplement after the Class A Invested Amount has
          been paid in full.

                    "Class B Required Amount" shall mean the amount
          determined by the Servicer on each Business Day equal to
          the excess, if any, of (x) the sum of (i) the amount
          described in subsection 4.9(a)(ii)(y) of the Agreement
          for such Business Day, (ii) the Class B Floating
          Allocation Percentage of the Servicing Fee for such
          Business Day, (iii) the Class B Floating Allocation
          Percentage of the Default Amount, if any, for such
          Business Day and, to the extent not previously paid, for
          any previous Business Day in such Monthly Period, (iv) on
          each Transfer Date, the Class B Percentage of the Series
          Allocation Percentage of the Adjustment Payment required
          to be made by the Transferor but not made on such
          Transfer Date and (v) the unreimbursed amount by which
          the Class B Invested Amount has been reduced on prior
          Business Days pursuant to clauses (c) and (d) of the
          definition of Class B Invested Amount over (y) the
          Available Series 1997-1 Imputed Yield Collections plus         
          any Excess Imputed Yield Collections from other Series
          and any Transferor Imputed Yield Collections allocated
          with respect to the amounts described in clauses (x)(i)
          through (v).

                    "Class C Adjusted Invested Amount" shall mean,
          with respect to any date of determination, an amount
          equal to the Class C Invested Amount minus the excess of
          the Defeasance Account Balance over the Class A Invested
          Amount and Class B Invested Amount on such date of
          determination.

                    "Class C Certificateholders" shall mean the
          Persons in whose names the Class C Certificates are
          registered in the Certificate Register.

                    "Class C Certificateholders' Interest" shall
          mean the portion of the Series 1997-1 Certificateholders'
          Interest evidenced by the Class C Certificates.

                    "Class C Certificate Rate" shall mean with
          respect to each Interest Accrual Period, a rate set
          initially at zero; provided, however, that such
          certificate rate may be increased pursuant to the terms
          of a supplemental agreement or amended and restated
          series supplement entered into in accordance with Section
          13 of this Series Supplement.

                    "Class C Certificates" shall mean any of the
          certificates executed by the Transferor and authenticated
          by or on behalf of the Trustee, substantially in the form
          of Exhibit C hereto.

                    "Class C Daily Principal" shall have the
          meaning specified in subsection 4.7(c) of the Agreement.

                    "Class C Daily Principal Amount" shall have the
          meaning specified in subsection 4.9(c)(iii) of the
          Agreement.

                    "Class C Fixed/Floating Allocation Percentage"
          shall mean for any Business Day, the percentage
          equivalent of a fraction, the numerator of which is the
          Class C Invested Amount at the end of the last day of the
          Revolving Period (or, if the Pay Out Commencement Date
          occurs prior to the Series 1994-1 Funding Date, the Class
          C Invested Amount at the end of the day on the Series
          1994-1 Funding Date) and the denominator of which is the
          greater of (a) the sum of the aggregate amount of
          Principal Receivables and the amount on deposit in the
          Excess Funding Account at the end of the preceding
          Business Day and (b) the sum of the numerators used to
          calculate the allocation percentages with respect to
          Principal Collections for all Series; provided, however,
          that with respect to the allocation of Principal
          Collections on and prior to the Series 1994-1 Funding
          Date, the numerator specified above shall be zero.

                    "Class C Floating Allocation Percentage" shall
          mean, with respect to any Business Day, the percentage
          equivalent of a fraction, the numerator of which is the
          Class C Adjusted Invested Amount as of the end of the
          preceding Business Day and the denominator of which is        
          the greater of (a) the total amount of Principal
          Receivables in the Trust and the amount on deposit in the
          Excess Funding Account as of the end of the preceding
          Business Day and (b) the sum of the numerators with
          respect to all Classes of all Series then outstanding
          used to calculate the applicable allocation percentage;
          provided, however, that with respect to the allocation of
          Principal Collections on and prior to the Series 1994-1
          Funding Date, the numerator specified above shall be
          zero.

                    "Class C Invested Amount" shall mean, when used
          with respect to any Business Day, an amount equal to (a)
          upon the initial issuance of the Class C Certificate,
          zero, plus (b) the aggregate principal amount of any
          Additional Class C Invested Amounts pursuant to Section
          6.16 of the Agreement, minus (c) the aggregate amount of
          principal payments made to Class C Certificateholders
          through and including such Business Day, minus (d) the
          aggregate amount of Class C Investor Charge-Offs for all
          prior Distribution Dates pursuant to subsections 4.13(a)
          and 4.13(d) of the Agreement, minus (e) the aggregate
          amount of Reallocated Principal Collections for all prior
          Business Days, plus (f) the sum of the aggregate amount
          allocated and available on all prior Business Days
          pursuant to subsection 4.9(a)(viii) of the Agreement and,
          with respect to such subsection, pursuant to subsections
          4.10(a) and (b) of the Agreement, for the purpose of
          reinstating amounts reduced pursuant to the foregoing
          clauses (d) and (e).

                    "Class C Investor Charge-Offs" shall have the
          meaning specified in subsection 4.13(a) of the Agreement
          and shall include amounts specified in subsection
          4.13(d).

                    "Class C Investor Percentage" shall mean, for
          any Distribution Date, (a) with respect to Imputed Yield
          Receivables and Defaulted Receivables at any time or
          Principal Receivables during the Revolving Period, the
          Class C Floating Allocation Percentage and (b) with
          respect to Principal Receivables during the Amortization
          Period, the Fixed/Floating Allocation Percentage.

                    "Class C Outstanding Principal Amount" shall
          mean, when used with respect to any Business Day, an
          amount equal to (a) the aggregate principal amount of any
          Additional Class C Invested Amounts pursuant to Section
          6.16 of the Agreement, minus (b) the aggregate amount of
          principal payments made to Class C Certificateholders on
          or prior to such Business Day.

                    "Class C Percentage" shall mean a fraction the
          numerator of which is the Class C Invested Amount and the
          denominator of which is the sum of the Class A Invested
          Amount, the Class B Invested Amount and the Class C
          Invested Amount.

                    "Class C Principal" shall mean the principal
          distributable in respect of the Class C Certificates as
          calculated in accordance with subsection 4.7(c) of the
          Agreement. 

                    "Class C Principal Payment Commencement Date"
          shall mean the earlier of (a) the first Distribution Date
          in an Amortization Period on which the Class A Invested
          Amount and the Class B Invested Amount equal or are
          reduced to zero or, if there are no Principal Collections
          allocable to the Series 1997-1 Certificates remaining
          after payments have been made to the Class A Certificates
          and the Class B Certificates on such Distribution Date,
          the Distribution Date following the Distribution Date on
          which the Class A Invested Amount and the Class B
          Invested Amount are paid in full and (b) the Distribution
          Date following a sale or repurchase of the Receivables as
          set forth in Section 2.4(e), 9.2, 10.2, 12.1 or 12.2 of
          the Agreement or Section 3 of this Series Supplement
          after the Class A Invested Amount and Class B Invested
          Amount have been paid in full.

                    "Closing Date" shall mean January 21, 1997.

                    "Defeasance Account" shall have the meaning
          specified in subsection 11(a) of this Series Supplement.

                    "Defeasance Account Balance" shall mean, with
          respect to any date of determination, the principal
          amount, if any, on deposit in the Defeasance Account on
          such date of determination.

                    "Distribution Date" shall mean February 20,
          1997, and the twentieth day of each month thereafter, or
          if such day is not a Business Day, the next succeeding
          Business Day; provided, that the final Distribution Date
          with respect to the payment of principal and interest
          shall be the Scheduled Series 1997-1 Termination Date.

                    "Early Amortization Period" shall mean the
          period beginning on the day on which a Pay Out Event
          occurs or is deemed to have occurred and ending on the
          earlier of (i) the date on which the Class A Invested
          Amount, the Class B Invested Amount and the Class C
          Invested Amount have been paid in full and (ii) the
          Series 1997-1 Termination Date.

                    "Election Date" shall have the meaning
          specified in subsection 6.17(a) of the Agreement.

                    "Election Notice" shall have the meaning
          specified in subsection 6.17(a) of the Agreement.

                    "Enhancement" shall mean, with respect to the
          Class A Certificates, the subordination of the Class B
          Invested Amount and the Class C Invested Amount and with
          respect to the Class B Certificates, the subordination of
          the Class C Invested Amount.

                    "Eurocurrency Reserve Requirements" shall mean,
          for any day, the aggregate (without duplication) of the
          rates (expressed as a decimal fraction) of reserve
          requirements in effect on such day (including, without
          limitation, basic, supplemental, marginal and emergency
          reserves under any regulations of the Board or other
          Governmental Authority having jurisdiction with respect
          thereto) dealing with reserve requirements prescribed for
          eurocurrency funding (currently referred to as
          "Eurocurrency Liabilities" in Regulation D of the Board)
          maintained by a member bank of the Federal Reserve
          System.

                    "Excess Imputed Yield Collections" shall mean,
          with respect to any Business Day, as the context
          requires, either (x) the amount described in subsection
          4.9(a)(xii) of the Agreement allocated to the Series
          1997-1 Certificates but available to cover shortfalls in
          amounts paid from Imputed Yield Collections for other
          Series, if any, or (y) the aggregate amount of Imputed
          Yield Collections allocable to other Series in excess of
          the amounts necessary to make required payments with
          respect to such Series, if any, and available to cover
          shortfalls with respect to the Series 1997-1
          Certificates.

                    "Extension" shall mean the procedure by which
          the Investor Certificateholders consent to the extension
          of the Revolving Period to the new Amortization Period
          Commencement Date set forth in the Extension Notice,
          pursuant to Section 6.17 of the Agreement.

                    "Extension Date" shall mean April 20, 1998 or
          if an Extension has already occurred, the date of the
          next Extension Date set forth in the Extension Notice
          relating to the Extension then in effect (or, if any such
          date is not a Business Day, the next preceding Business
          Day).

                    "Extension Notice" shall have the meaning
          specified in subsection 6.17(a) of the Agreement.

                    "Extension Opinion" shall have the meaning
          specified in subsection 6.17(a) of the Agreement.

                    "Extension Tax Opinion" shall have the meaning
          specified in subsection 6.17(a) of the Agreement.

                    "FCI Note" shall have the meaning specified in
          Section 17 of this Series Supplement.

                    "FCI Note Required Amount" shall have the
          meaning specified in Section 17 of this Series
          Supplement.

                    "Fixed/Floating Allocation Percentage" shall
          mean for any Business Day the percentage equivalent of a
          fraction, the numerator of which is the Invested Amount
          at the end of the last day of the Revolving Period (or,
          if the Pay Out Commencement Date occurs prior to the
          Business Day on which the aggregate invested amount of
          the Series 1994-1 Class A, Class B and Class C Investor
          Certificates have been paid in full, on and after such
          date the Invested Amount at the end of the day on such
          date) and the denominator of which is the greater of (a)
          the sum of the aggregate amount of Principal Receivables
          and the amount on deposit in the Excess Funding Account
          as of the end of the preceding Business Day and (b) the
          sum of the numerators with respect to all Classes of all
          Series then outstanding used to calculate the applicable
          allocation percentage; provided, however, that with
          respect to the allocation of Principal Collections on and          
          prior to the end of the day on the Series 1994-1 Funding
          Date the numerator specified above shall be zero.

                    "Floating Allocation Percentage" shall mean for
          any Business Day the sum of the applicable Class A
          Floating Allocation Percentage, Class B Floating
          Allocation Percentage and Class C Floating Allocation
          Percentage for such Business Day.

                    "Interest Accrual Period" shall mean a Monthly
          Period and, with respect to a Distribution Date, the
          preceding Monthly Period; provided, however, that the
          initial Interest Accrual Period shall be the period from
          the Closing Date to and including the last day of the
          Monthly Period preceding the initial Distribution Date.

                    "Invested Amount" shall mean, when used with
          respect to any Business Day, an amount equal to the sum
          of (a) the Class A Invested Amount as of such Business
          Day, (b) the Class B Invested Amount as of such Business
          Day and (c) the Class C Invested Amount as of such
          Business Day; provided, however, that for purposes of
          determining the Servicing Fee and the Aggregate Invested
          Amount, the Invested Amount shall mean an amount equal to
          the sum of the Class A Adjusted Invested Amount, the
          Class B Adjusted Invested Amount and the Class C Adjusted
          Invested Amount as of such Business Day; provided,
          further, that for so long as the Series 1994-1
          Certificates are outstanding, for purposes of determining
          the Minimum Aggregate Principal Receivables under the
          Agreement, the Invested Amount shall be deemed to be
          zero.

                    "Investment Earnings" shall mean, with respect
          to any Business Day, the investment earnings on amounts
          on deposit in (i) the Payment Reserve Account, deposited
          in the Collection Account pursuant to subsection 4.15(c)
          of the Agreement and (ii) the Defeasance Account,
          deposited in the Collection Account pursuant to
          subsection 11(a) of this Series Supplement.

                    "Investor Certificateholder" shall mean the
          Holder of record of an Investor Certificate of Series
          1997-1.

                    "Investor Certificates" shall mean the Class A
          Certificates, the Class B Certificates and the Class C
          Certificates.

                    "Investor Charge-Offs" shall mean the sum of
          Class A Investor Charge-Offs, Class B Investor Charge-
          Offs and Class C Investor Charge-Offs.

                    "Investor Default Amount" shall mean, with
          respect to each Business Day, an amount equal to the
          product of the Default Amount identified since the prior
          reporting date and the Floating Allocation Percentage
          applicable for such Business Day.

                    "Investor Percentage" shall mean for any
          Business Day, (a) with respect to Imputed Yield
          Collections and Defaulted Amounts at any time or
          Principal Collections during the Revolving Period, the        
          Floating Allocation Percentage and (b) with respect to
          Principal Collections during the Amortization Period, the
          Fixed/Floating Allocation Percentage.

                    "LIBOR Base Rate" shall mean, for any Interest
          Accrual Period, the rate for deposits in United States
          dollars for a period equal to such Interest Accrual
          Period (commencing on the first day of the relevant
          Interest Accrual Period) which appears on Telerate Page
          3750 as of 11:00 A.M., London time, on the LIBOR
          Determination Date for such Interest Accrual Period;
          provided that, the LIBOR Base Rate for the Initial
          Interest Accrual Period shall be 5.44531%.  If such rate
          does not appear on Telerate Page 3750, the rate for such
          Interest Accrual Period will be determined on the basis
          of the rates at which deposits in United States dollars
          are offered by the Reference Banks (as defined below) at
          approximately 11:00 A.M., London time, on such LIBOR
          Determination Date to prime banks in the London interbank
          market for a period equal to such Interest Accrual Period
          (commencing on the first day of such Interest Accrual
          Period).  The Trustee will request the principal London
          office of each of the Reference Banks to provide a
          quotation of its rate.  If at least two such quotations
          are provided, the rate for such Interest Accrual Period
          will be the arithmetic mean of the quotations.  If fewer
          than two quotations are provided, the rate for such
          Interest Accrual Period will be the arithmetic mean of
          the rates quoted by major banks in New York City,
          selected by the Trustee, at approximately 11:00 A.M., New
          York City time, on the first day of such Interest Accrual
          Period for loans in United States dollars to leading
          European banks for a period equal to such Interest
          Accrual Period (commencing on the first day of such
          Interest Period).  As used in this definition, "Reference
          Banks" means four major banks in the London interbank
          market selected by the Trustee.

                    "LIBOR Determination Date" shall mean the
          second Business Day prior to the commencement of each
          Interest Accrual Period.  For purposes of this
          definition, a Business Day is any day on which banks in
          London and New York are open for the transaction of
          international business.

                    "LIBOR Rate" shall mean, with respect to each
          day during each Interest Accrual Period, a rate per annum
          determined for such day in accordance with the following
          formula (rounded upward to the nearest 1/100th of 1%):

                               LIBOR Base Rate             
                   1.00 - Eurocurrency Reserve Requirements

                    "Minimum Retained Percentage" shall mean 2%.

                    "Minimum Transferor Percentage" shall mean 0%;
          provided, however, that in certain circumstances such
          percentage may be increased.

                    "Monthly Period" shall have the meaning
          specified in the Agreement, except that the first Monthly
          Period with respect to the Series 1997-1 Certificates
          shall begin on and include the Closing Date and shall end          
          on and include the last day of the then current fiscal
          month of the Transferor.

                    "Net Revolving Principal Collections" shall
          have the meaning specified in subsection 4.9(b) of the
          Agreement.

                    "Negative Carry Amount" shall have the meaning
          specified in subsection 4.10(a) of the Agreement.

                    "Paying Agent" shall mean, for the Series
          1997-1 Certificates, The Bank of New York.

                    "Payment Reserve Account" shall have the
          meaning specified in subsection 4.15 of the Agreement.

                    "Pay Out Commencement Date" shall mean the date
          on which a Trust Pay Out Event is deemed to occur
          pursuant to Section 9.1 of the Agreement or a Series
          1997-1 Pay Out Event is deemed to occur pursuant to
          Section 9 of this Series Supplement.

                    "Percentage" shall mean, with respect to each
          Class A Certificateholder, the percentage equivalent of a
          fraction the numerator of which is the Class A Invested
          Amount of the Class A Certificate then held by such Class
          A Certificateholder and the denominator of which is the
          Class A Invested Amount.

                    "Portfolio Yield" shall mean for the Series
          1997-1 Certificates, with respect to any Monthly Period,
          the annualized percentage equivalent of a fraction, the
          numerator of which is an amount equal to the aggregate
          amount of Available Series 1997-1 Imputed Yield
          Collections for such Monthly Period (not including the
          Floating Allocation Percentage of the portion of Imputed
          Yield Collections for such period described in clause (D)
          of the definition thereof or the amounts on deposit in
          the Payment Reserve Account, if any), calculated on a
          cash basis, minus the sum of the aggregate Investor
          Default Amount for such Monthly Period and the Series
          Allocation Percentage of any Adjustment Payments which
          the Transferor is required but fails to make pursuant to
          the Agreement for such Monthly Period, and the
          denominator of which is the average daily Invested Amount
          for such Monthly Period. 

                    "Principal Shortfalls" shall mean on any
          Business Day (i) prior to the Amortization Period
          Commencement Date, zero and (ii) after the Amortization
          Period Commencement Date, the Invested Amount of the
          Class then receiving principal payments after the
          application of Principal Collections on such Business Day
          (less the amount then on deposit in the Principal Account
          for the benefit of such Class); provided, however, that
          on and prior to the Series 1994-1 Funding Date the
          Principal Shortfall for Series 1997-1 shall be equal to
          the lesser of the amount specified above and the maximum
          amount that will allow Shared Principal Collections
          allocable with respect to any principal shortfall for the
          Series 1994-1 Certificates to be equal to the full amount
          of the principal shortfall for such Series. 

                    "Program Bank" shall mean with respect to any
          SPCPC each liquidity provider and credit support provider
          for such SPCPC.

                    "Rating Agency" shall mean with respect to any
          Business Day each statistical rating agency selected by
          the Transferor to rate any Class of Certificates which on
          such Business Day has issued a rating which is
          outstanding with respect to such Class of Certificates.

                    "Rating Agency Condition" shall mean, at any
          time at which any Class of Certificates is rated by a
          Rating Agency, the written confirmation of the Rating
          Agency that a specified event or modification of the
          terms of the Investor Certificates will not result in the
          withdrawal or downgrade of the rating of such
          Certificates then in effect.

                    "Reallocated Class B Principal Collections"
          shall have the meaning specified in subsection 4.14(b) of
          the Agreement.

                    "Reallocated Class C Principal Collections"
          shall have the meaning specified in subsection 4.14(a) of
          the Agreement.

                    "Reallocated Principal Collections" shall mean
          the sum of Reallocated Class B Principal Collections and
          Reallocated Class C Principal Collections.

                    "Required Amount" shall have the meaning
          specified in subsection 4.10(b) of the Agreement.

                    "Revolving Period" shall mean the period from
          and including the Closing Date to, but not including, the
          Amortization Period Commencement Date.

                    "Revolving Principal Collections" shall have
          the meaning specified in subsection 4.9(b) of the
          Agreement.

                    "Scheduled Series 1997-1 Termination Date"
          shall mean the October 2002 Distribution Date, unless a
          different date shall be set forth in any Extension
          Notice.

                    "Series 1994-1 Certificates" shall mean the
          investor certificates issued pursuant to the Series
          1994-1 Supplement.

                    "Series 1994-1 Funding Date" shall mean the
          first Business Day on which an amount equal to the
          invested amount of the Series 1994-1 Class A, Class B and
          Class C Investor Certificates has been deposited in the
          Principal Account for the benefit of such Series 1994-1
          Certificates.

                    "Series 1994-1 Supplement" shall mean the
          Series 1994-1 Supplement, dated as of June 29, 1994 by
          and among Fingerhut Receivables, Inc., as Transferor,
          Fingerhut Corporation (as predecessor servicer to
          Fingerhut National Bank), as Servicer, and The Bank of         
          New York (Delaware), as Trustee under the Agreement, as
          it may be amended from time to time.

                    "Series 1994-2 Certificates" shall mean the
          investor certificates issued pursuant to the Series
          1994-2 Supplement.

                    "Series 1994-2 Supplement" shall mean the
          Series 1994-2 Supplement, dated as of November 15, 1994
          by and among Fingerhut Receivables, Inc., as Transferor,
          Fingerhut Corporation (as predecessor servicer to
          Fingerhut National Bank), as Servicer, and The Bank of
          New York (Delaware), as Trustee under the Agreement, as
          it may be amended from time to time.

                    "Series 1997-1" shall mean the Series of the
          Fingerhut Master Trust represented by the Series 1997-1
          Certificates.

                    "Series 1997-1 Certificates" shall mean the
          Class A Certificates, the Class B Certificates and the
          Class C Certificates.

                    "Series 1997-1 Certificateholder" shall mean
          the holder of record of any Series 1997-1 Certificate.

                    "Series 1997-1 Certificateholders' Interest"
          shall have the meaning specified in Section 4.4 of the
          Agreement.

                    "Series 1997-1 Pay Out Event" shall have the
          meaning specified in Section 9 of this Series Supplement.

                    "Series 1997-1 Termination Date" shall mean the
          earlier to occur of (i) the day after the Distribution
          Date following the end of the Revolving Period on which
          the Series 1997-1 Certificates are paid in full, or (ii)
          the Scheduled Series 1997-1 Termination Date.

                    "Series Servicing Fee Percentage" shall mean
          2.00% per annum.

                    "Servicing Fee" shall mean for any Business
          Day, an amount equal to the product of (i) a fraction the
          numerator of which is the actual number of days from but
          excluding the next preceding Business Day to and
          including the current Business Day and the denominator of
          which is the actual number of days in the then current
          calendar year, (ii) the applicable Series Servicing Fee
          Percentage and (iii) the Invested Amount on such Business
          Day after giving effect to all transactions on such
          Business Day.

                    "Shared Principal Collections" shall mean, as
          the context requires, either (a) the amount allocated to
          the Series 1997-1 Certificates which, in accordance with
          subsections 4.9(b) and 4.9(c)(iv) of the Agreement, may
          be applied in accordance with Section 4.3(e) of the
          Agreement or (b) the amounts allocated to the investor
          certificates (other than Transferor Retained
          Certificates) of other Series which the applicable Series
          Supplements for such Series specify are to be treated as
          "Shared Principal Collections" and which may be applied         
          to cover Principal Shortfalls with respect to the Series
          1997-1 Certificates.

                    "SPCPC" shall mean a special purpose commercial
          paper conduit.

                    "Stated Class C Amount" shall mean on any date
          of determination prior to the Business Day upon which the
          aggregate invested amount of the Series 1994-1 Class A,
          Class B and Class C Investor Certificates have been paid
          in full, zero, and on and after the Business Day upon
          which the aggregate invested amount of the Series 1994-1
          Class A, Class B and Class C Investor Certificates have
          been paid in full the greater of (i) zero and (ii) a
          number rounded to the nearest dollar obtained by
          multiplying the sum of the Class A Invested Amount and
          the Class B Invested Amount by a fraction the numerator
          of which is 12 and the denominator of which is 88;
          provided however that during the Early Amortization
          Period the Stated Class C Amount shall be equal to the
          Stated Class C Amount immediately preceding the
          commencement of the Early Amortization Period plus the
          amount specified in clause (B) of the second sentence of
          Section 6.16 of the Agreement.

                    "Targeted Holder" shall mean (i) each holder of
          a right to receive interest or principal with respect to
          investor certificates (or other interests in the Trust),
          including the Class A Certificates and the Class B
          Certificates, other than certificates (or other such
          interests) with respect to which an opinion is rendered
          that such certificates (or other such interests) will be
          treated as debt for Federal income tax purposes and (ii)
          any holder of a right to receive any amount in respect of
          the Transferor Interest; provided, that any person
          holding more than one interest each of which would cause
          such person to be a Targeted Holder shall be treated as a
          single Targeted Holder.

                    "Transferor Imputed Yield Collections" shall
          mean with respect to Series 1997-1, on any Business Day
          the product of (a) the Imputed Yield Collections for such
          Business Day, (b) the Transferor Percentage and (c) the
          Series Allocation Percentage.

                    "Transferor Retained Certificates" shall mean
          investor certificates of any Series, including the Class
          C Certificates, which the Transferor retains, but only to
          the extent that and for so long as the Transferor is the
          Holder of such Certificates.

                    SECTION 3.  Reassignment Terms.  The Series
          1997-1 Certificates shall be subject to termination by
          the Transferor at its option, in accordance with the
          terms specified in subsection 12.2(a) of the Agreement,
          on any Distribution Date on or after the Distribution
          Date on which the sum of the Class A Invested Amount, the
          Class B Invested Amount and the invested amount of any
          other Class of Series 1997-1 Certificates sold by the
          Transferor in accordance with the provisions of Section
          13 of this Series Supplement is reduced to an amount less
          than or equal to 10% of the sum of the highest invested
          amount during the Revolving Period of the Class A         
          Certificates and the Class B Certificates, and any such
          other Class of Series 1997-1 Certificates sold by the
          Transferor in accordance with the provisions of Section
          13 of this Series Supplement. The deposit required in
          connection with any such termination and final
          distribution shall be equal to the sum of the Class A
          Invested Amount, the Class B Invested Amount and the
          invested amount of any other Class of Series 1997-1
          Certificates then outstanding plus accrued and unpaid
          interest on the Series 1997-1 Certificates through the
          day prior to the Distribution Date on which the final
          distribution occurs.

                    SECTION 4.  Delivery and Payment for the Series
          1997-1 Certificates.  The Transferor shall execute and
          deliver the Series 1997-1 Certificates to the Trustee for
          authentication in accordance with Section 6.1 of the
          Agreement.  The Trustee shall deliver the Series 1997-1
          Certificates to or upon the order of the Transferor when
          authenticated in accordance with Section 6.2 of the
          Agreement.

                    SECTION 5.  Form of Delivery of Series 1997-1
          Certificates.  The Class A Certificates, the Class B
          Certificates and the Class C Certificates shall be
          delivered as Registered Certificates as provided in
          Section 6.1 of the Agreement.

                    SECTION 6.  Article IV of Agreement.  Sections
          4.1, 4.2 and 4.3 of the Agreement shall read in their
          entirety as provided in the Agreement.  Article IV of the
          Agreement (except for Sections 4.1, 4.2 and 4.3 thereof)
          shall read in its entirety as follows and shall be
          applicable only to the Series 1997-1 Certificates:

                                  ARTICLE IV

                       RIGHTS OF CERTIFICATEHOLDERS AND
                  ALLOCATION AND APPLICATION OF COLLECTIONS

                    Section 4.4  Rights of Certificateholders.  The
          Series 1997-1 Certificates shall represent undivided
          interests in the Trust, including the right to receive,
          to the extent necessary to make the required payments
          with respect to such Series 1997-1 Certificates at the
          times and in the amounts specified in this Agreement, (a)
          the Floating Allocation Percentage and the Fixed/Floating
          Allocation Percentage (as applicable from time to time)
          of Collections (including Imputed Yield Collections)
          available in the Collection Account, (b) funds allocable
          to the Series 1997-1 Certificates on deposit in the
          Excess Funding Account and (c) funds on deposit in the
          Interest Funding Account, the Principal Account, the
          Distribution Account, the Payment Reserve Account and the
          Defeasance Account (for such Series, the "Series 1997-1
          Certificateholders' Interest").  The Class B Invested
          Amount shall be subordinated to the Class A Certificates
          and the Class C Invested Amount shall be subordinated to
          the Class A Certificates and the Class B Certificates in
          each case to the extent provided in this Article IV. 
          Except in connection with a payment of Class C Daily
          Principal pursuant to subsection 4.9(e) of this
          Agreement, the Class C Certificates will not have the         
          right to receive payments of principal until the Class A
          Invested Amount and the Class B Invested Amount have each
          been paid in full.

                    Section 4.5  Collections and Allocation;
          Payments on Exchangeable Transferor Certificate.

                         (a)  Collections.  The Servicer will apply
          or will instruct the Trustee to apply all funds on
          deposit in the Collection Account and the Excess Funding
          Account allocable to the Series 1997-1 Certificates, and
          all funds on deposit in the Interest Funding Account, the
          Principal Account, the Distribution Account, the Payment
          Reserve Account and the Defeasance Account maintained for
          this Series, as described in this Article IV.

                         (b)  Payments to the Holder of the
          Exchangeable Transferor Certificate.  On each Business
          Day, the Servicer shall determine whether a Pay Out Event
          is deemed to have occurred with respect to the Series
          1997-1 Certificates, and the Servicer shall allocate and
          pay Collections in accordance with the Daily Report with
          respect to such Business Day to the Holder of the
          Exchangeable Transferor Certificate as follows:

                    (i)  For each Business Day with respect to the
               Revolving Period after the Series 1994-1 Funding
               Date, in addition to amounts allocated and paid to
               the Holder of the Exchangeable Transferor
               Certificate pursuant to subsection 4.3(b) of the
               Agreement, an amount equal to (w) the product of the
               Floating Allocation Percentage and the amount of
               Principal Collections on such Business Day, minus
               (x) the portion thereof constituting a part of Net
               Revolving Principal Collections to be deposited in
               the Defeasance Account pursuant to subsection 4.9(b)
               of the Agreement, minus (y) the Reallocated
               Principal Collections for such Business Day minus
               (z) the Class C Principal for such Business Day; and

                    (ii)  For each Business Day on and prior to the
               Series 1994-1 Funding Date and for each Business Day 
               during the Amortization Period, the amount of
               payments of Principal Collections made to the Holder
               of the Exchangeable Transferor Certificate shall be
               determined only as provided in subsection 4.3(b) of
               the Agreement.

                    Notwithstanding the foregoing, amounts payable
          to the Transferor pursuant to subsection 4.5(b)(i) of the
          Agreement shall instead be deposited in the Excess
          Funding Account to the extent necessary to prevent the
          Transferor Interest from being less than the Minimum
          Transferor Interest.

                    Section 4.6  Determination of Interest for the
          Series 1997-1 Certificates.  (a)  The amount of interest
          (the "Class A Interest") allocable to the Class A
          Certificates with respect to any Business Day shall be an
          amount equal to the product of (i) the Class A
          Certificate Rate and (ii) a fraction, the numerator of
          which is the actual number of days from and including the
          immediately preceding Business Day to but excluding such          
          Business Day, and the denominator of which is 360 and
          (iii) the Class A Outstanding Principal Amount on such
          Business Day after giving effect to all transactions on
          such Business Day. 

                    On the Determination Date preceding each
          Distribution Date, the Servicer shall determine an amount
          (the "Class A Interest Shortfall") equal to the excess,
          if any, of (x) the aggregate Class A Interest for the
          Interest Accrual Period applicable to the Distribution
          Date over (y) the amount available to be paid to the
          Class A Certificateholders in respect of interest on such
          Distribution Date.  If there is a Class A Interest
          Shortfall with respect to any Distribution Date, an
          additional amount ("Class A Additional Interest") shall
          be payable as provided herein with respect to any
          Business Day following such Distribution Date, to and
          including the Distribution Date on which such Class A
          Interest Shortfall is paid to Class A Certificateholders,
          equal to the product of (i) the Class A Certificate Rate,
          (ii) such Class A Interest Shortfall remaining unpaid and
          (iii) a fraction, the numerator of which is the actual
          number of days from and including the immediately
          preceding Business Day to but excluding such Business
          Day, and the denominator of which is 360. 
          Notwithstanding anything to the contrary herein, Class A
          Additional Interest shall be payable or distributed to
          Class A Certificateholders only to the extent permitted
          by applicable law.

                         (b)  The amount of interest (the "Class B
          Interest") allocable to the Class B Certificates with
          respect to any Business Day shall be an amount equal to
          the product of (i) the Class B Certificate Rate and (ii)
          a fraction, the numerator of which is the actual number
          of days from and including the immediately preceding
          Business Day to but excluding such Business Day, and the
          denominator of which is 360 and (iii) the Class B
          Outstanding Principal Amount on such Business Day after
          giving effect to all transactions on such Business Day.

                    On the Determination Date preceding each
          Distribution Date, the Servicer shall determine an amount
          (the "Class B Interest Shortfall") equal to the excess,
          if any, of (x) the aggregate Class B Interest for the
          Interest Accrual Period applicable to the Distribution
          Date over (y) the amount available to be paid to the
          Class B Certificateholders in respect of interest on such
          Distribution Date.  If there is a Class B Interest
          Shortfall with respect to any Distribution Date, an
          additional amount ("Class B Additional Interest") shall
          be payable as provided herein with respect to any
          Business Day following such Distribution Date, to and
          including the Distribution Date on which such Class B
          Interest Shortfall is paid to Class B Certificateholders,
          equal to the product of (i) the Class B Certificate Rate
          (ii) such Class B Interest Shortfall remaining unpaid and
          (iii) a fraction, the numerator of which is the actual
          number of days from and including the immediately
          preceding Business Day to but excluding such Business
          Day, and the denominator of which is 360. 
          Notwithstanding anything to the contrary herein, Class B
          Additional Interest shall be payable or distributed to         
          Class B Certificateholders only to the extent permitted
          by applicable law.

                    Section 4.7  Determination of Principal
          Amounts.  (a)  The amount of principal (the "Class A
          Principal") distributable from the Distribution Account
          with respect to the Class A Certificates on each
          Distribution Date with respect to (A) the Revolving
          Period shall be an amount equal to the amounts deposited
          into the Principal Account from the Defeasance Account
          pursuant to Section 11 of this Series Supplement plus any
          Shared Principal Collections allocated to the Class A
          Certificateholders with respect to such Distribution Date
          pursuant to Section 4.3(e) of the Agreement and (B) the
          Amortization Period shall be equal to an amount
          calculated as follows:  the sum of (i) an amount equal to
          the product of the Fixed/Floating Allocation Percentage
          and the aggregate amount of Principal Collections (less
          the amount of Reallocated Principal Collections) with
          respect to the preceding Monthly Period (or, in the case
          of the Distribution Date in the first Monthly Period in
          the Amortization Period following the Series 1994-1
          Funding Date, the Fixed/Floating Allocation Percentage of
          Principal Collections from the day following the Series
          1994-1 Funding Date), (ii) any amount on deposit in the
          Excess Funding Account allocated to the Class A
          Certificates pursuant to subsection 4.9(d) of the
          Agreement with respect to the preceding Monthly Period,
          (iii) the amount, if any, allocated to the Class A
          Certificates pursuant to subsections 4.9(a)(iv), (v),
          (vi), (vii) and (viii) of the Agreement and, with respect
          to such subsections, pursuant to subsections 4.10(a) and
          (b) and 4.14(a) and (b) of the Agreement with respect to
          such Distribution Date and, (iv) the amount of Shared
          Principal Collections allocated to the Class A
          Certificates with respect to such Distribution Date and
          pursuant to subsection 4.3(e) and Section 4.8 of the
          Agreement; provided, however, that with respect to any
          Business Day, Class A Principal may not exceed the Class
          A Invested Amount; provided, further, that with respect
          to the Scheduled Series 1997-1 Termination Date, the
          Class A Principal shall be an amount equal to the Class A
          Invested Amount.

                         (b)  The amount of principal (the "Class B
          Principal") distributable from the Distribution Account
          with respect to the Class B Certificates on each
          Distribution Date, beginning with the Class B Principal
          Payment Commencement Date, shall equal an amount
          calculated as follows:  the sum of (i) an amount equal to
          the product of the Fixed/Floating Allocation Percentage
          and the aggregate amount of Principal Collections (less
          the amount of Reallocated Class B Principal Collections
          and Reallocated Class C Principal Collections) with
          respect to the preceding Monthly Period (or, in the case
          of the first Distribution Date in the Amortization Period
          following the date on which an amount equal to the Class
          A Invested Amount is paid to the Class A
          Certificateholders in respect of Class A Principal, the
          Fixed/Floating Allocation Percentage of Principal
          Collections from the date on which such deposit is made),
          (ii) any amount on deposit in the Excess Funding Account
          allocated to the Class B Certificates pursuant to         
          subsection 4.9(d) with respect to the preceding Monthly
          Period, (iii) the amount, if any, allocated to the Class
          B Certificates pursuant to subsections 4.9(a)(iv), (v),
          (vii) and (viii) of the Agreement and, with respect to
          such subsections, pursuant to subsections 4.10(a) and (b)
          and 4.14(a) and (b) of the Agreement with respect to such
          Distribution Date and (iv) the amount of Shared Principal
          Collections allocated to the Class B Certificates with
          respect to the preceding Monthly Period pursuant to
          subsection 4.3(e) and Section 4.8 of the Agreement on and
          after the Class B Principal Payment Commencement Date;
          provided, further, that with respect to any Distribution
          Date, Class B Principal may not exceed the Class B
          Invested Amount; provided, further, that with respect to
          the Scheduled Series 1997-1 Termination Date, the Class B
          Principal shall be an amount equal to the Class B
          Invested Amount.

                         (c)  The amount of principal (the "Class C
          Principal") distributable from the Distribution Account
          with respect to the Class C Certificates on each
          Distribution Date, beginning with the Class C Principal
          Payment Commencement Date, or in the case of
          distributions of Class C Daily Principal pursuant to the
          last proviso of this subsection 4.7(c) of the Agreement,
          on each Business Day, shall equal an amount calculated as
          follows:  the sum of (i) an amount equal to the product
          of the Fixed/Floating Allocation Percentage and the
          aggregate amount of Principal Collections (less the
          amount of Reallocated Principal Collections) with respect
          to the preceding Monthly Period (or, in the case of the
          first Distribution Date in the Amortization Period
          following the date on which an amount equal to the Class
          B Invested Amount is paid to the Class B
          Certificateholders in respect of Class B Principal, the
          Fixed/Floating Allocation Percentage of Principal
          Collections from the date on which such deposit is made),
          (ii) any amount on deposit in the Excess Funding Account
          allocated to the Class C Certificates pursuant to
          subsection 4.9(d) of the Agreement with respect to the
          preceding Monthly Period, (iii) the amount, if any,
          allocated to the Class C Certificates pursuant to
          subsections 4.9(a)(iv), (v) and (viii) of the Agreement
          and, with respect to such subsections, pursuant to
          subsections 4.10(a) and (b) of the Agreement with respect
          to such Distribution Date and (iv) the amount of Shared
          Principal Collections allocated to the Class C
          Certificates with respect to the preceding Monthly Period
          pursuant to subsection 4.3(e) and Section 4.8 of the
          Agreement on and after the Class C Principal Payment
          Commencement Date; provided, however, that with respect
          to any Distribution Date, Class C Principal may not
          exceed the Class C Invested Amount; provided, further,
          that with respect to the Scheduled Series 1997-1
          Termination Date, the Class C Principal shall be an
          amount equal to the Class C Invested Amount; provided
          further, that on any Business Day during any period other
          than an Early Amortization Period, the Transferor may
          designate that either (x) an amount up to the lesser of
          (i) the excess of the Class C Invested Amount over the
          Stated Class C Amount on such day after taking into
          account all adjustments of the Class A Invested Amount
          and the Class B Invested Amount on such day and (ii) (A)         
          during the Revolving Period an amount equal to (I) the
          product of the Class C Floating Allocation Percentage and
          the amount of Principal Collections on such Business Day
          minus (II) Reallocated Principal Collections on such
          Business Day or (B) after the Amortization Period
          Commencement Date an amount equal to (I) the product of
          the Fixed/Floating Allocation Percentage and the amount
          of Principal Collections on such Business Day minus (II)
          the amount of Principal Collections to be applied with
          respect to Class A Principal and Class B Principal on
          such Business Day minus (III) Reallocated Principal
          Collections on such Business Day (such designated amount,
          the "Class C Daily Principal") shall be distributed in
          accordance with subsection 4.9(e) or (y) an amount up to
          the excess of the Class C Invested Amount over the Stated
          Class C Amount on such day after taking into account all
          adjustments of the Class C Invested Amount on such day,
          shall be subtracted from the Class C Invested Amount and
          added to the Transferor Interest.

                    Section 4.8  Shared Principal Collections. 
          Shared Principal Collections allocated to the Series
          1997-1 Certificates and to be applied pursuant to
          subsections 4.9(b), 4.9(c)(i)(z), 4.9(c)(ii)(z) and
          4.9(c)(iii)(z) for any Business Day shall mean an amount
          equal to the sum of (i) the product of (x) Shared
          Principal Collections for all Series for such Business
          Day and (y) a fraction, the numerator of which is the
          Principal Shortfall for the Series 1997-1 Certificates
          for such Business Day and the denominator of which is the
          aggregate amount of principal shortfalls for all Series
          for such Business Day and (ii) Shared Principal
          Collections for all Series for such Business Day, less
          the amount thereof to be applied with respect to
          Principal Shortfalls for all Series for such Business
          Day, which the Transferor has opted to apply to the
          Variable Funding Certificates of Series 1997-1 in
          accordance with Section 4.3(e) of the Agreement.

                    Section 4.9  Application of Funds on Deposit in
          the Collection Account for the Certificates.  (a)  On
          each Business Day, the Servicer shall deliver to the
          Trustee a Daily Report in which it shall instruct the
          Trustee to withdraw, and the Trustee, acting in
          accordance with such instructions, shall withdraw from
          the Collection Account, to the extent of the sum of (w)
          the Floating Allocation Percentage of Imputed Yield
          Collections available in the Collection Account, (x)
          Investment Earnings on deposit in the Collection Account
          and (y) amounts on deposit in the Payment Reserve
          Account, if any, if and to the extent so designated by
          the Transferor (the "Available Series 1997-1 Imputed
          Yield Collections") the amounts set forth in subsections
          4.9(a)(i) through 4.9(a)(xi) of the Agreement.

                         (i)  Class A Interest.  On each Business
               Day during a Monthly Period, the Trustee, acting in
               accordance with instructions from the Servicer,
               shall allocate to the Class A Certificates and
               withdraw first from the Collection Account and then
               from the Payment Reserve Account and deposit into
               the Interest Funding Account, to the extent of the
               Available Series 1997-1 Imputed Yield Collections,               
               an amount equal to the lesser of (x) the Available
               Series 1997-1 Imputed Yield Collections and (y) the
               sum of (A) the sum of the Class A Interest and the
               Carryover Class A Interest for such Business Day
               plus (B) the excess, if any, of the amount required
               to be deposited pursuant to clause (A) above on each
               prior Business Day over the amount on deposit in the
               Interest Funding Account with respect thereto on
               such Business Day.  Notwithstanding anything to the
               contrary herein, the portion of Carryover Class A
               Interest that constitutes Class A Additional
               Interest shall be payable or distributable to Class
               A Certificateholders only to the extent permitted by
               applicable law.

                         (ii)  Class B Interest.  On each Business
               Day during a Monthly Period, the Trustee, acting in
               accordance with instructions from the Servicer,
               shall allocate to the Class B Certificates and
               withdraw first from the Collection Account and then
               from the Payment Reserve Account and deposit into
               the Interest Funding Account, to the extent of the
               Available Series 1997-1 Imputed Yield Collections
               remaining after giving effect to the withdrawal
               pursuant to subsection 4.9(a)(i) of the Agreement,
               an amount equal to the lesser of (x) any such
               remaining Available Series 1997-1 Imputed Yield
               Collections and (y) the sum of (A) the sum of the
               Class B Interest and the Carryover Class B Interest
               for such Business Day plus (B) the excess, if any,
               of the amount required to be deposited pursuant to
               clause (A) above on each prior Business Day over the
               amount on deposit in the Interest Funding Account
               with respect thereto on such Business Day. 
               Notwithstanding anything to the contrary herein, the
               portion of Carryover Class B Interest that
               constitutes Class B Additional Interest shall be
               payable or distributable to Class B
               Certificateholders only to the extent permitted by
               applicable law.

                         (iii)  Investor Servicing Fee.  On each
               Business Day, the Trustee, acting in accordance with
               instructions from the Servicer, shall withdraw first
               from the Collection Account and then from the
               Payment Reserve Account and distribute to the
               Servicer, to the extent of any Available Series
               1997-1 Imputed Yield Collections remaining after
               giving effect to the withdrawals pursuant to
               subsections 4.9(a)(i) and (ii) of the Agreement, an
               amount equal to the lesser of (x) any such remaining
               Available Series 1997-1 Imputed Yield Collections
               and (y) the Servicing Fee for such Business Day plus
               any Servicing Fees due with respect to any prior
               Business Day but not distributed to the Servicer.

                         (iv)  Investor Default Amount.  On each
               Business Day, the Trustee, acting in accordance with
               instructions from the Servicer, shall withdraw first
               from the Collection Account and then from the
               Payment Reserve Account, to the extent of any
               Available Series 1997-1 Imputed Yield Collections
               remaining after giving effect to the withdrawals               
               pursuant to subsections 4.9(a)(i) through (iii) of
               the Agreement, an amount equal to the lesser of (x)
               any such remaining Available Series 1997-1 Imputed
               Yield Collections and (y) the sum of (1) the
               aggregate Investor Default Amount for such Business
               Day plus (2) the unpaid Investor Default Amount for
               each previous Business Day during such Monthly
               Period, such amount to be (A) during the Revolving
               Period treated as Shared Principal Collections, (B)
               during the Amortization Period on and prior to the
               day on which an amount equal to the Class A Invested
               Amount is deposited in the Principal Account, to be
               deposited in the Principal Account for distribution
               to the Class A Certificateholders on the related
               Distribution Date, (C) during the Amortization
               Period, on and after the day on which such deposit
               to the Principal Account with respect to the Class A
               Invested Amount has been made and on and prior to
               the day on which an amount equal to the Class B
               Invested Amount is deposited in the Principal
               Account, to be deposited in the Principal Account
               for payment to the Class B Certificateholders on the
               related Distribution Date and (D) during the
               Amortization Period, on and after the day on which
               such deposit to the Principal Account with respect
               to the Class A Invested Amount and Class B Invested
               Amount has been made and on and prior to the day on
               which an amount equal to the Class C Invested Amount
               is deposited in the Principal Account, to be
               deposited in the Principal Account for payment to
               the Class C Certificateholders on the related
               Distribution Date.

                         (v)  Adjustment Payment Shortfalls.  On
               each Business Day, the Trustee, acting in accordance
               with instructions from the Servicer, shall withdraw
               first from the Collection Account and then from the
               Payment Reserve Account, to the extent of any
               Available Series 1997-1 Imputed Yield Collections
               remaining after giving effect to the withdrawals
               pursuant to subsections 4.9(a)(i) through (iv) of
               the Agreement, an amount equal to the lesser of (x)
               any such remaining Available Series 1997-1 Imputed
               Yield Collections and (y) an amount equal to the
               Series Allocation Percentage of any Adjustment
               Payment which the Transferor is required but fails
               to make pursuant to subsection 3.8(a) of the
               Agreement, such amount, (i) during the Revolving
               Period, to be treated as Shared Principal
               Collections, (ii) during the Amortization Period on
               and prior to the day on which an amount equal to the
               Class A Invested Amount is deposited in the
               Principal Account, to be deposited in the Principal
               Account for distribution to the Class A
               Certificateholders on the next Distribution Date,
               (iii) during the Amortization Period, on and after
               the day on which such deposit to the Principal
               Account with respect to the Class A Invested Amount
               has been made and on and prior to the day on which
               an amount equal to the Class B Invested Amount is
               deposited in the Principal Account for payment to
               the Class B Certificateholders on the related
               Distribution Date and (iv) during the Amortization               
               Period, on and after the day on which such deposit
               to the Principal Account with respect to the Class A
               Invested Amount and Class B Investment Amount has
               been made and on and prior to the day on which an
               amount equal to the Class C Invested Amount is
               deposited in the Principal Account for payment to
               the Class C Certificateholders on the related
               Distribution Date.

                         (vi)  Reimbursement of Class A Investor
               Charge-Offs.  On each Business Day, the Trustee,
               acting in accordance with instructions from the
               Servicer, shall withdraw first from the Collection
               Account and then from the Payment Reserve Account,
               to the extent of any Available Series 1997-1 Imputed
               Yield Collections remaining after giving effect to
               the withdrawals pursuant to subsections 4.9(a)(i)
               through (v) of the Agreement, an amount equal to the
               lesser of (x) any such remaining Available Series
               1997-1 Imputed Yield Collections and (y) the
               unreimbursed Class A Investor Charge-Offs, if any,
               such amount to be applied to reimburse Class A
               Investor Charge-Offs, and, during the Revolving
               Period, to be treated as Shared Principal
               Collections, and during the Amortization Period on
               and prior to the day on which an amount equal to the
               Class A Invested Amount is deposited in the
               Principal Account to be deposited in the Principal
               Account for distribution to the Class A
               Certificateholders on the related Distribution Date.

                         (vii)  Reimbursement of Class B Investor
               Charge-Offs.  On each Business Day, the Trustee,
               acting in accordance with instructions from the
               Servicer, shall withdraw first from the Collection
               Account and then from the Payment Reserve Account,
               to the extent of any Available Series 1997-1 Imputed
               Yield Collections remaining after giving effect to
               the withdrawals pursuant to subsections 4.9(a)(i)
               through (vi) of the Agreement, an amount equal to
               the lesser of (x) any such remaining Available
               Series 1997-1 Imputed Yield Collections and (y) the
               unreimbursed amount by which the Class B Invested
               Amount has been reduced on prior Business Days
               pursuant to clauses (c) and (d) of the definition of
               Class B Invested Amount, if any, such amount,
               (i) during the Revolving Period to be treated as
               Shared Principal Collections, (ii) during the
               Amortization Period, on and prior to the day on
               which an amount equal to the Class A Invested Amount
               is deposited in the Principal Account, to be
               deposited in the Principal Account for distribution
               to the Class A Certificateholders on the related
               Distribution Date, and (iii) during the Amortization
               Period, on and after the day on which such deposit
               has been made and on and prior to the day on which
               the Class B Invested Amount has been deposited in
               the Principal Account, to be deposited in the
               Principal Account for payment to the Class B
               Certificateholders on the related Distribution Date. 

                         (viii) Reimbursement of Class C Investor
               Charge-Offs.  On each Business Day, the Trustee
               acting in accordance with instructions from the
               Servicer, shall withdraw first from the Collection
               Account and then from the Payment Reserve Account,
               to the extent of any Available Series 1997-1 Imputed
               Yield Collections remaining after giving effect to
               the withdrawals pursuant to subsections 4.9(a)(i)
               through (vii), an amount equal to the lesser of (x)
               any such remaining Available Series 1997-1 Imputed
               Yield Collections and (y) the unreimbursed amount by
               which the Class C Invested Amount has been reduced
               on prior Business Days pursuant to clauses (d) and
               (e) of the definition of Class C Invested Amount, if
               any, such amount, (i) during the Revolving Period to
               be treated as Shared Principal Collections, (ii)
               during the Amortization Period, on and prior to the
               day on which an amount equal to the Class A Invested
               Amount is deposited in the Principal Account to be
               deposited in the Principal Account for distribution
               to the Class A Certificateholders on the next
               Distribution Date, (iii) during the Amortization
               Period, on and prior to the day on which an amount
               equal to the Class B Invested Amount is deposited in
               the Principal Account, to be deposited in the
               Principal Account for distribution to the Class B
               Certificateholders on the new Distribution Date and
               (iv) during the Amortization Period, on and after
               the day on which such deposit has been made and on
               and prior to the day on which an amount equal to the
               Class C Invested Amount is deposited in the
               Principal Account, to be deposited in the Principal
               Account for payment to the Class C
               Certificateholders on the next Distribution Date.

                         (ix) Class A Costs.  On each Business Day,
               the Trustee acting in accordance with instructions
               from the Servicer, shall withdraw first from the
               Collection Account and then from the Payment Reserve
               Account and deposit into the Interest Funding
               Account, to the extent of any Available Series 1997-
               1 Imputed Yield Collections remaining after giving
               effect to the withdrawals pursuant to subsections
               4.9(a)(i) through (viii) of the Agreement, an amount
               equal to the lesser of (x) any such remaining
               Available Series 1997-1 Imputed Yield Collections
               and (y) the Class A Costs for such Business Day and
               any such amounts that remain unpaid from any source
               from previous days to the extent not included in
               Class A Costs for such Business Day.

                         (x)  Class B Costs. On each Business Day,
               the Trustee acting in accordance with instructions
               from the Servicer, shall withdraw first from the
               Collection Account and then from the Payment Reserve
               Account, to the extent of any Available Series 1997-
               1 Imputed Yield Collections remaining after giving
               effect to the withdrawals pursuant to subsections
               4.9(a)(i) through (ix) of the Agreement, an amount
               equal to the lesser of (x) any such remaining
               Available Series 1997-1 Imputed Yield Collections
               and (y) Class B Breakage Costs and any amounts
               payable to Class B Certificateholders pursuant to               
               Section 15 of the Series Supplement for payment to
               such Class B Certificateholders.

                         (xi)  Payment Reserve Account.  On each
               Business Day, the Trustee acting in accordance with
               instructions from the Servicer, shall withdraw from
               the Collection Account, to the extent of any
               Available Series 1997-1 Imputed Yield Collections
               remaining after giving effect to the withdrawals
               pursuant to subsections 4.9(a)(i) through (x) of the
               Agreement an amount equal to the lesser of (x) any
               such remaining Available Series 1997-1 Imputed Yield
               Collections and (y) the amount designated by the
               Transferor in writing (which includes facsimile
               transmission) in its instructions to the Trustee on
               such Business Day and deposit such amount, if any,
               into the Payment Reserve Account.

                         (xii)  Excess Imputed Yield Collections. 
               Any amounts remaining in the Collection Account to
               the extent of any Available Series 1997-1 Imputed
               Yield Collections remaining after giving effect to
               the withdrawals pursuant to subsections 4.9(a)(i)
               through (xi) of the Agreement, shall be treated as
               Excess Imputed Yield Collections, and the Servicer
               shall direct the Trustee in writing on each Business
               Day to withdraw such amounts from the Collection
               Account and to first make such amounts available to
               pay to Certificateholders of other Series to the
               extent of shortfalls, if any, in amounts payable to
               such certificateholders from Imputed Yield
               Collections allocated to such other Series, then to
               pay any unpaid commercially reasonable costs and
               expenses of a Successor Servicer, if any, and then
               pay any remaining Excess Imputed Yield Collections
               to the Transferor.

                    (b)  For each Business Day with respect to the
          Revolving Period, the funds on deposit in the Collection
          Account to the extent of the lesser of (A) the Class A
          Invested Amount and (B) the sum of (x) product of (i) the
          Floating Allocation Percentage and (ii) the amount of
          Principal Collections on such Business Day (such product
          the "Revolving Principal Collections") less the amount of
          Reallocated Principal Collections on such Business Day
          (the Revolving Principal Collections less the Reallocated
          Principal Collections on the related Business Day, the
          "Net Revolving Principal Collections"), and (y) Shared
          Principal Collections allocated to the Series 1997-1
          Certificates in accordance with Section 4.8 on such
          Business Day may, at the option of the Transferor,
          pursuant to instructions delivered to the Servicer and
          the Trustee by facsimile or other similar means of
          documented communication, be deposited into the
          Defeasance Account and applied as provided in Section
          11(b) of this Series Supplement.  During the Revolving
          Period, an amount equal to the Net Revolving Principal
          Collections less any amount deposited to the Defeasance
          Account pursuant to the immediately preceding sentence
          shall be treated as Shared Principal Collections and
          applied pursuant to the written direction of the Servicer
          in the Daily Report for such Business Day, as provided in
          Section 4.3(e) of the Agreement. 

                    (c)  For each Business Day on and after the
          Amortization Period Commencement Date, the amount of
          funds on deposit in the Collection Account and the other
          amounts described below will be distributed, pursuant to
          the written direction of the Servicer in the Daily Report
          for such Business Day in the following priority:

                         (i)  on and prior to the day on which an
               amount equal to the Class A Invested Amount has been
               deposited in the Principal Account to be applied to
               the payment of Class A Principal, an amount (not in
               excess of the Class A Invested Amount) equal to the
               sum of (w) the product of the Fixed/Floating
               Allocation Percentage and Principal Collections in
               the Collection Account at the end of the preceding
               Business Day (less the amount thereof to be applied
               as Reallocated Principal Collections on such
               Business Day), (x) any amount on deposit in the
               Excess Funding Account allocated to the Class A
               Certificates on such Business Day pursuant to
               subsection 4.9(d) of the Agreement, (y) amounts to
               be paid pursuant to subsections 4.9(a)(iv), (v),
               (vi), (vii) and (viii) of the Agreement from
               Available Series 1997-1 Imputed Yield Collections
               and from amounts available pursuant to subsections
               4.10(a) and (b) and 4.14 of the Agreement on such
               Business Day, and (z) the amount of Shared Principal
               Collections allocated to the Series 1997-1
               Certificates in accordance with subsection 4.3(e)
               and Section 4.8 of the Agreement on such Business
               Day, will be deposited into the Principal Account;

                         (ii)   on and after the day on which an
               amount equal to the Class A Invested Amount has been
               deposited in the Principal Account to be applied to
               the payment of Class A Principal, an amount (not in
               excess of the Class B Invested Amount) equal to the
               sum of (w) an amount equal to the product of the
               Fixed/Floating Allocation Percentage and Principal
               Collections in the Collection Account at the end of
               the preceding Business Day (less the amount thereof
               to be applied as Reallocated Class B Principal
               Collections or Reallocated Class C Principal
               Collections on such Business Day), (x) any amount on
               deposit in the Excess Funding Account allocated to
               the Class B Certificates on such Business Day
               pursuant to subsection 4.9(d) of the Agreement, (y)
               the amount, if any, allocated to be paid to the
               Class B Certificates pursuant to subsections
               4.9(a)(iv), (v), (vii) and (viii) of the Agreement
               from Available Series 1997-1 Imputed Yield
               Collections and from amounts available pursuant to
               subsections 4.10(a) and (b) and 4.14(a) of the
               Agreement with respect to such Business Day, and (z)
               the amount of Shared Principal Collections allocated
               to the Series 1997-1 Certificates in accordance with
               subsection 4.3(e) and Section 4.8 of the Agreement
               on such Business Day (such sum, the "Class B Daily
               Principal Amount") will be deposited into the
               Principal Account;

                         (iii)  on and after the day on which an
               amount equal to the Class B Invested Amount has been             
               deposited in the Principal Account to be applied to
               the payment of Class B Principal, an amount (not in
               excess of the Class C Invested Amount) equal to the
               sum of (w) an amount equal to the product of the
               Fixed/Floating Allocation Percentage and Principal
               Collections in the Collection Account at the end of
               the preceding Business Day (less the amount thereof
               to be applied as Reallocated Class C Principal
               Collections on such Business Day), (x) any amount on
               deposit in the Excess Funding Account allocated to
               the Class C Certificates on such Business Day
               pursuant to subsection 4.9(d) of the Agreement, (y)
               the amount, if any, allocated to be paid to the
               Class C Certificates pursuant to subsections
               4.9(a)(iv), (v) and (viii) of the Agreement from
               Available Series 1997-1 Imputed Yield Collections
               and from amounts available pursuant to subsections
               4.10(a) and (b) of the Agreement with respect to
               such Business Day, and (z) the amount of Shared
               Principal Collections allocated to the Series 1997-1
               Certificates in accordance with subsection 4.3(e)
               and Section 4.8 of the Agreement on such Business
               Day (such sum, the "Class C Daily Principal Amount")
               will be deposited into the Principal Account;

                         (iv)  an amount equal to the excess, if
               any, of (A) the sum of the amounts described in
               clauses (i)(w) and (y), (ii)(w) and (y) and (iii)(w)
               and (y) above over (B) the sum of Class A Principal,
               Class B Principal and Class C Principal will be
               treated as Shared Principal Collections and applied
               as provided in subsection 4.3(e) of the Agreement.

                    (d)  On the first Business Day of the
          Amortization Period, funds on deposit in the Excess
          Funding Account will be deposited in the Principal
          Account; provided, however, that if any other Series
          enters its Amortization Period, as defined in its related
          Series Supplement at the same time as Series 1997-1, the
          amount of the foregoing deposit shall be equal to the
          product of an amount equal to the amount of funds on
          deposit in the Excess Funding Account and a fraction the
          numerator of which is the Invested Amount and the
          denominator of which is equal to the sum of the invested
          amounts of each Series then entering its related
          Amortization Period as defined in its related Series
          Supplement; provided, further, that on any Business Day
          prior to the Series 1994-1 Funding Date any amounts
          allocated to the Series 1997-1 Certificates from the
          Excess Funding Account as described above shall instead
          initially be reallocated to the Series 1994-1
          Certificates until the Class A, Class B and Class C
          Series 1994-1 Certificates have been paid in full and
          then shall be reallocated back to the Series 1997-1
          Certificates. Amounts deposited in the Principal Account
          pursuant to the foregoing sentence will be allocated in
          the following order of priority: (i) to the Class A
          Certificates in an amount not to exceed the Class A
          Principal after subtracting therefrom any amounts to be
          paid to the Class A Certificateholders with respect
          thereto pursuant to subsections 4.9(c)(i)(w) and (y) of
          the Agreement, and (ii) to the Class B Certificates in an
          amount not to exceed the Class B Principal after         
          subtracting therefrom any amounts to be deposited in the
          Principal Account with respect thereto pursuant to
          subsections 4.9(c)(ii)(w) and (y). On and after the Class
          C Principal Payment Commencement Date any amounts
          remaining on deposit in the Excess Funding Account and
          allocated to the Series 1997-1 Certificates will be
          deposited in the Principal Account in an amount not to
          exceed the Class C Invested Amount after subtracting
          therefrom any amounts to be deposited in the Principal
          Account with respect thereto pursuant to subsections
          4.9(c)(iii)(w), (y) and (z).
           
                    (e)  On each Business Day on which Class C 
          Principal has been allocated pursuant to subsection
          4.7(c) of the Agreement, funds on deposit in the
          Collection Account in an amount equal to the Class C
          Daily Principal Amount designated by the Transferor with
          respect to such Business Day will be distributed to the
          Class C Certificateholders.

                    Section 4.10  Coverage of Required Amount for
          the Series 1997-1 Certificates.  (a)  To the extent that
          any amounts are on deposit in the Excess Funding Account
          on any Business Day, the Servicer shall apply, in the
          manner specified for application of Available Series
          1997-1 Imputed Yield Collections in subsections 4.9(a)(i)
          through (x), Transferor Imputed Yield Collections in an
          amount equal to the excess of (x) the product of (a) the
          Base Rate, (b) the amounts on deposit in the Excess
          Funding Account and (c) the number of days elapsed since
          the previous Business Day divided by the actual number of
          days in such year over (y) the aggregate amount of all
          earnings since the previous Business Day available from
          the Cash Equivalents in which funds on deposit in the
          Excess Funding Account are invested (the "Negative Carry
          Amount").

                    (b)  To the extent that on any Business Day
          payments are being made pursuant to any of subsections
          4.9(a)(i) through (x), respectively, and the full amount
          to be paid pursuant to any such subsection receiving
          payments on such Business Day is not paid in full on such
          Business Day, the Servicer shall apply, in the manner
          specified for application of Available Series 1997-1
          Imputed Yield Collections in subsections 4.9(a)(i)
          through (x), all or a portion of the Excess Imputed Yield
          Collections from other Series with respect to such
          Business Day allocable to the Series 1997-1 Certificates
          in an amount equal to the excess of the full amount to be
          allocated or paid pursuant to the applicable subsection
          over the amount applied with respect thereto from
          Available Series 1997-1 Imputed Yield Collections and
          Transferor Imputed Yield Collections on such Business Day
          (the "Required Amount").  Excess Imputed Yield
          Collections allocated to the Series 1997-1 Certificates
          for any Business Day shall mean an amount equal to the
          product of (x) Excess Imputed Yield Collections available
          from all other Series for such Business Day and (y) a
          fraction, the numerator of which is the Required Amount
          for such Business Day and the denominator of which is the
          aggregate amount of shortfalls in required amounts or
          other amounts to be paid from Imputed Yield Collections
          for all Series for such Business Day. 

                    Section 4.11  Payment of Certificate Interest. 
          On each Transfer Date, the Trustee, acting in accordance
          with instructions from the Servicer set forth in the
          Daily Report for such day, shall withdraw the amount on
          deposit in the Interest Funding Account with respect to
          the preceding Monthly Period allocable to the Series
          1997-1 Certificates and deposit such amount in the
          Distribution Account.  On each Distribution Date, the
          Paying Agent shall pay in accordance with Section 5.1 of
          the Agreement (x) to the Class A Certificateholders from
          the Distribution Account the amount deposited into the
          Interest Funding Account during the preceding Monthly
          Period pursuant to subsections 4.9(a)(i) and 4.9(a)(ix)
          and Sections 4.10 and 4.14 with respect to the related
          Interest Accrual Period and (y) the Class B
          Certificateholders from the Distribution Account the
          amount deposited into the Interest Funding Account during
          the preceding Monthly Period pursuant to subsections
          4.9(a)(ii) and 4.9(a)(x)  and Sections 4.10 and 4.14 with
          respect to the related Interest Accrual Period.

                    Section 4.12  Payment of Certificate Principal.

                    (a)  On the Transfer Date preceding the first
          Distribution Date in the Amortization Period and on each
          Distribution Date thereafter, the Trustee, acting in
          accordance with instructions from the Servicer set forth
          in the Daily Report for such day, shall withdraw from the
          Principal Account and deposit in the Distribution
          Account, to the extent of funds available, an amount
          equal to the Class A Principal for such Distribution
          Date.  On the first Distribution Date in the Amortization
          Period and on each Distribution Date thereafter until the
          Class A Invested Amount is paid in full, the Paying Agent
          shall pay in accordance with subsection 5.1(a) to the
          Class A Certificateholders from the Distribution Account
          such amount deposited into the Distribution Account on
          the related Transfer Date.

                    (b)  On the Transfer Date preceding the Class B
          Principal Payment Commencement Date and each Distribution
          Date thereafter, the Trustee, acting in accordance with
          instructions from the Servicer set forth in the Daily
          Report for such day, shall withdraw from the Principal
          Account and deposit in the Distribution Account, to the
          extent of funds available, an amount equal to the Class B
          Principal for such Distribution Date. On the Class B
          Principal Payment Commencement Date, after the payment of
          any principal amounts to the Class A Certificateholders
          on such day, and on each Distribution Date thereafter
          until the Class B Invested Amount is paid in full, the
          Paying Agent shall pay in accordance with Section 5.1(b)
          to the Class B Certificateholders from the Distribution
          Account such amount deposited into the Distribution
          Account on the related Transfer Date.

                    (c)  On each Business Day the Trustee acting in
          accordance with instructions from the Servicer set forth
          in the Daily Report for such Business Day shall make
          payments of principal to the Class C Certificateholders
          of Class C Daily Principal, if any, designated by the
          Transferor pursuant to Section 4.7(c) of the Agreement. 

                    Any amounts remaining in the Principal Account
          and allocable to the Series 1997-1 Certificates, after
          the Class C Invested Amount has been paid in full, will
          be treated as Shared Principal Collections and applied in
          accordance with Section 4.3(e) of the Agreement.

                    Section 4.13  Investor Charge-Offs.  (a)  If,
          on any Determination Date, the aggregate Investor Default
          Amount and the Series Allocation Percentage of unpaid
          Adjustment Payments, if any, for each Business Day in the
          preceding Monthly Period exceeded the Available Series
          1997-1 Imputed Yield Collections applied to the payment
          thereof pursuant to subsections 4.9(a)(iv) and (v) of the
          Agreement and the amount of Transferor Imputed Yield
          Collections and Excess Imputed Yield Collections
          allocated thereto pursuant to Section 4.10 of the
          Agreement, and the amount of Reallocated Principal
          Collections applied with respect thereto pursuant to
          Section 4.14 of the Agreement, the Class C Invested
          Amount will be reduced by the amount by which the
          remaining aggregate Investor Default Amount and Series
          Allocation Percentage of unpaid Adjustment Payments
          exceed the amount applied with respect thereto during
          such preceding Monthly Period (a "Class C Investor
          Charge-Off").

                    (b)  In the event that any such reduction of
          the Class C Invested Amount would cause the Class C
          Invested Amount to be a negative number, the Class C
          Invested Amount will be reduced to zero, and, the Class B
          Invested Amount will be reduced by the amount by which
          the Class C Invested Amount would have been reduced below
          zero, but not more than the remaining aggregate Investor
          Default Amount and Series Allocation Percentage of unpaid
          Adjustment Payments for such Monthly Period (a "Class B
          Investor Charge-Off").

                    (c)  In the event that any such reduction of
          the Class B Invested Amount would cause the Class B
          Invested Amount to be a negative number, the Class B
          Invested Amount will be reduced to zero, and the Class A
          Invested Amount will be reduced by the amount by which
          the Class B Invested Amount would have been reduced below
          zero, but not more than the remaining aggregate Investor
          Default Amount and Series Allocation Percentage of unpaid
          Adjustment Payments for such Monthly Period (a "Class A
          Investor Charge-Off").  

                    (d)  Following the occurrence of a Class A
          Investor Charge-Off, if the Class C Invested Amount is
          increased, including any increase thereof pursuant to
          Section 6.16 of the Agreement, to the extent of the Class
          C Invested Amount the amount of any unreimbursed Class A
          Investor Charge-Off shall be reduced and, the Class A
          Invested Amount shall be correspondingly increased in an
          amount not to exceed the amount of such increased Class C
          Invested Amount, the Class C Invested Amount shall be
          correspondingly decreased and the amount of such decrease
          shall be deemed to be a Class C Investor Charge-Off. 
          Following the occurrence of either a Class B Investor
          Charge-Off or any reduction of the Class B Invested
          Amount described in clause (d) of the definition thereof,
          if the Class C Invested Amount is increased, including         
          any increase thereof pursuant to Section 6.16 of the
          Agreement, to the extent of the Class C Invested Amount
          remaining after any adjustment thereto pursuant to the
          preceding sentence the amount of any unreimbursed Class B
          Investor Charge-Off and amounts described in clause (d)
          of the definition of Class B Invested Amount shall be
          reduced and, the Class B Invested Amount shall be
          increased in an amount not to exceed the lesser of (x)
          the amount of such remaining Class C Invested Amount, and
          (y) the amount of reductions to the Class B Invested
          Amount described in clauses (c) and (d) of the definition
          thereof, the Class C Invested Amount shall be
          correspondingly decreased and the amount of such decrease
          shall be deemed to be a Class C Investor Charge-Off.   

                    Section 4.14  Reallocated Principal Collections
          for the Series 1997-1 Certificates.  

                    (a)  On each Business Day, the Servicer will
          determine an amount equal to the least of (i) the Class C
          Invested Amount, (ii) the product of (x)(I) during the
          Revolving Period, the Class C Floating Allocation
          Percentage or (II) during an Amortization Period, the
          Class C Fixed/Floating Allocation Percentage and (y) the
          amount of Principal Collections with respect to such
          Business Day and (iii) an amount equal to the sum of the
          Class A Required Amount and the Class B Required Amount
          for such Business Day (such amount called "Reallocated
          Class C Principal Collections") and shall apply Principal
          Collections in an amount equal to such amount first to
          the components of the Class A Required Amount, then to
          the components of the Class B Required Amount in the same
          priority as amounts are applied to such components from
          Available Series 1997-1 Imputed Yield Collections
          pursuant to subsection 4.9(a) of the Agreement.

                    (b)  On each Business Day, the Servicer will
          determine an amount equal to the least of (i) the Class B
          Invested Amount, (ii) the product of (x)(I) during the
          Revolving Period, the Class B Floating Allocation
          Percentage or (II) during an Amortization Period, the
          Class B Fixed/Floating Allocation Percentage and (y) the
          amount of Principal Collections  for such Business Day
          and (iii) an amount equal to the excess, if any, of the
          Class A Required Amount for such Business Day over the
          amount of Reallocated Class C Principal Collections
          applied with respect thereto for such Business Day (such
          amount called "Reallocated Class B Principal
          Collections") and shall apply Principal Collections equal
          to such amount to the remaining components of the Class A
          Required Amount in the same priority as amounts are
          applied to such components from Available Series 1997-1
          Imputed Yield Collections pursuant to subsection 4.9(a).

                    Section 4.15  Payment Reserve Account

                    (a)  The Servicer shall establish and maintain
          or cause to be established and maintained with a
          Qualified Institution, which may be the Trustee, in the
          name of the Trustee, on behalf of the Certificateholders,
          the "Payment Reserve Account," which shall be a
          segregated trust account with the corporate trust
          department of such Qualified Institution, bearing a         
          designation clearly indicating that the funds deposited
          therein are held for the benefit of the Certificateholders.  
          The Trustee shall possess all right, title and interest 
          in all funds on deposit from time to time in the Payment 
          Reserve Account and in all proceeds thereof.  The Payment 
          Reserve Account shall be under the sole dominion and control 
          of the Trustee for the benefit of the Certificateholders.  
          If, at any time, the institution holding the Payment Reserve 
          Account ceases to be a Qualified Institution, the Trustee 
          shall within 20 Business Days establish a new Payment Reserve 
          Account meeting the conditions specified above with a Qualified
          Institution, and shall transfer any cash or any investments to 
          such new Payment Reserve Account.  From the date such new 
          Payment Reserve Account is established, it shall be the 
          "Payment Reserve Account."

                    (b)  The Transferor, at its discretion, may
          withdraw on any Determination Date a part or all of any
          amounts remaining in the Payment Reserve Account after
          giving effect to any withdrawals required to be made
          under Section 4.9(a) above.

                    (c)  Funds on deposit in the Payment Reserve
          Account shall be invested in Cash Equivalents by the
          Trustee (or, at the direction of the Trustee, by the
          Servicer on behalf of the Trustee) at the direction of
          the Servicer.  Funds on deposit in the Payment Reserve
          Account on any Business Day, after giving effect to any
          withdrawals from the Payment Reserve Account, shall be
          invested in Cash Equivalents that will mature so that
          such funds will be available for withdrawal on or prior
          to the following Business Day.  The proceeds of any such
          investments shall be invested in Cash Equivalents that
          will mature so that such funds will be available for
          withdrawal on or prior to the following Business Day.  On
          each Business Day following a deposit of funds to the
          Payment Reserve Account, the aggregate proceeds of any
          such investment shall be deposited in the Collection
          Account and treated as Investment Earnings for
          application as Available Series 1997-1 Imputed Yield
          Collections.

                    SECTION 7.  Article V of the Agreement. 
          Article V of the Agreement shall read in its entirety as
          follows and shall be applicable only to the Series 1997-1
          Certificates:

                                  ARTICLE V

                    DISTRIBUTIONS AND REPORTS TO INVESTOR
                              CERTIFICATEHOLDERS

                    Section 5.1  Distributions.

                    (a)  On each Distribution Date, the Paying
          Agent shall distribute (in accordance with the Settlement
          Statement delivered by the Servicer to the Trustee and
          the Paying Agent pursuant to subsection 3.4(c)) to each
          Class A Certificateholder of record on the preceding
          Record Date (other than as provided in subsection 2.4(e)
          or in Section 12.3 respecting a final distribution) such        
          Certificateholder's pro rata share (based on the
          aggregate Undivided Interests represented by Class A
          Certificates held by such Certificateholder) of amounts
          on deposit in the Distribution Account as are payable to
          the Class A Certificateholders pursuant to Section 4.11
          and 4.12 of the Agreement by wire transfer to an account
          or accounts designated by such Class A Certificateholders
          by written notice given to the Paying Agent not less than
          five days prior to the related Distribution Date;
          provided, however, that with respect to amounts payable
          pursuant to Section 4.11, the portion of such amounts
          constituting increased costs and Class A Breakage Costs
          shall be paid to Class A Certificateholders on the basis
          of certifications provided to the Trustee and the
          Servicer pursuant to Section 15 and subsection 11(b) of
          this Series Supplement; provided, further, that the final
          payment in retirement of the Class A Certificates will be
          made only upon presentation and surrender of the Class A
          Certificates at the office or offices specified in the
          notice of such final distribution delivered by the
          Trustee pursuant to Section 12.3.

                    (b)  On each Distribution Date, the Paying
          Agent shall distribute (in accordance with the Settlement
          Statement delivered by the Servicer to the Trustee and
          the Paying Agent pursuant to subsection 3.4(c)) to each
          Class B Certificateholder of record on the preceding
          Record Date (other than as provided in subsection 2.4(e)
          or in Section 12.3 respecting a final distribution) such
          Certificateholder's pro rata share (based on the
          aggregate Undivided Interests represented by Class B
          Certificates held by such Certificateholders) of amounts
          on deposit in the Distribution Account as are payable to
          the Class B Certificateholders pursuant to Section 4.11
          and 4.12 of the Agreement by wire transfer to an account
          or accounts designated by such Class B Certificateholder
          by written notice given to the Paying Agent not less than
          five days prior to the related Distributed Date;
          provided, however, that with respect to amounts payable
          pursuant to Section 4.11, the portion of such amounts
          constituting increased costs and Class B Breakage Costs
          shall be paid to Class B Certificateholders on the basis
          of certifications provided to the Trustee and the
          Servicer pursuant to Section 15 and subsection 11(b) of
          this Series Supplement; provided, further, that the final
          payment in retirement of the Class B Certificates will be
          made only upon presentation and surrender of the Class B
          Certificates at the office or offices specified in the
          notice of such final distribution delivered by the
          Trustee pursuant to Section 12.3.

                    (c)  On each Distribution Date, the Paying
          Agent shall distribute (in accordance with the Settlement
          Statement delivered by the Servicer to the Trustee and
          the Paying Agent pursuant to subsection 3.4(c)) to each
          Class C Certificateholder of record on the preceding
          Record Date (other than as provided in subsection 2.4(e)
          or in Section 12.3 respecting a final distribution) such
          Certificateholder's pro rata share (based on the
          aggregate Undivided Interests represented by Class C
          Certificates held by such Certificateholder) of amounts
          on deposit in the Distribution Account as are payable to
          the Class C Certificateholders pursuant to Section 4.11         
          and 4.12 of the Agreement by wire transfer to each Class
          C Certificateholder to an account or accounts designated
          by such Class C Certificateholder by written notice given
          to the Paying Agent not less than five days prior to the
          related Distribution Date; provided, however, that the
          final payment in retirement of the Class C Certificates
          will be made only upon presentation and surrender of the
          Class C Certificates at the office or offices specified
          in the notice of such final distribution delivered by the
          Trustee pursuant to Section 12.3.

                    Section 5.2  Certificateholders' Statement. 
          (a)  On the 20th day of each calendar month (or if such
          day is not a Business Day the next succeeding Business
          Day), the Paying Agent shall forward to each
          Certificateholder a statement substantially in the form
          of Exhibit D prepared by the Servicer and delivered to 
          the Trustee and the Paying Agent on the preceding 
          Determination Date setting forth the following information:

                         (i)  the total amount distributed;

                         (ii)  the amount of such distribution
               allocable to Certificate Principal;

                         (iii)  the amount of such distribution
               allocable to Certificate Interest;

                         (iv)  the amount of Principal Collections
               received in the Collection Account during the
               preceding Monthly Period and allocated in respect of
               the Class A Certificates, the Class B Certificates
               and the Class C Certificates, respectively;

                         (v)  the amount of Imputed Yield
               Collections processed during the preceding Monthly
               Period and allocated in respect of the Class A
               Certificates, the Class B Certificates and the Class
               C Certificates, respectively;

                         (vi)  the aggregate amount of Principal
               Receivables, the Invested Amount, the Class A
               Invested Amount, the Class B Invested Amount, the
               Class C Invested Amount, the Floating Allocation
               Percentage and, during the Amortization Period, the
               Fixed/Floating Allocation Percentage, Class B
               Fixed/Floating Allocation Percentage and the Class C
               Fixed/Floating Allocation Percentage, as of the end
               of the day on the last day of the related Monthly
               Period;

                         (vii)  the aggregate outstanding balance
               of Receivables which are current, 30-59, 60-89, and
               90 days and over delinquent as of the end of the day
               on the last day of the related Monthly Period;

                         (viii)  the aggregate Investor Default
               Amount for the preceding Monthly Period;

                         (ix)  the aggregate amount of Class A
               Investor Charge-Offs, Class B Investor Charge-Offs               
               and Class C Investor Charge-Offs for the preceding
               Monthly Period;

                         (x)  the amount of the Servicing Fee for
               the preceding Monthly Period;

                         (xi)  the amount of unreimbursed
               Reallocated Principal Collections for the related
               Monthly Period; 

                         (xii)  the aggregate amount of funds in
               the Excess Funding Account and the Defeasance
               Account as of the last day of the Monthly Period
               immediately preceding the Distribution Date;

                         (xiii)  the Portfolio Yield and Base Rate
               with respect to such Monthly Period; and

                         (xiv)  the Series Allocation Percentage of
               any Adjustment Payment which the Transferor is
               required but fails to make pursuant to subsection
               3.8(a) of the Agreement with respect to such Monthly
               Period, such amount to be specified only to the
               extent it is greater than zero.

                         (b)  Annual Certificateholders' Tax
          Statement.  On or before January 31 of each calendar
          year, beginning with calendar year 1998, the Paying Agent
          shall distribute to each Person who at any time during
          the preceding calendar year was a Series 1997-1
          Certificateholder, a statement prepared by the Servicer
          containing the information required to be contained in
          the regular report to Series 1997-1 Certificateholders,
          as set forth in subclauses (i), (ii) and (iii) above,
          aggregated for such calendar year or the applicable
          portion thereof during which such Person was a Series
          1997-1 Certificateholder, together with, on or before
          January 31 of each year, beginning in 1998, such other
          customary information (consistent with the treatment of
          the Certificates as debt) as the Trustee or the Servicer
          deems necessary or desirable to enable the Series 1997-1
          Certificateholders to prepare their tax returns.  Such
          obligations of the Trustee shall be deemed to have been
          satisfied to the extent that substantially comparable
          information shall be provided by the Trustee pursuant to
          any requirements of the Internal Revenue Code as from
          time to time in effect.

                    SECTION 8.  Article VI of the Agreement. 
          Article VI (except for Sections 6.1 through 6.14 thereof)
          shall read in its entirety as follows and shall be
          applicable only to the Series 1997-1:

                                  ARTICLE VI

                               THE CERTIFICATES

                    Section 6.15   Additional Class A Invested
          Amounts.  Each Class A Certificateholder agrees, by
          acceptance of its Class A Certificate, that the
          Transferor may from time to time, other than after a Pay
          Out Commencement Date and other than after the occurrence          
          of a pay out event with respect to the Series 1994-1
          Certificates, request that such Class A Certificateholder
          acquire on any Distribution Date additional undivided
          interests in the Trust in specified amounts (such
          amounts, the "Additional Class A Invested Amounts") in an
          aggregate amount for all Class A Certificateholders equal
          to the excess of the amount of the reduction in the
          invested amount of the Class A, Class B and Class C
          Series 1994-1 Certificates on such Distribution Date over
          the amount of the increase of the Class B Invested Amount
          on such Distribution Date; provided, however, that if
          such an increase in the Class A Invested Amount would
          cause a Trust Pay Out Event or a Series 1997-1 Pay Out
          Event to occur, then the amount of the increase in the
          Class A Invested Amount shall be limited on such
          Distribution Date to the maximum increase in the Class A
          Invested Amount that may be obtained without causing
          either a Trust Pay Out Event or a Series 1997-1 Pay Out
          Event to occur; provided further, that in no case shall
          the Class A Invested Amount be increased above the lesser
          of (x) the Class A Maximum Invested Amount and (y) the
          Class A Available Commitment.  The Additional Class A
          Invested Amount on any Distribution Date shall not exceed
          an amount equal to the excess of the sum of the aggregate
          amount of Principal Receivables and amounts on deposit in
          the Excess Funding Account over the greater of (a) the
          sum of (i) the aggregate invested amount of each Series
          then outstanding as of such day, including the Series
          1997-1 Certificates (prior to giving effect to such
          Additional Class A Invested Amount), minus amounts on
          deposit in the Principal Account for any Series, if any,
          and (ii) the Minimum Transferor Interest as of such day
          or (b) the Minimum Aggregate Principal Receivables less
          any principal repaid to the Series 1994-1 Certificates. 
          The Class A Certificateholders shall acquire such
          Additional Class A Invested Amount, only if (a) the Class
          C Invested Amount following the acquisition of such
          Additional Class A Invested Amount shall be at least
          equal to the Stated Class C Amount (including increases
          to the Class C Invested Amount pursuant to Section 6.16
          of the Agreement) and (b) after giving effect to the
          proposed increase in the Class A Invested Amount no
          Series 1997-1 Pay Out Event shall exist or occur as a
          result of such increase.  Each Class A Certificateholder
          agrees, by acceptance of its Class A Certificate, that it
          will acquire an amount equal to its Percentage of any
          Additional Class A Invested Amounts; provided, that no
          Class A Certificateholder shall be required to purchase
          an Additional Class A Invested Amount if such purchase
          would cause the total Class A Invested Amount held by
          such Class A Certificateholder to exceed such Class A
          Certificateholder's Percentage of the Class A Available
          Commitment.  If the Class A Certificateholders acquire
          such Additional Class A Invested Amount, each such Class
          A Certificateholder shall pay an amount equal to its
          Percentage of the Additional Class A Invested Amount to
          the Trustee and, in consideration of such payment the
          Servicer shall appropriately note the aggregate
          Additional Class A Invested Amount (and the increased
          Class A Invested Amount) on the next succeeding
          Servicer's report and direct the Trustee in writing to
          pay to the Transferor such Additional Class A Invested
          Amount, and the aggregate Invested Amount of the Class A         
          Certificates will be equal to the Invested Amount of the
          Class A Certificates stated in such Servicer's report.

                    The purchase of any Additional Class A Invested
          Amount shall be in an aggregate principal amount that is
          not less than $1,000,000 or integral multiples of
          $100,000 in excess thereof.

                    Each Class A Certificateholder shall be and is
          hereby authorized to record on the grid attached to its
          Class A Certificate (or at such Class A Certificate-
          holder's option, in its internal books and records) the
          date and amount of its percentage interest in any
          Additional Class A Invested Amount purchased by it, and
          each repayment thereof; provided that failure to make any
          such recordation on such grid or any error in such grid
          shall not adversely affect such Class A
          Certificateholder's rights with respect to its Class A
          Invested Amount and its right to receive interest
          payments in respect of the Class A Invested Amount held
          by such Class A Certificateholder.

                    Section 6.16  Additional Class C Invested
          Amounts.

                         On each Distribution Date while any Series
               1997-1 Certificates are outstanding, the Transferor may
               elect to increase the Class C Invested Amount and after
               the Pay Out Commencement Date the Transferor agrees to
               increase the Class C Invested Amount (such additional
               amounts, "Additional Class C Invested Amounts") by
               written notice to the Trustee on such date which notice
               shall specify the effective date and the amount of such
               increase in the Class C Invested Amount.  The Transferor
               agrees that, subject to satisfaction of the conditions
               specified above, (A) on the Business Day upon which the
               aggregate invested amount of the Series 1994-1 Class A,
               Class B and Class C Investor Certificates have been paid
               in full but prior to the Pay Out Commencement Date, the
               Transferor shall increase the Class C Invested Amount by
               an amount equal to the lesser of (i) the invested amount
               (to be calculated without including for such calculation
               any allocations to such Series 1994-1 Class D Investor
               Certificates on such Business Day) of the Series 1994-1
               Class D Investor Certificates on such Business Day and
               (ii) the Stated Class C Amount on such Business Day and
               shall cancel such Series 1994-1 Class D Investor
               Certificates concurrently with such increase of the Class
               C Invested Amount or (B) on and after the Pay Out
               Commencement Date (i) the Transferor shall increase the
               Class C Invested Amount on the first Distribution Date
               after the Pay Out Commencement Date by an amount equal to
               the amount of Principal Collections on deposit in the
               applicable principal account for the benefit of the
               Series 1994-1 Certificateholders on such Distribution
               Date and paid to the Series 1994-1 Certificateholders on
               such Distribution Date and (ii) on the Business Day on
               which the aggregate invested amounts of the Class A,
               Class B and Class C Investor Certificates of Series 1994-
               1 are paid in full, if such day occurs on or after the
               Pay Out Commencement Date, the Transferor shall increase
               the Class C Invested Amount by an amount equal to the
               invested amount of the Series 1994-1 Class D Investor            
               Certificates on such Business Day and shall cancel such
               Series 1994-1 Class D Investor Certificates concurrently
               with such increase of the Class C Invested Amount.

                         Section 6.17  Extension.  (a)  If a Pay Out
               Event has not occurred on or before the 30th Business Day
               preceding the Extension Date, the Transferor, in its sole
               discretion, may deliver to the Trustee on or before such
               date a notice substantially in the form of Exhibit F (the
               "Extension Notice") to this Series Supplement.  The
               Trustee shall deliver a copy of the Extension Notice and
               all documents annexed thereto to the Investor
               Certificateholders of record on the date of receipt
               thereof.  The Transferor shall state in the Extension
               Notice that it intends to extend the Revolving Period
               until the later Amortization Period Commencement Date set
               forth in the Extension Notice.  The Extension Notice
               shall also set forth the next Extension Date.  The
               following documents shall be annexed to the Extension
               Notice:  (i) a form of the Opinion of Counsel addressed
               to the Transferor and the Trustee to the effect that
               despite the extension the Trust will not be treated as an
               association taxable as a corporation (the "Extension Tax
               Opinion"); (ii) a form of the Opinion of Counsel
               addressed to the Transferor and the Trustee (the
               "Extension Opinion") to the effect that (A) the
               Transferor has the corporate power and authority to
               effect the Extension, (B) the extension has been duly
               authorized by the Transferor, and (C) all conditions
               precedent to the Extension required by this Section 6.17
               have been fulfilled; and (iii) a form of Investor
               Certificateholder Election Notice substantially in the
               form of Exhibit G (the "Election Notice") to this Series
               Supplement.  In addition, the Extension Notice shall
               state that any Investor Certificateholder electing to
               approve the Extension must do so on or before the
               Election Date (as defined below) by returning the annexed
               Election Notice properly executed to the Trustee in the
               manner described below.  The Extension Notice shall also
               state that an Investor Certificateholder may withdraw any
               such election in whole or in part on or before the
               Election Date, and the Transferor, in its sole
               discretion, may, prior to the Election Date, withdraw its
               election to extend the Revolving Period.  Any Holder that
               elects to approve an Extension hereunder shall deliver a
               duly executed Election Notice to the Trustee at the
               address designated in the Extension Notice on or before
               3:00 p.m., New York City time, on or before the fifth
               Business Day preceding the Extension Date (such Business
               Day constituting the "Election Date").

                         (b)  No extension shall occur unless each of
               the following conditions have been satisfied prior to the
               close of business on the Election Date:  (i) no Pay Out
               Event shall have occurred and be continuing, (ii) there
               shall have been delivered to the Trustee (A) the
               Extension Tax Opinion and the Extension Opinion, each
               addressed to the Trustee and (B) written confirmation
               from each Rating Agency rating any class of the
               Certificates at the request of the Transferor at the time
               of such Extension that the Extension will not cause such
               Rating Agency to lower or withdraw its then current
               rating of such Investor Certificates, (iii) each of the          
               holders of the Class A Certificates, the Class B
               Certificates and the Class C Certificates shall have
               elected to approve the Extension by returning to the
               Trustee on or before the Election Date the executed
               Election Notice annexed to the Extension Notice delivered
               to the Certificateholders pursuant to subsection 6.17(a)
               of the Agreement.  If, by the close of business on the
               Election Date, all of the conditions stated in this
               subsection 6.17(b) of the Agreement have not been
               satisfied and all such documents delivered to the Trustee
               pursuant to this subsection 6.17(b) of the Agreement are
               not in form satisfactory to it, or if the Transferor has
               notified the Trustee, prior to the Election Date, that
               the Transferor has exercised its right to withdraw its
               election of an Extension, no Extension shall occur.

                         (c)  The execution by the required number of
               Investor Certificateholders of the applicable Election
               Notice and return thereof to the Trustee by the required
               date and time, the continued election by the Transferor
               to extend the Revolving Period at the Election Date, and
               the compliance with all of the provisions of this Section
               6.17, shall evidence an extension or renewal of the
               obligations represented by the Investor Certificates, and
               not a novation or extinguishment of such obligations or a
               substitution with respect thereto.

                         (d)  To the extent required by applicable laws
               and regulations, as evidenced by an Opinion of Counsel
               delivered by the Transferor to the Trustee, the
               provisions of this Section 6.17 shall or may be modified
               to comply with all applicable laws and regulations in
               effect at the time of the Extension.

                         SECTION 9.  Series 1997-1 Pay Out Events.  If
               any one of the following events shall occur with respect
               to the Series 1997-1 Certificates:

                              (a)  failure on the part of the Transferor
               (i) to make any payment or deposit required to be made by
               the Transferor by the terms of (A) the Agreement or (B)
               this Series Supplement, on or before the date occurring
               five Business Days after the date such payment or deposit
               is required to be made herein, (ii) to perform in all
               material respects the Transferor's covenant not to sell,
               pledge, assign, or transfer to any person, or grant any
               unpermitted lien on, any Receivable, except as expressly
               provided in the Agreement; or (iii) duly to observe or
               perform in any material respect any covenants or
               agreements of the Transferor set forth in the Agreement
               or this Series Supplement, which failure has a material
               adverse effect on the Series 1997-1 Certificateholders
               and which continues unremedied for a period of 60 days
               after the date on which written notice of such failure,
               requiring the same to be remedied, shall have been given
               to the Transferor by the Trustee, or to the Transferor
               and the Trustee by the Holders of Series 1997-1
               Certificates evidencing Undivided Interests aggregating
               greater than 50% of any of the Class A Invested Amount,
               Class B Invested Amount or the Class C Invested Amount,
               and continues to affect materially and adversely the
               interests of the Series 1997-1 Certificateholders for
               such period; 

                              (b)  any representation or warranty made
               by the Transferor in the Agreement or this Series
               Supplement, (i) shall prove to have been incorrect in any
               material respect when made, which continues to be
               incorrect in any material respect for a period of 60 days
               after the date on which written notice of such failure,
               requiring the same to be remedied, shall have been given
               to the Transferor by the Trustee, or to the Transferor
               and the Trustee by the Holders of the Series 1997-1
               Certificates evidencing Undivided Interests aggregating
               more than 50% of any of the Class A Invested Amount,
               Class B Invested Amount or the Class C Invested Amount,
               and (ii) as a result of which the interests of the Series
               1997-1 Certificateholders are materially and adversely
               affected and continue to be materially and adversely
               affected for such period; provided, however, that a
               Series 1997-1 Pay Out Event pursuant to this subsection
               9(b) shall not be deemed to have occurred hereunder if
               the Transferor has accepted reassignment of the related
               Receivable, or all of such Receivables, if applicable,
               during such period in accordance with the provisions of
               the Agreement; 

                              (c)  the average of the Portfolio Yields
               for any three consecutive Monthly Periods is reduced to a
               rate which is less than the weighted average of the
               weighted average Base Rates for such three consecutive
               Monthly Periods;

                              (d)  (i) the Transferor Interest shall be
               less than the Minimum Transferor Interest, (ii) (A) the
               Series Allocation Percentage of the sum of the total
               amount of Principal Receivables plus amounts on deposit
               in the Excess Funding Account shall be less than (B) the
               sum of the Class A Outstanding Principal Amount, the
               Class B Outstanding Principal Amount and the Class C
               Outstanding Principal Amount or (iii) the total amount of
               Principal Receivables and the amount on deposit in the
               Excess Funding Account shall be less than the Minimum
               Aggregate Principal Receivables (provided that for
               purposes of determining Minimum Aggregate Principal
               Receivables, for so long as the Series 1994-1
               Certificates are outstanding, the Initial Invested Amount
               of Series 1994-1 shall mean $1,022,728,000), in each case
               as of any Determination Date;

                              (e)  any Servicer Default shall occur
               which would have a material adverse effect on the Series
               1997-1 Certificateholders; 

                              (f)  the amount on deposit in the Excess
               Funding Account as a percentage of the sum of the
               aggregate amount of Principal Receivables plus the amount
               on deposit in the Excess Funding Account shall equal or
               exceed 30% on the last day of three consecutive Monthly
               Periods; or

                              (g)  FCI or FNB shall consent to the
               appointment of a bankruptcy trustee or receiver or
               liquidator in any bankruptcy proceeding or any other
               insolvency, readjustment of debt, marshalling of assets
               and liabilities or similar proceedings of or relating to
               all or substantially all of its property; or a decree or         
               order of a court or agency or supervisory authority
               having jurisdiction in the premises for the appointment
               of a bankruptcy trustee or receiver or liquidator in any
               bankruptcy proceeding or any other insolvency,
               readjustment of debt, marshalling of assets and
               liabilities or similar proceedings, or for the winding-up
               or liquidation of its affairs, shall have been entered
               against FCI or FNB; or FCI or FNB shall admit in writing
               its inability to pay its debts generally as they become
               due, file a petition to take advantage of any applicable
               insolvency or reorganization statute including the U.S.
               bankruptcy code, make an assignment for the benefit of
               its creditors or voluntarily suspend payment of its
               obligations;

               then, in the case of any event described in subparagraph
               (a), (b) or (e), after the applicable grace period, if
               any, set forth in such subparagraphs, the Holders of
               Series 1997-1 Certificates evidencing Undivided Interests
               aggregating more than 50% of any of the Class A Invested
               Amount, the Class B Invested Amount or the Class C
               Invested Amount by notice then given in writing to the
               Trustee, the Transferor and the Servicer may declare that
               a pay out event (a "Series 1997-1 Pay Out Event") has
               occurred as of the date of such notice, and in the case
               of any event described in subparagraphs (c), (d), (f) or
               (g), a Series 1997-1 Pay Out Event shall occur without
               any notice or other action on the part of the Trustee or
               the Series 1997-1 Certificateholders immediately upon the
               occurrence of such event.

                         SECTION 10.  Series 1997-1 Termination.  The
               right of the Series 1997-1 Certificateholders to receive
               payments from the Trust will terminate on the first
               Business Day following the Series 1997-1 Termination Date
               unless such Series is an Affected Series as specified in
               Section 12.1(c) of the Agreement and the sale
               contemplated therein has not occurred by such date, in
               which event the Series 1997-1 Certificateholders shall
               remain entitled to receive proceeds of such sale when
               such sale occurs.

                         SECTION 11.  Pre-Payment of Certificates.  (a)
               The Holder of the Exchangeable Transferor Certificate may
               specify upon an Exchange, pursuant to Section 6.9 of the
               Agreement, that the purchaser of a newly issued Series
               deposit payment therefor, in full or in part, in the
               Defeasance Account in an amount not to exceed the
               Invested Amount on such date.  On the Closing Date the
               Trustee shall, for the benefit of the Certificateholders,
               establish and maintain with a Qualified Institution in
               the name of the Trust, a certain segregated trust account
               (the "Defeasance Account").  Any amounts on deposit in
               the Defeasance Account on any Business Day shall be
               invested at the direction of the Servicer in Cash
               Equivalents which mature on the next succeeding Business
               Day.  On each Business Day following a deposit of funds
               to the Defeasance Account, the aggregate proceeds of any
               such investment shall be deposited in the Collection
               Account and treated as Investment Earnings for
               application as Available Series 1997-1 Imputed Yield
               Collections.
                              (b)  Upon the direction of the Servicer
               any amounts, up to the Invested Amount, on deposit in the
               Defeasance Account may, or upon the occurrence of a Pay
               Out Event the amount on deposit in the Defeasance Account
               shall, be deposited in the Principal Account for
               distribution on a date to be specified by the Transferor
               (which shall not be later than the Distribution Date in
               the next succeeding Monthly Period) to be applied
               first to the payment of Class A Principal, second to the
               payment of Class B Principal and third to the payment of
               Class C Principal.  Such amounts shall be applied and
               paid in accordance with Sections 4.7, 4.12 and 5.1 of the
               Agreement.  In the event the date of payment of such
               amounts is not a Distribution Date, a Certificateholder
               may provide to the Trustee and the Servicer within 30
               days of such payment a written certificate setting forth
               any reasonable loss or expense that such
               Certificateholder sustained or incurred as a consequence
               of such payment being made on a date other than a
               Distribution Date (with respect to the Class A
               Certificates, "Class A Breakage Costs" and with respect
               to the Class B Certificates, "Class B Breakage Costs")
               and, pursuant to subsections 4.9(a)(ix) and 4.9(a)(x) of
               the Agreement and as further specified in Section 4.11
               and subsection 5.1(a) of the Agreement, an amount equal
               to the Class A Breakage Costs shall be paid to Class A
               Certificateholders to the extent of funds available
               therefor, and upon payment in full of the Class A
               Breakage Costs, an amount equal to the Class B Breakage
               Costs shall be paid to the Class B Certificateholders to
               the extent of funds available therefor.  Subsequent to
               any reduction of the Class A Invested Amount as a result
               of payments pursuant to this Section 11, the Class A
               Invested Amount, may be increased pursuant to the terms
               and conditions set forth in Section 6.15 of the
               Agreement.

                         SECTION 12.  Legends; Transfer and Exchange;
               Restrictions on Transfer of Series 1997-1 Certificates;
               Tax Treatment. 

                              (a)  Each Class A Certificate and Class B
               Certificate will bear a legend substantially in the
               following form:

                         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
                    REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                    AMENDED (THE "SECURITIES ACT"), OR ANY STATE
                    SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING
                    THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY
                    BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
                    TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
                    ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANT TO
                    RULE 144A UNDER THE SECURITIES ACT TO AN
                    INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY
                    BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
                    THE MEANING OF RULE 144A ("QIB") PURCHASING FOR ITS
                    OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
                    QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
                    THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
                    IS BEING MADE IN RELIANCE ON RULE 144A, OR TO THE
                    TRANSFEROR.  EACH CERTIFICATE OWNER BY ACCEPTING A
                    BENEFICIAL INTEREST IN THIS CERTIFICATE IS DEEMED TO        
                    REPRESENT AND WARRANT THAT IT IS A QIB PURCHASING
                    FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE
                    ACCOUNT OF ANOTHER QIB.  THE TRANSFER OF THIS
                    CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET
                    FORTH IN THE POOLING AND SERVICING AGREEMENT
                    REFERRED TO HEREIN.  EACH CLASS [A] [B] CERTIFICATE
                    OWNER BY ACCEPTING A BENEFICIAL INTEREST IN THIS
                    CERTIFICATE FURTHER REPRESENTS AND WARRANTS FOR THE
                    BENEFIT OF FINGERHUT RECEIVABLES, INC. THAT SUCH
                    PURCHASER IS NOT AND WILL NOT BECOME A PARTNERSHIP,
                    SUBCHAPTER S CORPORATION OR GRANTOR TRUST FOR UNITED
                    STATES FEDERAL INCOME TAX PURPOSES FOR SO LONG AS
                    SUCH PURCHASER HOLDS A BENEFICIAL INTEREST IN THIS
                    CERTIFICATE.
                 
                         THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR
                    SOLD, TRADED OR TRANSFERRED TO A PERSON WHO IS NOT
                    EITHER (A)(I) A CITIZEN OR RESIDENT OF THE UNITED
                    STATES, (II) A CORPORATION, PARTNERSHIP OR OTHER
                    ENTITY ORGANIZED IN OR UNDER THE LAWS OF THE UNITED
                    STATES OR ANY POLITICAL SUBDIVISION THEREOF OR (III)
                    A PERSON NOT DESCRIBED IN (I) OR (II) WHOSE
                    OWNERSHIP OF THE CLASS [A] [B] CERTIFICATES IS
                    EFFECTIVELY CONNECTED WITH SUCH PERSON'S CONDUCT OF
                    A TRADE OR BUSINESS WITHIN THE UNITED STATES (WITHIN
                    THE MEANING OF THE INTERNAL REVENUE CODE OF 1986, AS
                    AMENDED (THE "CODE")) AND ITS OWNERSHIP OF ANY
                    INTEREST IN A CLASS [A] [B] CERTIFICATE WILL NOT
                    RESULT IN ANY WITHHOLDING OBLIGATION WITH RESPECT TO
                    ANY PAYMENTS WITH RESPECT TO THE CLASS [A] [B]
                    CERTIFICATES BY ANY PERSON (OTHER THAN WITHHOLDING,
                    IF ANY, UNDER SECTION 1446 OF THE CODE) OR (B) AN
                    ESTATE THE INCOME OF WHICH IS INCLUDIBLE IN GROSS
                    INCOME FOR UNITED STATES FEDERAL INCOME TAX PURPOSES
                    OR ANY TRUST IF A COURT WITHIN THE UNITED STATES IS
                    ABLE TO EXERCISE PRIMARY SUPERVISION OVER THE
                    ADMINISTRATION OF THE TRUST AND ONE OR MORE UNITED
                    STATES FIDUCIARIES HAVE THE AUTHORITY TO CONTROL ALL
                    SUBSTANTIAL DECISIONS OF THE TRUST.

                          NO SALE, ASSIGNMENT, PARTICIPATION, PLEDGE,
                    HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THIS
                    CERTIFICATE (OR ANY INTEREST THEREIN) SHALL BE MADE
                    UNLESS THE TRANSFEROR SHALL HAVE GRANTED ITS PRIOR
                    CONSENT THERETO, WHICH CONSENT MAY NOT BE
                    UNREASONABLY WITHHELD.  THIS CERTIFICATE MAY NOT BE
                    ACQUIRED, SOLD, TRADED OR TRANSFERRED, NOR MAY AN
                    INTEREST IN THIS CERTIFICATE BE MARKETED, ON OR
                    THROUGH (I) AN "ESTABLISHED SECURITIES MARKET"
                    WITHIN THE MEANING OF SECTION 7704(b)(1) OF THE CODE
                    AND ANY PROPOSED, TEMPORARY OR FINAL TREASURY
                    REGULATION THEREUNDER, INCLUDING, WITHOUT
                    LIMITATION, AN OVER-THE-COUNTER-MARKET OR AN
                    INTERDEALER QUOTATION SYSTEM THAT REGULARLY
                    DISSEMINATES FIRM BUY OR SELL QUOTATIONS OR (II) A
                    "SECONDARY MARKET" WITHIN THE MEANING OF SECTION
                    7704(b)(2) OF THE CODE AND ANY PROPOSED, TEMPORARY
                    OR FINAL TREASURY REGULATION THEREUNDER, INCLUDING A
                    MARKET WHEREIN INTERESTS IN THE CLASS [A] [B]
                    CERTIFICATES ARE REGULARLY QUOTED BY ANY PERSON
                    MAKING A MARKET IN SUCH INTERESTS AND A MARKET
                    WHEREIN ANY PERSON REGULARLY MAKES AVAILABLE BID OR
                    OFFER QUOTES WITH RESPECT TO INTERESTS IN THE CLASS         
                    [A] [B] CERTIFICATES AND STANDS READY TO EFFECT BUY
                    OR SELL TRANSACTIONS AT THE QUOTED PRICES FOR ITSELF
                    OR ON BEHALF OF OTHERS.

                              (b)  Each Class A Certificate, Class B
               Certificate and Class C Certificate will bear a legend
               substantially in the following form:

                         EACH PURCHASER REPRESENTS AND WARRANTS FOR THE
                    BENEFIT OF FINGERHUT RECEIVABLES, INC. THAT, UNLESS
                    SUCH PURCHASER, AT ITS EXPENSE, DELIVERS TO THE
                    TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION
                    OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT
                    THE PURCHASE OR HOLDING OF A CLASS A CERTIFICATE, 
                    CLASS B CERTIFICATE OR CLASS C CERTIFICATE BY SUCH
                    PURCHASER WILL NOT RESULT IN THE ASSETS OF THE TRUST
                    BEING DEEMED TO BE "ASSETS OF THE BENEFIT PLAN" AND
                    SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF
                    THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
                    AS AMENDED ("ERISA") AND THE CODE AND WILL NOT
                    SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE SERVICER
                    TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN
                    THE POOLING AND SERVICING AGREEMENT, SUCH PURCHASER
                    IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN
                    SECTION 3(3) OF ERISA) THAT IS SUBJECT TO THE
                    PROVISIONS OF TITLE I OF ERISA, (II) A PLAN
                    DESCRIBED IN SECTION 4975(e)(1) OF THE CODE, (III) A
                    GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
                    ERISA, SUBJECT TO ANY FEDERAL, STATE, OR LOCAL LAW
                    WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE
                    PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975
                    OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS
                    INCLUDE PLAN ASSETS (AS DEFINED IN 29 C.F.R. SECTION
                    2510.3-101 OR OTHERWISE UNDER ERISA) BY REASON OF A
                    PLAN'S INVESTMENT IN THE ENTITY OR (V) A PERSON
                    INVESTING PLAN ASSETS OF ANY SUCH PLAN (INCLUDING
                    FOR PURPOSES OF CLAUSES (IV) AND (V), ANY INSURANCE
                    COMPANY GENERAL ACCOUNT, BUT EXCLUDING ANY ENTITY
                    REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940,
                    AS AMENDED).

                              (c)  Each Class C Certificate will bear a
               legend substantially in the following form:

                         THIS CERTIFICATE (OR ITS PREDECESSOR) WAS
                    ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
                    REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
                    AMENDED (THE "SECURITIES ACT").  THIS CERTIFICATE
                    HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
                    ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE AND
                    MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
                    TRANSFERRED UNLESS REGISTERED PURSUANT TO OR EXEMPT
                    FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY
                    OTHER APPLICABLE SECURITIES LAW.  FINGERHUT
                    RECEIVABLES, INC. SHALL BE PROHIBITED FROM
                    TRANSFERRING ANY INTEREST IN OR PORTION OF THIS
                    CERTIFICATE UNLESS, PRIOR TO SUCH TRANSFER, IT SHALL
                    HAVE DELIVERED TO THE TRUSTEE AN OPINION OF COUNSEL
                    TO THE EFFECT THAT SUCH PROPOSED TRANSFER WILL NOT
                    ADVERSELY AFFECT THE FEDERAL INCOME TAX
                    CHARACTERIZATION OF ANY OUTSTANDING SERIES OF
                    INVESTOR CERTIFICATES.  THE TRANSFER OF THIS
                    CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET            
                    FORTH IN THE POOLING AND SERVICING AGREEMENT
                    REFERRED TO HEREIN.  

                         NO SALE, ASSIGNMENT, PARTICIPATION, PLEDGE,
                    HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THIS
                    CERTIFICATE (OR ANY INTEREST THEREIN) SHALL BE MADE
                    UNLESS THE TRANSFEROR SHALL HAVE GRANTED ITS PRIOR
                    CONSENT THERETO, WHICH CONSENT MAY NOT BE
                    UNREASONABLY WITHHELD.  NOR MAY AN INTEREST IN THIS
                    CERTIFICATE BE MARKETED, ON OR THROUGH (I) AN
                    "ESTABLISHED SECURITIES MARKET" WITHIN THE MEANING
                    OF SECTION 7704(b)(1) OF THE INTERNAL REVENUE CODE
                    OF 1986, AS AMENDED (THE "CODE") AND ANY PROPOSED,
                    TEMPORARY OR FINAL TREASURY REGULATION THEREUNDER,
                    INCLUDING, WITHOUT LIMITATION, AN OVER-THE-COUNTER-
                    MARKET OR AN INTERDEALER QUOTATION SYSTEM THAT
                    REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS
                    OR (II) A "SECONDARY MARKET" WITHIN THE MEANING OF
                    SECTION 7704(b)(2) OF THE CODE AND ANY PROPOSED,
                    TEMPORARY OR FINAL TREASURY REGULATION THEREUNDER,
                    INCLUDING A MARKET WHEREIN INTERESTS IN THE CLASS C
                    CERTIFICATES ARE REGULARLY QUOTED BY ANY PERSON
                    MAKING A MARKET IN SUCH INTERESTS AND A MARKET
                    WHEREIN ANY PERSON REGULARLY MAKES AVAILABLE BID OR
                    OFFER QUOTES WITH RESPECT TO INTERESTS IN THE CLASS
                    C CERTIFICATES AND STANDS READY TO EFFECT BUY OR
                    SELL TRANSACTIONS AT THE QUOTED PRICES FOR ITSELF OR
                    ON BEHALF OF OTHERS.

                              (d)  Upon surrender for registration of
               transfer of a Class A Certificate, Class B Certificate or
               Class C Certificate at the office of the Transfer Agent
               and Registrar, accompanied by a certification by the
               potential purchaser substantially in the form attached as
               Exhibit E executed by such purchaser or by such
               purchaser's attorney thereunto duly authorized in
               writing, such Class A Certificate, Class B Certificate or
               Class C Certificate shall be transferred upon the
               register, and the Transferor shall execute, and the
               Trustee shall authenticate and deliver, in the name of
               the designated transferees one or more new registered
               Class A Certificates, Class B Certificates or Class C
               Certificates of any authorized denominations and of a
               like aggregate principal amount and tenor.  Transfers and
               exchanges of Class A Certificates, Class B Certificates
               and Class C Certificates shall be subject to the
               restrictions set forth in this Section 12, to such
               restrictions as shall be set forth in the text of the
               Class A Certificates, Class B Certificates and Class C
               Certificates, and, with respect to Transfers other than
               by an SPCPC to its Program Banks, such reasonable
               regulations as may be prescribed by the Transferor. 
               Successive registrations and registrations of transfers
               as aforesaid may be made from time to time as desired,
               and each such registration shall be noted on the
               register.

                              (e)  The Transferor shall be prohibited
               from transferring any interest in or portion of the Class
               C Certificate unless, prior to such Transfer, it shall
               have delivered to the Trustee an Opinion of Counsel to
               the effect that such proposed Transfer will not adversely        
               affect the Federal income tax characterization of any
               outstanding Series of Investor Certificates.  In no event
               shall any interest in or portion of the Class C
               Certificate be transferred to Fingerhut.  Prior to the
               transfer of any interest in the Class C Certificate by
               the Transferor the conditions specified in Section 13 of
               this Series Supplement must be satisfied.

                              (f)  No transfer of a Class A Certificate,
               Class B Certificate or Class C Certificate will be
               permitted to be made to a Benefit Plan unless such
               Benefit Plan, at its expense, delivers to the Trustee,
               the Servicer and the Transferor an opinion of counsel
               satisfactory to them to the effect that the purchase or
               holding of a Class A Certificate, Class B Certificate or
               Class C Certificate by such Benefit Plan will not result
               in the assets of the Trust being deemed to be "assets of
               the Benefit Plan" and subject to the prohibited
               transaction provisions of ERISA and the Internal Revenue
               Code and will not subject the Trustee, the Transferor or
               the Servicer to any obligation in addition to those
               undertaken in the Agreement.  Unless such opinion is
               delivered, each person acquiring a Class A Certificate,
               Class B Certificate or Class C Certificate or the
               beneficial ownership of a Class A Certificate, Class B
               Certificate or Class C Certificate will be deemed to
               represent to the Trustee, the Transferor and the Servicer
               that it is not (i) an employee benefit plan (as defined
               in Section 3(3) of ERISA) that is subject to the
               provisions of Title I of ERISA, (ii) a plan described in
               Section 4975(e)(1) of the Internal Revenue Code, (iii) a
               governmental plan, as defined in Section 3(32) of ERISA,
               subject to any federal, state or local law which is, to a
               material extent, similar to the provisions of Section 406
               of ERISA or Section 4975 of the Internal Revenue Code,
               (iv) an entity whose underlying assets include plan
               assets (as defined in 29 C.F.R. Section 2510.3-101 or
               otherwise under ERISA) by reason of a plan's investment
               in the entity or (v) a person investing plan assets of
               any such plan (including for purposes of clauses (iv) and
               (v), insurance company general account, but excluding any
               entity registered under the Investment Company Act of
               1940, as amended).

                              (g)  The Class A Certificateholders and
               Class B Certificateholders shall comply with their
               obligations under Section 3.7 of the Agreement with
               respect to the tax treatment of the Class A Certificates
               and Class B Certificates, except to the extent that a
               relevant taxing authority has disallowed such treatment.

                              (h)  In accordance with Section 6.2 of the
               Agreement, no sale, assignment, participation, pledge,
               hypothecation, transfer or other disposition (a
               "Transfer") of a Class A Certificate, Class B Certificate
               or Class C Certificate (or any interest therein) shall be
               made unless the Transferor shall have granted its prior
               consent thereto, which consent may not be unreasonably
               withheld; provided, however, that for purposes of this
               sentence, it shall in all cases be reasonable for the
               Transferor to withhold consent to such proposed sale,
               assignment, participation, pledge, hypothecation,
               transfer or other disposition of all or any part of a            
               Class A Certificate, Class B Certificate or Class C
               Certificate (or any interest therein) if the transaction
               would, if effected, give rise to any adverse tax
               consequence or if such Transfer would create more than an
               insubstantial risk that the Trust would be classified for
               federal or any applicable state tax purposes as an
               association or publicly traded partnership taxable as a
               corporation, each as determined in the sole and absolute
               discretion of the Transferor; provided, further, that any
               attempted Transfer that would cause the number of
               Targeted Holders (as defined herein) to exceed one-
               hundred shall be void. 

                              (i)  Each purchaser of an interest in a
               Class A Certificate, Class B Certificate or Class C
               Certificate shall certify that it is a Person who is
               either (A)(i) a citizen or resident of the United States,
               (ii) a corporation or other entity organized in or under
               the laws of the United States or any political
               subdivision thereof or (iii) a Person not described in
               (i) or (ii) whose ownership of the Class A Certificates,
               Class B Certificates or Class C Certificates is
               effectively connected with such person's conduct of a
               trade or business within the United States (within the
               meaning of the Internal Revenue Code) and whose ownership
               of any interest in a Class A Certificate, Class B
               Certificate or Class C Certificate will not result in any
               withholding obligation with respect to any payments with
               respect to the Class A Certificates, Class B Certificates
               or Class C Certificates, as applicable, by any Person or
               (B) an estate the income of which is includible in gross
               income for United States federal income tax purposes or
               any trust if a court within the United States is able to
               exercise primary supervision over the administration of
               the trust and one or more United States fiduciaries have
               the authority to control all substantial decisions of the
               trust.  Each such purchaser shall agree that if they are
               a Person described in clause (A)(iii) above, they will
               furnish to the Person from whom they are acquiring a
               Class A Certificate, Class B Certificate or Class C
               Certificate, the Servicer and the Trustee, a properly
               executed U.S. Internal Revenue Service Form 4224 and a
               new Form 4224, or any successor applicable form, upon the
               expiration or obsolescence of any previously delivered
               form (and such other certifications, representations or
               opinions of counsel as may be requested by the
               Transferor, the Servicer or the Trustee). 

                              (j)  Each purchaser of an interest in a
               Class A Certificate, Class B Certificate or Class C
               Certificate shall certify that if it is not created or
               organized under the laws of the United States or any
               State thereof (including the District of Columbia) it
               will, upon written notice by the Transferor that the
               Transferor intends, pursuant to Section 1446 or other
               applicable section of the Internal Revenue Code, to
               withhold U.S. tax (a "Withholding Tax") from amounts paid
               or accruing hereunder to such purchaser (such
               determination being a "Withholding Event"), for tax years
               for which the purchaser has already filed U.S. federal
               income tax returns (each a "Prior Tax Year") prior to
               proper notice of such Withholding Event, provide (A) a
               signed officer's certificate of such purchaser stating           
               that amounts paid or accruing hereunder have been
               included in such purchaser's U.S. federal income tax
               returns for each such Prior Tax Year, which certificate
               may be relied on by the Transferor in asserting to the
               Internal Revenue Service the applicability of Section
               1463 of the Internal Revenue Code with respect to any
               Withholding Tax for each such Prior Tax Year and (B)
               provide information to the Transferor or, at the option
               of such purchaser, to the Internal Revenue Service in
               support of the application of Section 1463 of the
               Internal Revenue Code for each such Prior Tax Year.

                              (k)  Each purchaser of an interest in a
               Class A Certificate, Class B Certificate or Class C
               Certificate shall certify that it is not and will not
               become a partnership, subchapter S corporation or grantor
               trust for United States federal income tax purposes for
               so long as such purchaser holds a beneficial interest in
               such Class A Certificate, Class B Certificate or Class C
               Certificate, respectively.

                              (l)  Each purchaser of an interest in a
               Class A Certificate, Class B Certificate or Class C
               Certificate shall certify that it has neither acquired
               nor will it Transfer the Class A Certificate, Class B
               Certificate or Class C Certificate (or any interest
               therein) or cause the Class A Certificate, Class B
               Certificate or Class C Certificate (or any interest
               therein) to be marketed on or through (i) an "established
               securities market" within the meaning of Section
               7704(b)(1) of the Internal Revenue Code, and any treasury
               regulation thereunder, including, without limitation, an
               over-the-counter market or an interdealer quotation
               system that regularly disseminates firm buy or sell
               quotations or (ii) a "secondary market" within the
               meaning of Section 7704(b)(2) of the Internal Revenue
               Code and any treasury regulation thereunder, including a
               market wherein the Class A Certificates, Class B
               Certificates or Class C Certificates (or any interest
               therein) are regularly quoted by any person making a
               market in such interests and a market wherein any person
               regularly makes available bid or offer quotes with
               respect to the Class A Certificates, Class B Certificates
               or Class C Certificates (or any interest therein) and
               stands ready to effect buy or sell transactions at the
               quoted prices for itself or on behalf of others.  Such
               purchaser shall acknowledge that it is aware that the
               opinion of special tax counsel to the Transferor
               regarding the Trust's status is dependent in part on the
               accuracy of the preceding sentence.

                              (m)  No subsequent transfer of a Class A
               Certificate, Class B Certificate or Class C Certificate
               is permitted unless (i) such transfer is of a Class A
               Certificate, Class B Certificate or Class C Certificate
               with a minimum principal amount of at least $500,000 and
               (ii) the condition specified in clause (h) above shall
               have been satisfied; provided, that any attempted
               transfer that would cause the number of Targeted Holders
               to exceed one-hundred shall be void.

                         SECTION 13.  Sale of Class C Certificates.  The
               Transferor may at any time, without the consent of the           
               Class A Certificateholders or the Class B
               Certificateholders, (i) sell or transfer all or a portion
               of the Class C Certificates in one or more classes and
               (ii) in connection with any such sale or transfer, enter
               into a supplemental agreement with the Trustee or an
               amendment and restatement of this Series Supplement
               pursuant to which the Transferor and the Trustee may set
               forth the amount of monthly interest due Class C
               Certificateholders, provide for the payment of additional
               amounts with respect to any shortfall in payments of such
               interest and provide for such other provisions with
               respect to the Class C Certificates as may be specified
               in such agreement, provided that in each such case (A)
               the Transferor shall have given notice to the Trustee,
               the Servicer and any Rating Agencies then rating the
               outstanding Class A Certificates or Class B Certificates
               at the request of the Transferor of such proposed sale or
               transfer of the Class C Certificates and such agreement
               at least five Business Days prior to the consummation of
               such sale or transfer and the execution of such proposed
               agreement or if the Class A Certificates or Class B
               Certificates are not then rated, Certificateholders
               evidencing Undivided Interests aggregating more than
               66 2/3% of the aggregate Class A Invested Amount and
               Class B Invested Amount shall have consented to the
               consummation of such sale or transfer and the execution
               of the proposed amendment; (B) the Rating Agency
               Condition shall have been satisfied prior to the
               consummation of such proposed sale or transfer of Class C
               Certificates or the execution of such agreement; (C) the
               Transferor shall have delivered an Officer's Certificate,
               dated the date of the consummation of such sale or
               transfer and the effectiveness of such agreement, to the
               effect that, in the reasonable belief of the Transferor,
               such action will not, based on the facts known to such
               officer at the time of such certification, cause a Pay
               Out Event to occur with respect to any Series; and (D)
               the Transferor will have delivered an Opinion of Counsel
               dated the date of such sale or subdivision to the effect
               that (i) the certificates issued and sold to third
               parties will be characterized as indebtedness or an
               interest in a partnership (not taxable as a corporation)
               for Federal income tax purposes, (ii) the subdivision
               will not adversely affect the Federal income tax
               characterization of any outstanding Series of investor
               certificates or outstanding Class of Series 1997-1
               Certificates and (iii) the subdivision will not be
               treated as a taxable sale, exchange or other disposition
               for Federal income tax purposes; provided, further, as a
               condition to the sale or transfer of all or a portion of
               the Class C Certificates the transferee shall be required
               to agree not to institute against, or join any other
               Person in instituting against, the Trust or the
               Transferor any bankruptcy, reorganization, arrangement,
               insolvency or liquidation proceeding, or other proceeding
               under any federal or state bankruptcy or similar law, for
               one year and one day after all Investor Certificates are
               paid in full.

                         SECTION 14.  Purchases of Certificates by the
               Transferor.  The Transferor may from time to time,
               purchase Certificates on the secondary market and request
               the Trustee to cancel such Certificates held by the              
               Transferor and reduce the Invested Amount by a
               corresponding amount; provided, however, that any such
               offer by the Transferor to purchase Class A Certificates
               or Class B Certificates shall be made to each such
               Certificateholder and such purchase will be made pro rata
               from each of the Certificateholders that agrees to sell
               such Certificates to the Transferor.

                         SECTION 15.  Increased Costs.  (a) 
               Notwithstanding any other provision herein, if after the
               Closing Date, any change in applicable law or regulation
               or in the interpretation or administration thereof by any
               Governmental Authority charged with the interpretation or
               administration thereof (whether or not having the force
               of law) shall change the basis of taxation of payments to
               any Class A Certificateholder or Class B
               Certificateholder that is a commercial bank or controlled
               by a commercial bank of the principal of or interest on
               any Class A Certificate or Class B Certificate (other
               than changes in respect of taxes imposed on the overall
               net income of such Class A Certificateholder or Class B
               Certificateholder by the jurisdiction in which such Class
               A Certificateholder or Class B Certificateholder has its
               principal office or by any political subdivision or
               taxing authority therein), and the result shall be to
               increase the cost to such Class A Certificateholder or
               Class B Certificateholder of holding any Class A
               Certificate or Class B Certificate or to reduce the
               amount of any sum received or receivable by such Class A
               Certificateholder or Class B Certificateholder hereunder
               (whether of principal or interest) in respect thereof by
               an amount deemed by such Class A Certificateholder or
               Class B Certificateholder to be material, then the
               Trustee will pay to such Class A Certificateholder or
               Class B Certificateholder upon demand such additional
               amount or amounts as will compensate such Class A
               Certificateholder or Class B Certificateholder for such
               additional costs incurred or reduction suffered. 
               Notwithstanding any other provision herein, if after the
               Closing Date, any change in applicable law or regulation
               or in the interpretation or administration thereof by any
               Governmental Authority charged with the interpretation or
               administration thereof (whether or not having the force
               of law) shall impose, modify or deem applicable any
               reserve, special deposit or similar requirement against
               assets of, deposits with or for the account of or credit
               extended by any Class A Certificateholder or Class B
               Certificateholder or, with respect to any SPCPC, any
               related Program Bank, or shall impose on such Class A
               Certificateholder, Class B Certificateholder or Program
               Bank or the London interbank market any other condition
               affecting this Series Supplement or any Class A
               Certificate or Class B Certificate owned by such Class A
               Certificateholder or Class B Certificateholder, and the
               result of any of the foregoing shall be to increase the
               cost to such Class A Certificateholder, Class B
               Certificateholder or Program Bank of holding any Class A
               Certificate or Class B Certificate or to reduce the
               amount of any sum received or receivable by such Class A
               Certificateholder or Class B Certificateholder hereunder
               (whether of principal or interest) in respect thereof by
               an amount deemed by such Class A Certificateholder or
               Class B Certificateholder to be material, then the               
               Trustee will pay to such Class A Certificateholder or
               Class B Certificateholder upon demand such additional
               amount or amounts as will compensate such Class A
               Certificateholder or Class B Certificateholder for such
               additional costs incurred or reduction suffered.  Any
               Class A Certificateholder or Class B Certificateholder
               claiming any additional amounts payable pursuant to this
               Section 15 shall use reasonable efforts (consistent with
               legal and regulatory restrictions) to file any
               certificate or document requested by the Transferor or
               the Trustee or to change the jurisdiction of its
               applicable lending office if the making of such a filing
               or change would avoid the need for or reduce the amount
               of any additional amount which may thereafter accrue and
               would not, in the sole determination of such Class A
               Certificateholder or Class B Certificateholder, be
               otherwise disadvantageous to such Class A
               Certificateholder or Class B Certificateholder.

                              (b)  If any Class A Certificateholder or
               Class B Certificateholder that is a commercial bank or
               controlled by a commercial bank, or with respect to any
               Class A Certificateholder or Class B Certificateholder
               that is an SPCPC, any Program Bank, shall have determined
               that the adoption after the Closing Date of any other
               law, rule, regulation or guideline regarding capital
               adequacy, or any change in any of the foregoing or in the
               interpretation or administration of any of the foregoing
               by any Governmental Authority, central bank or comparable
               agency charged with the interpretation or administration
               thereof, or compliance by any such Class A
               Certificateholder or Class B Certificateholder (or any
               lending office of such Class A Certificateholder or Class
               B Certificateholder) or, with respect to any SPCPC, any
               related Program Bank or any such Class A
               Certificateholder's, Class B Certificateholder's or
               Program Bank's holding company with any request or
               directive regarding capital adequacy (whether or not
               having the force of law) of any such authority, central
               bank or comparable agency, has or would have the effect
               of reducing the rate of return on such Class A
               Certificateholder's, Class B Certificateholder's or
               Program Bank's capital or on the capital of such Class A
               Certificateholder's, Class B Certificateholder's or
               Program Bank's holding company, if any, as a consequence
               of this Series Supplement or the Class A Certificates or
               Class B Certificates owned by such Certificateholder or,
               with respect to Program Banks, the related SPCPC to a
               level below that which such Certificateholder, Program
               Bank or such Certificateholder's or Program Banks holding
               company could have achieved but for such adoption, change
               or compliance (taking into consideration such
               Certificateholder's or Program Bank's policies and the
               policies of such Certificateholder's or Program Bank's
               holding company with respect to such capital adequacy) by
               an amount deemed by such Certificateholder or Program
               Bank to be material, then from time to time the Trustee
               shall pay to such Certificateholder or, with respect to
               Program Banks, the related SPCPC such additional amount
               or amounts as will compensate such Certificateholder,
               such Program Bank or such holding company for any such
               reduction suffered after the date hereof.                        

                     (c)  A certificate of a Class A
               Certificateholder or Class B Certificateholder setting
               forth such amount or amounts, along with the method of
               computation of such amounts, as shall be necessary to
               compensate such Certificateholder as specified in
               paragraph (a) or (b) above, as the case may be, shall be
               delivered to the Trustee and the Servicer and shall be
               conclusive absent manifest error.  The Trustee shall pay
               each Certificateholder the amount shown as due on any
               such certificate delivered by it on the Distribution Date
               immediately succeeding the Monthly Period in which such
               certificate is delivered; provided however, that the
               amounts owing by the Trustee pursuant to this Section 15
               shall be payable to Class A Certificateholders solely
               from amounts available therefor pursuant to subsection
               4.9(a)(ix) of the Agreement and to Class B
               Certificateholders solely from amounts available therefor
               pursuant to subsection 4.9(a)(x) of the Agreement.

                              (d)  Failure on the part of any eligible
               Class A Certificateholder or Class B Certificateholder to
               demand compensation for any increased costs or reduction
               in amounts received or receivable or reduction in return
               on capital with respect to any period shall not
               constitute a waiver of such Certificateholder's right to
               demand compensation with respect to such period or any
               other period; provided, however, that no
               Certificateholder shall be entitled to compensation for
               any such increased costs or reductions unless it shall
               have submitted a certificate under subsection 15(c) of
               this Series Supplement with respect thereto not more than
               90 days after the date that such Certificateholder knows
               that such increased costs have been incurred or such
               reduction suffered.  Notwithstanding any other provision
               of this Section 15, no Certificateholder shall demand
               compensation for any increased cost or reduction referred
               to above if it shall not at the time be the general
               policy of such Certificateholder to demand such
               compensation in similar circumstances under comparable
               provisions of credit or other similar agreements, and
               each Certificateholder shall in good faith endeavor to
               allocate increased costs or reductions fairly among all
               of its affected commitments and credit extensions
               (whether or not it seeks compensation from all affected
               borrowers).  The protection of this Section 15 shall be
               available to each Class A Certificateholder or Class B
               Certificateholder that is a commercial bank or controlled
               by a commercial bank and, with respect to any Class A
               Certificateholder or Class B Certificateholder that is an
               SPCPC, the related Program Bank, regardless of any
               possible contention of the invalidity or inapplicability
               of the law, rule, regulation, guideline or other change
               or condition which shall have occurred or been imposed.

                              (e)  Each Program Bank with respect to an
               SPCPC that becomes a Program Bank for such SPCPC on or
               after April 22, 1997 shall be entitled to receive any
               payments pursuant to this Section 15 only to the extent
               that any of the Program Banks with respect to such SPCPC
               existing on April 21, 1997 would be entitled to such
               payment. 

                         SECTION 16.  Replacement of Certain Investor
               Certificateholders.  In the event that (i) a Class A
               Certificateholder or Class B Certificateholder requests
               compensation pursuant to Section 15 of this Series
               Supplement, (ii) a Holder of Investor Certificates (a
               "Non-Consenting Holder") does not consent to an
               amendment, supplement, waiver or other modification with
               respect to this Series Supplement or to the Agreement, as
               provided in Section 20 of this Series Supplement within
               the time period specified for delivery of such consent
               pursuant to the documentation associated therewith and
               the amendment, supplement, waiver or other modification
               is not approved in accordance with said Section 20 of
               this Series Supplement, or (iii) an Investor
               Certificateholder fails to approve any Extension
               requested by the Transferor pursuant to Section 6.17 of
               the Agreement, the Transferor shall have the right to
               replace such Holder with a Person or Persons meeting the
               requirements of Section 12 of this Series Supplement, by
               giving three Business Days prior written notice to the
               Trustee and such Holder, specifying the date on which
               such Holder s Certificates shall be transferred;
               provided, however that, (a) such transfer shall not
               conflict with any law, rule or regulation or order of any
               court or other Governmental Authority, and (b) in the
               case of clause (ii) above, all Non-Consenting Holders
               with respect to any one proposed amendment, supplement,
               waiver or other modification or Extension must be
               concurrently replaced in accordance with this Section 16. 
               In the event of the replacement of an Investor
               Certificateholder, such Investor Certificateholder agrees
               to assign, without recourse, its rights and obligations
               hereunder to a replacement Holder selected by the
               Transferor upon payment by the replacement Holder to such
               Investor Certificateholder in immediately available funds
               of the principal amount of such Investor
               Certificateholder's outstanding Certificates and any
               interest accrued and unpaid thereon and all other amounts
               owing to such Investor Certificateholder hereunder and to
               execute and/or deliver any certification or other
               document required to be delivered pursuant to Section 12
               of this Series Supplement.

                         SECTION 17.  FCI Note.  The Transferor has
               received a note from Fingerhut Companies, Inc. in the
               amount of $18,000,000 (such note, together with any
               additional notes of Fingerhut Companies, Inc. held by the
               Transferor at any time, the "FCI Note").  The Transferor
               hereby agrees that at no time shall aggregate the
               principal amount of the FCI Note be less than $1,000,000
               (the "FCI Note Required Amount").  The FCI Note may not
               be sold, transferred, assigned, pledged, hypothecated,
               participated or otherwise conveyed or encumbered, nor may
               the Transferor grant any security interest in the FCI
               Note.

                         SECTION 18.  GOVERNING LAW.  THIS SERIES
               SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
               OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS
               CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS
               AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
               IN ACCORDANCE WITH SUCH LAWS. 

                         SECTION 19.  Instructions in Writing.  All
               instructions or other communications given by the
               Servicer or any other person to the Trustee pursuant to
               this Series Supplement shall be in writing, and, with
               respect to the Servicer, may be included in a Daily
               Report or Settlement Statement.

                         SECTION 20.  Amendments; Consents.  Solely with
               respect to any amendment pursuant to Section 13.1 of the
               Agreement, this Series Supplement and the Agreement may
               be amended from time to time by the Servicer, the
               Transferor and the Trustee with the consent of the
               Holders of Investor Certificates evidencing Undivided
               Interests aggregating not less than 66 2/3% of the
               Invested Amount of the Series 1997-1 Certificates and not
               less than 51% of the Class A Invested Amount to the
               extent that such Class would be adversely affected, for
               the purpose of adding any provisions to or changing in
               any manner or eliminating any of the provisions of this
               Series Supplement or the Agreement or of modifying in any
               manner the rights of the Certificateholders of any Class
               of the Series 1997-1 Certificates then issued and
               outstanding; provided, however, that no such amendment
               under this Section 20 shall (i) reduce in any manner the
               amount of, or delay the timing of, distributions which
               are required to be made on any Investor Certificate of
               such Class without the consent of all of the related
               Investor Certificateholders; (ii) change the definition
               of or the manner of calculating the interest of any
               Investor Certificate of such Class without the consent of
               the related Investor Certificateholders or (iii) reduce
               the aforesaid percentage required to consent to any such
               amendment or reduce any percentage of the Invested Amount
               of the Series 1997-1 Certificates required to consent to
               any action hereunder if such percentage is greater than
               66 2/3%, in each case without the consent of all such
               Investor Certificateholders.

                         The Transferor and the Series 1997-1
               Certificateholders hereby agree that commencing on the
               Business Day upon which (i) the Series 1994-2
               Certificates are no longer outstanding or (ii) the Series
               1994-2 Certificates are no longer rated by the Rating
               Agency specified in the Series 1994-2 Supplement, for the
               Transferor to take any action which pursuant to the
               Agreement requires consent of any Rating Agency or
               satisfaction of any Rating Agency Condition or the
               confirmation of existing ratings by any Rating Agency but
               does not require Certificateholder consent, such action
               can only be taken by the Transferor upon receiving
               written consent of the Holders of Investor Certificates
               evidencing Undivided Interests aggregating not less than
               51% of the Invested Amount of the Series 1997-1
               Certificates.  Prior to the occurrence of the events
               specified in (i) and (ii) above, the Transferor does not
               have to receive Series 1997-1 Certificateholder consent
               for any such actions except as specifically provided for
               herein (including the immediately preceeding paragraph)
               and in the Agreement; provided, however, for the
               Transferor to take any action which does not otherwise
               require the consent of the Series 1997-1
               Certificateholders and which has received any required
               Rating Agency consent or with respect to which the Rating        
               Agency has confirmed existing ratings but which will have
               a material adverse effect on the outstanding Series 1997-
               1 Certificates and shall not have such a material adverse
               effect on Series 1994-2, the Transferor can only take
               such action upon receiving written consent of the Holders
               of Investor Certificates evidencing Undivided Interests
               aggregating not less then 51% of the Invested Amount of
               the Series 1997-1 Certificates.

                         The Transferor hereby agrees that it will not
               agree or consent to the sale or transfer of any interest
               in or portion of the Series 1994-1 Class D Certificates.

                         The Transferor hereby agrees that it will not
               decrease the Discount Factor unless the Transferor shall
               have given notice to the Trustee, the Servicer and any
               Rating Agencies then rating the outstanding Class A
               Certificates or Class B Certificates at the request of
               the Transferor of such proposed reduction of the Discount
               Factor at least five Business Days prior to such
               reduction or if the Class A Certificates or Class B
               Certificates are not then rated it shall have received
               written consent of each Class A Certificateholder and
               Class B Certificateholder.

                         SECTION 21.  Ratification of Agreement.  (a) As
               supplemented by this Series Supplement, the Agreement is
               in all respects ratified and confirmed and the Agreement
               as so supplemented by this Series Supplement shall be
               read, taken, and construed as one and the same
               instrument.

                              (b)  For so long as any of the Class A
               Certificates or Class B Certificates are outstanding,
               each of the Transferor, the Servicer and the Trustee
               agree to cooperate with each other to provide to any
               Class A Certificateholder or Class B Certificateholder
               and to any prospective purchaser of Class A Certificates
               or Class B Certificates designated by such a Class A
               Certificateholder or Class B Certificateholder upon the
               request of such Class A Certificateholder or Class B
               Certificateholder or prospective purchaser, any
               information required to be provided to such holder or
               prospective purchaser to satisfy the condition set forth
               in Rule 144A(d)(4) under the Securities Act.

                         SECTION 22.  Counterparts.  This Series
               Supplement may be executed in any number of counterparts,
               each of which so executed shall be deemed to be an
               original, but all of such counterparts shall together
               constitute but one and the same instrument.  

                         IN WITNESS WHEREOF, the Transferor, the
               Servicer and the Trustee have caused this Series 1997-1
               Supplement to be duly executed by their respective
               officers as of the day and year first above written.

                                    FINGERHUT RECEIVABLES, INC.
                                       Transferor

                                    By:_______________________
                                       Name: 
                                       Title:

                                    FINGERHUT NATIONAL BANK
                                       Servicer

                                    By:_________________________
                                       Name:
                                       Title:

                                    THE BANK OF NEW YORK (DELAWARE)
                                       Trustee

                                    By:_________________________
                                       Name:
                                       Title:
                                                               Exhibit A

                  [FORM OF CLASS A VARIABLE FUNDING TRUST CERTIFICATE]

                         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
                    REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                    AMENDED (THE "SECURITIES ACT"), OR ANY STATE
                    SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING
                    THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY
                    BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
                    TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
                    ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANT TO
                    RULE 144A UNDER THE SECURITIES ACT TO AN
                    INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY
                    BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
                    THE MEANING OF RULE 144A ("QIB") PURCHASING FOR ITS
                    OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
                    QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
                    THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
                    IS BEING MADE IN RELIANCE ON RULE 144A, OR TO THE
                    TRANSFEROR.  EACH CERTIFICATE OWNER BY ACCEPTING A
                    BENEFICIAL INTEREST IN THIS CERTIFICATE IS DEEMED TO
                    REPRESENT AND WARRANT THAT IT IS A QIB PURCHASING
                    FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE
                    ACCOUNT OF ANOTHER QIB.  THE TRANSFER OF THIS
                    CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET
                    FORTH IN THE POOLING AND SERVICING AGREEMENT
                    REFERRED TO HEREIN.  EACH CLASS A CERTIFICATE OWNER
                    BY ACCEPTING A BENEFICIAL INTEREST IN THIS
                    CERTIFICATE FURTHER REPRESENTS AND WARRANTS FOR THE
                    BENEFIT OF FINGERHUT RECEIVABLES, INC. THAT SUCH
                    PURCHASER IS NOT AND WILL NOT BECOME A PARTNERSHIP,
                    SUBCHAPTER S CORPORATION OR GRANTOR TRUST FOR UNITED
                    STATES FEDERAL INCOME TAX PURPOSES FOR SO LONG AS
                    SUCH PURCHASER HOLDS A BENEFICIAL INTEREST IN THIS
                    CERTIFICATE.
                 
                         THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR
                    SOLD, TRADED OR TRANSFERRED TO A PERSON WHO IS NOT
                    EITHER (A)(I) A CITIZEN OR RESIDENT OF THE UNITED
                    STATES, (II) A CORPORATION, PARTNERSHIP OR OTHER
                    ENTITY ORGANIZED IN OR UNDER THE LAWS OF THE UNITED
                    STATES OR ANY POLITICAL SUBDIVISION THEREOF OR (III)
                    A PERSON NOT DESCRIBED IN (I) OR (II) WHOSE
                    OWNERSHIP OF THE CLASS A CERTIFICATES IS EFFECTIVELY
                    CONNECTED WITH SUCH PERSON'S CONDUCT OF A TRADE OR
                    BUSINESS WITHIN THE UNITED STATES (WITHIN THE
                    MEANING OF THE INTERNAL REVENUE CODE OF 1986, AS
                    AMENDED (THE "CODE")) AND ITS OWNERSHIP OF ANY
                    INTEREST IN A CLASS A CERTIFICATE WILL NOT RESULT IN
                    ANY WITHHOLDING OBLIGATION WITH RESPECT TO ANY
                    PAYMENTS WITH RESPECT TO THE CLASS A CERTIFICATES BY
                    ANY PERSON (OTHER THAN WITHHOLDING, IF ANY, UNDER
                    SECTION 1446 OF THE CODE) OR (B) AN ESTATE THE
                    INCOME OF WHICH IS INCLUDIBLE IN GROSS INCOME FOR
                    UNITED STATES FEDERAL INCOME TAX PURPOSES OR ANY
                    TRUST IF A COURT WITHIN THE UNITED STATES IS ABLE TO
                    EXERCISE PRIMARY SUPERVISION OVER THE ADMINISTRATION
                    OF THE TRUST AND ONE OR MORE UNITED STATES
                    FIDUCIARIES HAVE THE AUTHORITY TO CONTROL ALL
                    SUBSTANTIAL DECISIONS OF THE TRUST.                         
                    NO SALE, ASSIGNMENT, PARTICIPATION, PLEDGE,
                    HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THIS
                    CERTIFICATE (OR ANY INTEREST THEREIN) SHALL BE MADE
                    UNLESS THE TRANSFEROR SHALL HAVE GRANTED ITS PRIOR
                    CONSENT THERETO, WHICH CONSENT MAY NOT BE
                    UNREASONABLY WITHHELD.  THIS CERTIFICATE MAY NOT BE
                    ACQUIRED, SOLD, TRADED OR TRANSFERRED, NOR MAY AN
                    INTEREST IN THIS CERTIFICATE BE MARKETED ON OR
                    THROUGH (I) AN "ESTABLISHED SECURITIES MARKET"
                    WITHIN THE MEANING OF SECTION 7704(b)(1) OF THE CODE
                    AND ANY PROPOSED, TEMPORARY OR FINAL TREASURY
                    REGULATION THEREUNDER, INCLUDING, WITHOUT
                    LIMITATION, AN OVER-THE-COUNTER-MARKET OR AN
                    INTERDEALER QUOTATION SYSTEM THAT REGULARLY
                    DISSEMINATES FIRM BUY OR SELL QUOTATIONS OR (II) A
                    "SECONDARY MARKET" WITHIN THE MEANING OF SECTION
                    7704(b)(2) OF THE CODE AND ANY PROPOSED, TEMPORARY
                    OR FINAL TREASURY REGULATION THEREUNDER, INCLUDING A
                    MARKET WHEREIN INTERESTS IN THE CLASS A CERTIFICATES
                    ARE REGULARLY QUOTED BY ANY PERSON MAKING A MARKET
                    IN SUCH INTERESTS AND A MARKET WHEREIN ANY PERSON
                    REGULARLY MAKES AVAILABLE BID OR OFFER QUOTES WITH
                    RESPECT TO INTEREST IN THE CLASS A CERTIFICATES AND
                    STANDS READY TO EFFECT BUY OR SELL TRANSACTIONS AT
                    THE QUOTED PRICES FOR ITSELF OR ON BEHALF OF OTHERS.

                         EACH PURCHASER REPRESENTS AND WARRANTS FOR THE
                    BENEFIT OF FINGERHUT RECEIVABLES, INC. THAT, UNLESS
                    SUCH PURCHASER, AT ITS EXPENSE, DELIVERS TO THE
                    TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION
                    OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT
                    THE PURCHASE OR HOLDING OF A CLASS A CERTIFICATE BY
                    SUCH PURCHASER WILL NOT RESULT IN THE ASSETS OF THE
                    TRUST BEING DEEMED TO BE "ASSETS OF THE BENEFIT
                    PLAN" AND SUBJECT TO THE PROHIBITED TRANSACTION
                    PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
                    SECURITY ACT OF 1974, AS AMENDED ("ERISA") AND THE
                    CODE AND WILL NOT SUBJECT THE TRUSTEE, THE
                    TRANSFEROR OR THE SERVICER TO ANY OBLIGATION IN
                    ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
                    SERVICING AGREEMENT, SUCH PURCHASER IS NOT (I) AN
                    EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF
                    ERISA) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I
                    OF ERISA, (II) A PLAN DESCRIBED IN SECTION
                    4975(e)(1) OF THE CODE, (III) A GOVERNMENTAL PLAN,
                    AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY
                    FEDERAL, STATE, OR LOCAL LAW WHICH IS, TO A MATERIAL
                    EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF
                    ERISA OR SECTION 4975 OF THE CODE, (IV) AN ENTITY
                    WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS (AS
                    DEFINED IN 29 C.F.R. SECTION 2510.3-101 OR OTHERWISE
                    UNDER ERISA) BY REASON OF A PLAN'S INVESTMENT IN THE
                    ENTITY OR (V) A PERSON INVESTING PLAN ASSETS OF ANY
                    SUCH PLAN (INCLUDING FOR PURPOSES OF CLAUSES (IV)
                    AND (V), ANY INSURANCE COMPANY GENERAL ACCOUNT, BUT
                    EXCLUDING ANY ENTITY REGISTERED UNDER THE INVESTMENT
                    COMPANY ACT OF 1940, AS AMENDED).

               No.    
                                FINGERHUT MASTER TRUST 
                                VARIABLE FUNDING TRUST 
                          CERTIFICATE, SERIES 1997-1, CLASS A

                         Evidencing an undivided interest in a trust,
               the corpus of which consists of receivables generated
               from time to time in the ordinary course of business from
               a portfolio of installment sale contracts or loans
               generated or to be generated by Fingerhut Corporation
               ("Fingerhut") or Fingerhut National Bank (the "Bank" or
               the "Servicer") and other assets and interests
               constituting the Trust under the Agreement described
               below.

                         (Not an interest in or a recourse obligation
               of Fingerhut Receivables, Inc., Fingerhut, the Bank or
               any affiliate thereof.)

                         This certifies that _________ (the
               "Certificateholder") is the registered owner of a
               fractional undivided interest in the Fingerhut Master
               Trust (the "Trust") issued pursuant to the Amended and
               Restated Pooling and Servicing Agreement, dated as of
               January 12, 1997 (the "Pooling and Servicing Agreement";
               such term to include any amendment thereto) by and
               between Fingerhut Receivables, Inc., as Transferor (the
               "Transferor"), the Bank, as Servicer, and The Bank of New
               York (Delaware), as Trustee (the "Trustee"), and the
               Amended and Restated Series 1997-1 Supplement, dated as
               of April 21, 1997 (the "Series 1997-1 Supplement"), among
               the Transferor, the Bank as Servicer and the Trustee (the
               Pooling and Servicing Agreement, as supplemented by the
               Series 1997-1 Supplement, is herein referred to as the
               "Agreement").  The corpus of the Trust consists of all of
               the Transferor's right, title and interest in, to and
               under the Trust Property (as defined in the Agreement)
               and Section 4.4 of the Agreement.

                         This Certificate does not purport to summarize
               the Agreement and reference is made to the Agreement for
               information with respect to the interests, rights,
               benefits, obligations, proceeds, and duties evidenced
               hereby and the rights, duties and obligations of the
               Trustee.  To the extent not defined herein, the
               capitalized terms used herein have the meanings ascribed
               to them in the Agreement.  This Certificate is one of a
               Class of Certificates entitled the "Fingerhut Master
               Trust Variable Funding Trust Certificates, Series 1997-1,
               Class A" (the "Class A Certificates"), each of which
               represents a fractional undivided interest in the Trust,
               and is issued under and is subject to the terms,
               provisions and conditions of the Agreement, to which
               Agreement, as amended from time to time, the
               Certificateholder by virtue of the acceptance hereof
               assents and by which the Certificateholder is bound.  In
               the case of any conflict between terms specified in this
               Certificate and terms specified in the Agreement, as
               amended from time to time, the terms of the Agreement
               shall govern.

                         The Transferor has structured the Agreement and
               the Class A Certificates with the intention that the
               Class A Certificates will qualify under applicable tax           
               law as indebtedness, and both the Transferor and each
               holder of Class A Certificates (a "Class A
               Certificateholder") or any interest therein by acceptance
               of its Certificate or any interest therein, agrees to
               treat the Class A Certificates for purposes of federal,
               state and local income or franchise taxes and any other
               tax imposed on or measured by income, as indebtedness.

                         Except in limited circumstance described in the
               third succeeding paragraph no principal will be payable
               to the Class A Certificateholders before the first
               Business Day in the Amortization Period.  Except in
               connection with a payment of Class C Daily Principal, the
               Class C Certificates will not have the right to receive
               payments of principal until the Class A Invested Amount
               has been paid in full. 

                         Upon issuance, the Class A Certificates
               represents the right to receive, on each Business Day, an
               amount equal to the lesser of (x) the Available Series
               1997-1 Imputed Yield Collections for such Business Day
               and (y) the sum of (A) the product of (i) the Class A
               Certificate Rate, (ii) a fraction the numerator of which
               is the actual number of days from and including the
               immediately preceding Business Day to but excluding such
               Business Day, and the denominator of which is 360, and
               (iii) the Class A Outstanding Principal Amount on such
               Business Day after giving effect to all transactions on
               such Business Day plus an amount equal to Carryover Class
               A Interest for such Business Day (B) the excess, if any,
               of the amount payable to the Class A Certificateholders
               pursuant to clause (A) on each prior Business Day over
               the amount on deposit in the Interest Funding Account
               with respect thereto on such Business Day. 
               Notwithstanding anything to the contrary herein, the
               portion of Carryover Class A Interest that constitutes
               Class A Additional Interest shall be payable or
               distributable to Class A Certificateholders only to the
               extent permitted by applicable law.

                         Principal will be distributed to the Class A
               Certificateholders on each Distribution Date with respect
               to the Amortization Period following the Series 1994-1
               Funding Date.

                         On any Business Day the Transferor may specify,
               upon the issuance of a new Series pursuant to an Exchange
               made at any time during the Revolving Period that the
               proceeds of such issuance be deposited into the
               Defeasance Account for payment to the Class A
               Certificateholders pursuant to Section 11 of the
               Agreement.   The Class A Invested Amount will be reduced
               by an amount equal to the amount of any such payments
               made.

                         In addition, pursuant to Section 6.15 of the
               Agreement, the holders of this Certificate may from time
               to time be required, prior to the Pay Out Commencement
               Date, to purchase Additional Class A Invested Amounts on
               the terms and conditions specified therein.  The holder
               of this Certificate is authorized to record on the grid
               attached to its Class A Certificates (or at such
               Certificateholder's option, in its internal books and            
               records) the date and amount of any Additional Class A
               Invested Amount purchased by it, and each repayment
               thereof; provided that failure to make any such
               recordation on such grid or any error in such grid shall
               not adversely affect such Certificateholder's rights with
               respect to its Class A Invested Amount and its right to
               receive interest payments in respect of the Class A
               Invested Amount held by such Certificateholder.

                         "Class A Invested Amount" shall mean, when used
               with respect to any Business Day, an amount equal to (a) 
               $59,600,000, plus (b) the aggregate principal amount of
               any Additional Class A Invested Amounts purchased
               pursuant to Section 6.15 of the Agreement, minus (c) the
               aggregate amount of principal payments made to Class A
               Certificateholders through and including such Business
               Day, minus (d) the aggregate amount of Class A Investor
               Charge-Offs for all prior Distribution Dates, minus (e)
               the Class A Invested Amount represented by any Class A
               Certificates purchased by the Transferor on the secondary
               market which have been cancelled by the Trustee at the
               Transferor's request in accordance with Section 14 of the
               Series Supplement, plus (f) the sum of (x) the aggregate
               amount allocated with respect to Class A Investor Charge-
               Offs and available on all prior Distribution Dates
               pursuant to subsection 4.9(a)(vi) of the Agreement and,
               with respect to such subsection, pursuant to subsections
               4.10(a) and (b) and Section 4.14 of the Agreement, and
               (y) the amount designated pursuant to subsection 4.13(d)
               of the Agreement for the purpose of reinstating amounts
               reduced pursuant to the foregoing clause (d).

                         Subject to the Agreement, payments of principal
               are limited to the unpaid Class A Invested Amount of the
               Class A Certificates, which may be less than the unpaid
               balance of the Class A Certificates pursuant to the terms
               of the Agreement.  All principal of and interest on the
               Class A Certificates is due and payable no later than the
               October 2002 Distribution Date, unless a different date
               shall be set forth in any Extension Notice (the
               "Scheduled Series 1997-1 Termination Date").  After the
               Scheduled Series 1997-1 Termination Date neither the
               Trust nor the Transferor will have any further obligation
               to distribute principal or interest on the Class A
               Certificates.  In the event that the Class A Invested
               Amount is greater than zero on the Scheduled Series
               Termination Date, the Trustee will sell or cause to be
               sold, to the extent necessary, an amount of interests in
               the Receivables or certain of the Receivables up to 110%
               of the Class A Invested Amount, the Class B Invested
               Amount and the Class C Invested Amount at the close of
               business on such date (but not more than the total amount
               of Receivables allocable to the Investor Certificates),
               and shall pay the proceeds to the Class A
               Certificateholders pro rata in final payment of the Class
               A Certificates, then to the Class B Certificateholders
               pro rata in final payment of the Class B Certificates,
               then to the Class C Certificateholders pro rata in final
               payment of the Class C Certificates.

                         Unless the certificate of authentication hereon
               has been executed by or on behalf of the Trustee, by
               manual signature, this Certificate shall not be entitled         
               to any benefit under the Agreement, or be valid for any
               purpose.  

                         IN WITNESS WHEREOF, the Transferor has caused
               this Certificate to be duly executed.

                                        FINGERHUT RECEIVABLES, INC.

                                        By:                             
                                            Name:
                                            Title:

               Dated:

                             CERTIFICATE OF AUTHENTICATION

                         This is one of the Class A Certificates
               referred to in the within-mentioned Pooling and Servicing
               Agreement.

                                        THE BANK OF NEW YORK

                                        By:                             
                                            Name:
                                            Title:
                     Beginning                           Ending
                     Principal                          Principal
              Date   Balance      Additions  Payments    Balance   Percentage  


                                                               Exhibit B

                        [FORM OF CLASS B FLOATING RATE ACCOUNTS
                             RECEIVABLE TRUST CERTIFICATE]

                         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
                    REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                    AMENDED (THE "SECURITIES ACT"), OR ANY STATE
                    SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING
                    THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY
                    BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
                    TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
                    ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANT TO
                    RULE 144A UNDER THE SECURITIES ACT TO AN
                    INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY
                    BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
                    THE MEANING OF RULE 144A ("QIB") PURCHASING FOR ITS
                    OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
                    QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
                    THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
                    IS BEING MADE IN RELIANCE ON RULE 144A, OR TO THE
                    TRANSFEROR.  EACH CERTIFICATE OWNER BY ACCEPTING A
                    BENEFICIAL INTEREST IN THIS CERTIFICATE IS DEEMED TO
                    REPRESENT AND WARRANT THAT IT IS A QIB PURCHASING
                    FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE
                    ACCOUNT OF ANOTHER QIB.  THE TRANSFER OF THIS
                    CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET
                    FORTH IN THE POOLING AND SERVICING AGREEMENT
                    REFERRED TO HEREIN.  EACH CLASS B CERTIFICATE OWNER
                    BY ACCEPTING A BENEFICIAL INTEREST IN THIS
                    CERTIFICATE FURTHER REPRESENTS AND WARRANTS FOR THE
                    BENEFIT OF FINGERHUT RECEIVABLES, INC. THAT SUCH
                    PURCHASER IS NOT AND WILL NOT BECOME A PARTNERSHIP,
                    SUBCHAPTER S CORPORATION OR GRANTOR TRUST FOR UNITED
                    STATES FEDERAL INCOME TAX PURPOSES FOR SO LONG AS
                    SUCH PURCHASER HOLDS A BENEFICIAL INTEREST IN THIS
                    CERTIFICATE.
                 
                         THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR
                    SOLD, TRADED OR TRANSFERRED TO A PERSON WHO IS NOT
                    EITHER (A)(I) A CITIZEN OR RESIDENT OF THE UNITED
                    STATES, (II) A CORPORATION, PARTNERSHIP OR OTHER
                    ENTITY ORGANIZED IN OR UNDER THE LAWS OF THE UNITED
                    STATES OR ANY POLITICAL SUBDIVISION THEREOF OR (III)
                    A PERSON NOT DESCRIBED IN (I) OR (II) WHOSE
                    OWNERSHIP OF THE CLASS B CERTIFICATES IS EFFECTIVELY
                    CONNECTED WITH SUCH PERSON'S CONDUCT OF A TRADE OR
                    BUSINESS WITHIN THE UNITED STATES (WITHIN THE
                    MEANING OF THE INTERNAL REVENUE CODE OF 1986, AS
                    AMENDED (THE "CODE")) AND ITS OWNERSHIP OF ANY
                    INTEREST IN A CLASS B CERTIFICATE WILL NOT RESULT IN
                    ANY WITHHOLDING OBLIGATION WITH RESPECT TO ANY
                    PAYMENTS WITH RESPECT TO THE CLASS B CERTIFICATES BY
                    ANY PERSON (OTHER THAN WITHHOLDING, IF ANY, UNDER
                    SECTION 1446 OF THE CODE) OR (B) AN ESTATE THE
                    INCOME OF WHICH IS INCLUDIBLE IN GROSS INCOME FOR
                    UNITED STATES FEDERAL INCOME TAX PURPOSES OR ANY
                    TRUST IF A COURT WITHIN THE UNITED STATES IS ABLE TO
                    EXERCISE PRIMARY SUPERVISION OVER THE ADMINISTRATION
                    OF THE TRUST AND ONE OR MORE UNITED STATES                  
                    FIDUCIARIES HAVE THE AUTHORITY TO CONTROL ALL
                    SUBSTANTIAL DECISIONS OF THE TRUST.

                         NO SALE, ASSIGNMENT, PARTICIPATION, PLEDGE,
                    HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THIS
                    CERTIFICATE (OR ANY INTEREST THEREIN) SHALL BE MADE
                    UNLESS THE TRANSFEROR SHALL HAVE GRANTED ITS PRIOR
                    CONSENT THERETO, WHICH CONSENT MAY NOT BE
                    UNREASONABLY WITHHELD.  THIS CERTIFICATE MAY NOT BE
                    ACQUIRED, SOLD, TRADED OR TRANSFERRED, NOR MAY AN
                    INTEREST IN THIS CERTIFICATE BE MARKETED ON OR
                    THROUGH (I) AN "ESTABLISHED SECURITIES MARKET"
                    WITHIN THE MEANING OF SECTION 7704(b)(1) OF THE CODE
                    AND ANY PROPOSED, TEMPORARY OR FINAL TREASURY
                    REGULATION THEREUNDER, INCLUDING, WITHOUT
                    LIMITATION, AN OVER-THE-COUNTER-MARKET OR AN
                    INTERDEALER QUOTATION SYSTEM THAT REGULARLY
                    DISSEMINATES FIRM BUY OR SELL QUOTATIONS OR (II) A
                    "SECONDARY MARKET" WITHIN THE MEANING OF SECTION
                    7704(b)(2) OF THE CODE AND ANY PROPOSED, TEMPORARY
                    OR FINAL TREASURY REGULATION THEREUNDER, INCLUDING A
                    MARKET WHEREIN INTERESTS IN THE CLASS B CERTIFICATES
                    ARE REGULARLY QUOTED BY ANY PERSON MAKING A MARKET
                    IN SUCH INTERESTS AND A MARKET WHEREIN ANY PERSON
                    REGULARLY MAKES AVAILABLE BID OR OFFER QUOTES WITH
                    RESPECT TO INTERESTS IN THE CLASS B CERTIFICATES AND
                    STANDS READY TO EFFECT BUY OR SELL TRANSACTIONS AT
                    THE QUOTED PRICES FOR ITSELF OR ON BEHALF OF OTHERS.

                         EACH PURCHASER REPRESENTS AND WARRANTS FOR THE
                    BENEFIT OF FINGERHUT RECEIVABLES, INC. THAT, UNLESS
                    SUCH PURCHASER, AT ITS EXPENSE, DELIVERS TO THE
                    TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION
                    OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT
                    THE PURCHASE OR HOLDING OF A CLASS B CERTIFICATE BY
                    SUCH PURCHASER WILL NOT RESULT IN THE ASSETS OF THE
                    TRUST BEING DEEMED TO BE "ASSETS OF THE BENEFIT
                    PLAN" AND SUBJECT TO THE PROHIBITED TRANSACTION
                    PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
                    SECURITY ACT OF 1974, AS AMENDED ("ERISA") AND THE
                    CODE AND WILL NOT SUBJECT THE TRUSTEE, THE
                    TRANSFEROR OR THE SERVICER TO ANY OBLIGATION IN
                    ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
                    SERVICING AGREEMENT, SUCH PURCHASER IS NOT (I) AN
                    EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF
                    ERISA) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I
                    OF ERISA, (II) A PLAN DESCRIBED IN SECTION
                    4975(e)(1) OF THE CODE, (III) A GOVERNMENTAL PLAN,
                    AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY
                    FEDERAL, STATE, OR LOCAL LAW WHICH IS, TO A MATERIAL
                    EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF
                    ERISA OR SECTION 4975 OF THE CODE, (IV) AN ENTITY
                    WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS (AS
                    DEFINED IN 29 C.F.R. SECTION 2510.3-101 OR OTHERWISE
                    UNDER ERISA) BY REASON OF A PLAN'S INVESTMENT IN THE
                    ENTITY OR (V) A PERSON INVESTING PLAN ASSETS OF ANY
                    SUCH PLAN (INCLUDING FOR PURPOSES OF CLAUSES (IV)
                    AND (V), ANY INSURANCE COMPANY GENERAL ACCOUNT, BUT
                    EXCLUDING ANY ENTITY REGISTERED UNDER THE INVESTMENT
                    COMPANY ACT OF 1940, AS AMENDED).  

               No.      
                                 FINGERHUT MASTER TRUST
                        FLOATING RATE ACCOUNTS RECEIVABLE TRUST
                          CERTIFICATE, SERIES 1997-1, CLASS B

                         Evidencing an undivided interest in a trust,
               the corpus of which consists of receivables generated
               from time to time in the ordinary course of business from
               a portfolio of installment sale contracts or loans
               generated or to be generated by Fingerhut Corporation
               ("Fingerhut") or Fingerhut National Bank (the "Bank" or
               the "Servicer") and other assets and interests
               constituting the Trust under the Agreement described
               below.

                         (Not an interest in or a recourse obligation
               of Fingerhut Receivables, Inc., Fingerhut, the Bank or
               any affiliate thereof.)

                         This certifies that _________ (the
               "Certificateholder") is the registered owner of a
               fractional undivided interest in the Fingerhut Master
               Trust (the "Trust") issued pursuant to the Amended and
               Restated Pooling and Servicing Agreement, dated as of
               January 12, 1997 (the "Pooling and Servicing Agreement";
               such term to include any amendment thereto) by and
               between Fingerhut Receivables, Inc., as Transferor (the
               "Transferor"), the Bank, as Servicer, and The Bank of New
               York (Delaware), as Trustee (the "Trustee"), and the
               Amended and Restated Series 1997-1 Supplement, dated as
               of April 21, 1997 (the "Series 1997-1 Supplement"), among
               the Transferor, the Bank as Servicer and the Trustee (the
               Pooling and Servicing Agreement, as supplemented by the
               Series 1997-1 Supplement, is herein referred to as the
               "Agreement").  The corpus of the Trust consists of all of
               the Transferor's right, title and interest in, to and
               under the Trust Property (as defined in the Agreement)
               and Section 4.4 of the Agreement.

                         This Certificate does not purport to summarize
               the Agreement and reference is made to the Agreement for
               information with respect to the interests, rights,
               benefits, obligations, proceeds, and duties evidenced
               hereby and the rights, duties and obligations of the
               Trustee.  To the extent not defined herein, the
               capitalized terms used herein have the meanings ascribed
               to them in the Agreement.  This Certificate is one of a
               Class of Certificates entitled the "Fingerhut Master
               Trust Floating Rate Accounts Receivable Trust
               Certificates, Series 1997-1, Class B" (the "Class B
               Certificates"), each of which represents a fractional
               undivided interest in the Trust, and is issued under and
               is subject to the terms, provisions and conditions of the
               Agreement, to which Agreement, as amended from time to
               time, the Certificateholder by virtue of the acceptance
               hereof assents and by which the Certificateholder is
               bound.  In the case of any conflict between terms
               specified in this Certificate and terms specified in the
               Agreement, as amended from time to time, the terms of the
               Agreement shall govern.

                         The Transferor has structured the Agreement and
               the Class B Certificates with the intention that the
               Class B Certificates will qualify under applicable tax           
               law as indebtedness, and both the Transferor and each
               holder of Class B Certificates (a "Class B
               Certificateholder") or any interest therein by acceptance
               of its Certificate or any interest therein, agrees to
               treat the Class B Certificates for purposes of federal,
               state and local income or franchise taxes and any other
               tax imposed on or measured by income, as indebtedness.

                         Except in limited circumstance described in the
               third succeeding paragraph no principal will be payable
               to the Class B Certificateholders before the first
               Business Day in the Amortization Period.  Except in
               connection with a payment of Class C Daily Principal, the
               Class C Certificates will not have the right to receive
               payments of principal until the Class A Invested Amount
               and the Class B Invested Amount have been paid in full. 

                         Upon issuance, the Class B Certificates
               represents the right to receive, on each Business Day, an
               amount equal to the lesser of (x) the Available Series
               1997-1 Imputed Yield Collections for such Business Day
               and (y) the sum of (A) the product of (i) the Class B
               Certificate Rate, (ii) a fraction the numerator of which
               is the actual number of days from and including the
               immediately preceding Business Day to but excluding such
               Business Day, and the denominator of which is 360, and
               (iii) the Class B Outstanding Principal Amount on such
               Business Day after giving effect to all transactions on
               such Business Day plus an amount equal to Carryover Class
               B Interest for such Business Day plus (B) the excess, if
               any, of the amount payable to the Class B
               Certificateholders pursuant to clause (A) on each prior
               Business Day over the amount on deposit in the Interest
               Funding Account with respect thereto on such Business
               Day.  Notwithstanding anything to the contrary herein,
               the portion of Carryover Class B Interest that
               constitutes Class B Additional Interest shall be payable
               or distributable to Class B Certificateholders only to
               the extent permitted by applicable law.

                         Principal will be distributed to the Class B
               Certificateholders on each Distribution Date with respect
               to the Amortization Period following the Series 1994-1
               Funding Date.

                         On any Business Day the Transferor may specify,
               upon the issuance of a new Series pursuant to an Exchange
               made at any time during the Revolving Period that the
               proceeds of such issuance be deposited into the
               Defeasance Account for payment to the Class B
               Certificateholders pursuant to Section 11 of the
               Agreement.   The Class B Invested Amount will be reduced
               by an amount equal to the amount of any such payments
               made.

                         "Class B Invested Amount" shall mean, when used
               with respect to any Business Day, an amount equal to (a)
               $51,100,000, minus (b) the aggregate amount of principal
               payments made to Class B Certificateholders through and
               including such Business Day, minus (c) the aggregate
               amount of Class B Investor Charge-Offs for all prior
               Distribution Dates, minus (d) the aggregate amount of
               Reallocated Class B Principal Collections for which the        
               Class C Invested Amount has not been reduced for all (y)
               prior Business Days, minus (e) the Class B Invested
               Amount represented by any Class B Certificates purchased
               by the Transferor on the secondary market which have been
               cancelled by the Trustee at the Transferor's request in
               accordance with Section 14 of the Series Supplement, and
               plus (f) the sum of (x) the aggregate amount allocated
               and available on all prior Business Days pursuant to
               subsection 4.9(a)(vii) of the Agreement and, with respect
               to such subsection, pursuant to subsections 4.10(a) and
               (b) and Section 4.14 of the Agreement, and (y) the amount
               designated pursuant to subsection 4.13(d) of the
               Agreement for the purpose of reinstating amounts reduced
               pursuant to the foregoing clauses (c) and (d).

                         Subject to the Agreement, payments of principal
               are limited to the unpaid Class B Invested Amount of the
               Class B Certificates, which may be less than the unpaid
               balance of the Class B Certificates pursuant to the terms
               of the Agreement.  All principal of and interest on the
               Class B Certificates is due and payable no later than the
               October 2002 Distribution Date, unless a different date
               shall be set forth in any Extension Notice (the
               "Scheduled Series 1997-1 Termination Date").  After the
               Scheduled Series 1997-1 Termination Date neither the
               Trust nor the Transferor will have any further obligation
               to distribute principal or interest on the Class B
               Certificates.  In the event that the Class B Invested
               Amount is greater than zero on the Scheduled Series
               Termination Date, the Trustee will sell or cause to be
               sold, to the extent necessary, an amount of interests in
               the Receivables or certain of the Receivables up to 110%
               of the Invested Amount at the close of business on such
               date (but not more than the total amount of Receivables
               allocable to the Investor Certificates), and shall pay
               the proceeds to the Class A Certificateholders pro rata
               in final payment of the Class A Certificates, then to the
               Class B Certificateholders pro rata in final payment of
               the Class B Certificates and then to the Class C
               Certificateholders pro rata in final payment of the Class
               C Certificates.

                         Unless the certificate of authentication hereon
               has been executed by or on behalf of the Trustee, by
               manual signature, this Certificate shall not be entitled
               to any benefit under the Agreement, or be valid for any
               purpose.  

                         IN WITNESS WHEREOF, the Transferor has caused
               this Certificate to be duly executed.

                                        FINGERHUT RECEIVABLES, INC.

                                        By:                             
                                            Name:
                                            Title:

               Dated:

                             CERTIFICATE OF AUTHENTICATION

                         This is one of the Class B Certificates
               referred to in the within-mentioned Pooling and Servicing
               Agreement.

                                        THE BANK OF NEW YORK

                                        By:                             
                                            Name:
                                            Title:

                   Beginning                           Ending
                   Principal                           Principal
            Date   Balance      Additions  Payments    Balance      Percentage



                                                               Exhibit C

                     [FORM OF CLASS C VARIABLE FUNDING CERTIFICATE]

                         THIS CERTIFICATE (OR ITS PREDECESSOR) WAS
                    ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
                    REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
                    AMENDED (THE "SECURITIES ACT").  THIS CERTIFICATE
                    HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
                    ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE AND
                    MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
                    TRANSFERRED UNLESS REGISTERED PURSUANT TO OR EXEMPT
                    FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY
                    OTHER APPLICABLE SECURITIES LAW.  FINGERHUT
                    RECEIVABLES, INC. SHALL BE PROHIBITED FROM
                    TRANSFERRING ANY INTEREST IN OR PORTION OF THIS
                    CERTIFICATE UNLESS, PRIOR TO SUCH TRANSFER, IT SHALL
                    HAVE DELIVERED TO THE TRUSTEE AN OPINION OF COUNSEL
                    TO THE EFFECT THAT SUCH PROPOSED TRANSFER WILL NOT
                    ADVERSELY AFFECT THE FEDERAL INCOME TAX
                    CHARACTERIZATION OF ANY OUTSTANDING SERIES OF
                    INVESTOR CERTIFICATES.  THE TRANSFER OF THIS
                    CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET
                    FORTH IN THE POOLING AND SERVICING AGREEMENT
                    REFERRED TO HEREIN.  

                         NO SALE, ASSIGNMENT, PARTICIPATION, PLEDGE,
                    HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THIS
                    CERTIFICATE (OR ANY INTEREST THEREIN) SHALL BE MADE
                    UNLESS THE TRANSFEROR SHALL HAVE GRANTED ITS PRIOR
                    CONSENT THERETO, WHICH CONSENT MAY NOT BE
                    UNREASONABLY WITHHELD.  NOR MAY AN INTEREST IN THIS
                    CERTIFICATE BE MARKETED ON OR THROUGH (I) AN
                    "ESTABLISHED SECURITIES MARKET" WITHIN THE MEANING
                    OF SECTION 7704(b)(1) OF THE INTERNAL REVENUE CODE
                    OF 1986, AS AMENDED (THE "CODE") AND ANY PROPOSED,
                    TEMPORARY OR FINAL TREASURY REGULATION THEREUNDER,
                    INCLUDING, WITHOUT LIMITATION, AN OVER-THE-COUNTER-
                    MARKET OR AN INTERDEALER QUOTATION SYSTEM THAT
                    REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS
                    OR (II) A "SECONDARY MARKET" WITHIN THE MEANING OF
                    SECTION 7704(b)(2) OF THE CODE AND ANY PROPOSED,
                    TEMPORARY OR FINAL TREASURY REGULATION THEREUNDER,
                    INCLUDING A MARKET WHEREIN INTERESTS IN THE CLASS C
                    CERTIFICATES ARE REGULARLY QUOTED BY ANY PERSON
                    MAKING A MARKET IN SUCH INTERESTS AND A MARKET
                    WHEREIN ANY PERSON REGULARLY MAKES AVAILABLE BID OR
                    OFFER QUOTES WITH RESPECT TO INTERESTS IN THE CLASS
                    C CERTIFICATES AND STANDS READY TO EFFECT BUY OR
                    SELL TRANSACTIONS AT THE QUOTED PRICES FOR ITSELF OR
                    ON BEHALF OF OTHERS.

                         EACH PURCHASER REPRESENTS AND WARRANTS FOR THE
                    BENEFIT OF FINGERHUT RECEIVABLES, INC. THAT, UNLESS
                    SUCH PURCHASER, AT ITS EXPENSE, DELIVERS TO THE
                    TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION
                    OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT
                    THE PURCHASE OR HOLDING OF A CLASS C CERTIFICATE BY
                    SUCH PURCHASER WILL NOT RESULT IN THE ASSETS OF THE
                    TRUST BEING DEEMED TO BE "ASSETS OF THE BENEFIT         
                    PLAN" AND SUBJECT TO THE PROHIBITED TRANSACTION
                    PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
                    SECURITY ACT OF 1974, AS AMENDED ("ERISA") AND THE
                    CODE AND WILL NOT SUBJECT THE TRUSTEE, THE
                    TRANSFEROR OR THE SERVICER TO ANY OBLIGATION IN
                    ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
                    SERVICING AGREEMENT, SUCH PURCHASER IS NOT (I) AN
                    EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF
                    ERISA) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I
                    OF ERISA, (II) A PLAN DESCRIBED IN SECTION
                    4975(e)(1) OF THE CODE, (III) A GOVERNMENTAL PLAN,
                    AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY
                    FEDERAL, STATE, OR LOCAL LAW WHICH IS, TO A MATERIAL
                    EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF
                    ERISA OR SECTION 4975 OF THE CODE, (IV) AN ENTITY
                    WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS (AS
                    DEFINED IN 29 C.F.R. SECTION 2510.3-101 OR OTHERWISE
                    UNDER ERISA) BY REASON OF A PLAN'S INVESTMENT IN THE
                    ENTITY OR (V) A PERSON INVESTING PLAN ASSETS OF ANY
                    SUCH PLAN (INCLUDING FOR PURPOSES OF CLAUSES (IV)
                    AND (V) ANY INSURANCE COMPANY GENERAL ACCOUNT, BUT
                    EXCLUDING ANY ENTITY REGISTERED UNDER THE INVESTMENT
                    COMPANY ACT OF 1940, AS AMENDED).

               No.        
                                FINGERHUT MASTER TRUST 
                                VARIABLE FUNDING TRUST 
                          CERTIFICATE, SERIES 1997-1, CLASS C

                         Evidencing an undivided interest in a trust,
               the corpus of which consists of receivables generated
               from time to time in the ordinary course of business from
               a portfolio of installment sale contracts or loans
               generated or to be generated by Fingerhut Corporation
               ("Fingerhut") of Fingerhut National Bank (the "Bank" or
               the "Servicer") and other assets and interests
               constituting the Trust under the Agreement described
               below.

                         (Not an interest in or a recourse obligation of
               Fingerhut Receivables, Inc., Fingerhut, the Bank or any
               affiliate thereof.)

                         This certifies that _________ (the
               "Certificateholder") is the registered owner of a
               fractional undivided interest in the Fingerhut Master
               Trust (the "Trust") issued pursuant to the Amended and
               Restated Pooling and Servicing Agreement, dated as of
               January 12, 1997 (the "Pooling and Servicing Agreement";
               such term to include any amendment thereto) by and
               between Fingerhut Receivables, Inc., as Transferor (the
               "Transferor"), the Bank, as Servicer, and The Bank of New
               York (Delaware), as Trustee (the "Trustee"), and the
               Amended and Restated Series 1997-1 Supplement, dated as
               of April 21, 1997 (the "Series 1997-1 Supplement"), among
               the Transferor, the Bank as Servicer and the Trustee (the
               Pooling and Servicing Agreement, as supplemented by the
               Series 1997-1 Supplement, is herein referred to as the
               "Agreement").  The corpus of the Trust consists of all of
               the Transferor's right, title and interest in, to and
               under the Trust Property (as defined in the Agreement)
               and Section 4.4 of the Agreement.

                         This Certificate does not purport to summarize
               the Agreement and reference is made to the Agreement for
               information with respect to the interests, rights,
               benefits, obligations, proceeds, and duties evidenced
               hereby and the rights, duties and obligations of the
               Trustee.  To the extent not defined herein, the
               capitalized terms used herein have the meanings ascribed
               to them in the Agreement.  This Certificate is one of a
               Class of Certificates entitled "Fingerhut Master Trust
               Variable Funding Trust Certificates, Series 1997-1, Class
               C" (the "Class C Certificates"), each of which represents
               a fractional undivided interest in the Trust, and is
               issued under and is subject to the terms, provisions and
               conditions of the Agreement, to which Agreement, as
               amended from time to time, the Certificateholder by
               virtue of the acceptance hereof assents and by which the
               Certificateholder is bound.  In the case of any conflict
               between terms specified in this Certificate and terms
               specified in the Agreement, as amended from time to time,
               the terms of the Agreement shall govern.

                         [The Transferor has structured the Agreement,
               the Class C Certificates, the Fingerhut Master Trust
               Variable Funding Trust Certificate, Series 1997-1, Class
               A (the "Class A Certificates ) and the Fingerhut Master      
               Trust Floating Rate Accounts Receivable Trust
               Certificate, Series 1997-1, Class B (the "Class B
               Certificates") with the intention that the Class A
               Certificates, the Class B Certificates and the Class C
               Certificates will qualify under applicable tax law as
               indebtedness, and both the Transferor and each holder of
               a Class C Certificate (a "Class C Certificateholder") or
               any interest therein by acceptance of its Certificate or
               any interest therein, agrees to treat the Class C
               Certificate for purposes of federal, state and local
               income or franchise taxes and any other tax imposed on or
               measured by income, as indebtedness.]

                         Principal will be payable to the Class C
               Certificateholders on the Class C Principal Payment
               Commencement Date, which is the Distribution Date either
               on or following the Distribution Date on which the Class
               A Invested Amount and the Class B Invested Amount has
               been paid in full.  Except in connection with a payment
               of Class C Daily Principal, principal will not be payable
               to the Class C Certificateholders until all principal
               payments have been made to the Class A Certificateholders
               and the Class B Certificateholders.

                         "Class C Invested Amount" shall mean, when used
               with respect to any Business Day, an amount equal to (a)
               upon the initial issuance of the Class C Certificate,
               zero, plus (b) the aggregate principal amount of any
               Additional Class C Invested Amounts pursuant to Section
               6.16 of the Agreement, minus (c) the aggregate amount of
               principal payments made to Class C Certificateholders
               through and including such Business Day, minus (d) the
               aggregate amount of Class C Investor Charge-Offs for all
               prior Distribution Dates pursuant to subsections 4.13(a)
               and 4.13(d) of the Agreement, minus (e) the aggregate
               amount of Reallocated Principal Collections for all prior
               Business Days, plus (f) the sum of the aggregate amount
               allocated and available on all prior Business Days
               pursuant to subsection 4.9(a)(viii) of the Agreement and,
               with respect to such subsection, pursuant to subsections
               4.10(a) and (b) of the Agreement, for the purpose of
               reinstating amounts reduced pursuant to the foregoing
               clauses (d) and (e).

                         Subject to the Agreement, payments of principal
               are limited to the unpaid Class C Invested Amount of the
               Class C Certificates, which may be less than the unpaid
               balance of the Class C Certificate pursuant to the terms
               of the Agreement.  All principal of and interest on the
               Class C Certificate is due and payable no later than the
               October 2002 Distribution Date, unless a different date
               shall be set forth in any Extension Notice (the
               "Scheduled Series 1997-1 Termination Date").  After the
               Scheduled Series 1997-1 Termination Date neither the
               Trust nor the Transferor will have any further obligation
               to distribute principal or interest on the Class C
               Certificates.  In the event that the Class C Invested
               Amount is greater than zero on the Scheduled Series 1997-
               1 Termination Date, the Trustee will sell or cause to be
               sold, to the extent necessary, an amount of interests in
               the Receivables or certain of the Receivables up to 110%
               of the Invested Amount at the close of business on such
               date (but not more than the total amount of Receivables        
               allocable to the Investor Certificates), and shall pay
               the proceeds to the Class A Certificateholders pro rata
               in final payment of the Class A Certificates, then to the
               Class B Certificateholders pro rata in final payment of
               the Class B Certificates and then to the Class C
               Certificateholders pro rata in final payment of the Class
               C Certificates.

                         Unless the certificate of authentication hereon
               has been executed by or on behalf of the Trustee, by
               manual signature, this Certificate shall not be entitled
               to any benefit under the Agreement, or be valid for any
               purpose.  

                         IN WITNESS WHEREOF, the Transferor has caused
               this Certificate to be duly executed.

                                        FINGERHUT RECEIVABLES, INC.

                                        By:                             
                                            Name:
                                            Title:

               Dated:

                             CERTIFICATE OF AUTHENTICATION

                    This is one of the Class C Certificates referred to
               in the within-mentioned Pooling and Servicing Agreement.

                                        THE BANK OF NEW YORK

                                        By:                             
                                            Name:
                                            Title:


                  Beginning                           Ending
                  Principal                           Principal
           Date   Balance      Additions  Payments    Balance      Percentage


                                                               Exhibit D

                    [Form of Monthly Certificateholders' Statement]
                                                               Exhibit E

                                                      ____________, ____

               Fingerhut Receivables, Inc.
               4400 Baker Road
               Suite F480
               Minnetonka, MN  55343

               The Bank of New York (Delaware)
               White Clay Center
               Route 273
               Newark, Delaware 19711

               Re:  Fingerhut Master Trust, Class [A] [B] Certificates,
                    Series 1997-1

               Ladies and Gentlemen:

                    In connection with our proposed purchase of
               Fingerhut Master Trust, Variable Funding Trust
               Certificates, Series 1997-1, Class [A] [B] Certificates
               (the "Class [A] [B] Certificates"), we confirm that:

                    1.   We have received such information and
               documentation as we deem necessary in order to make our
               investment decision.  We understand that such information
               and documentation speaks only as of its date and that
               such information and documentation may not be correct or
               complete as of any time subsequent to such date.

                    2.   We agree to be bound by the restrictions and
               conditions set forth in the Amended and Restated Pooling
               and Servicing Agreement, dated as of January 12, 1997, as
               supplemented by the Amended and Restated Series 1997-1
               Supplement dated as of April 21, 1997 (the "Series 1997-1
               Supplement" and together with the Pooling and Servicing
               Agreement, each as amended from time to time, the
               "Pooling and Servicing Agreement"), each by and among
               Fingerhut Receivables, Inc., as Transferor, Fingerhut
               National Bank, as Servicer, and The Bank of New York
               (Delaware), as Trustee, relating to the Class [A] [B]
               Certificates, including the obligation to purchase
               Additional Class A Invested Amounts, as specified in
               Section 6.15 of the Pooling and Servicing Agreement, and
               agree to be bound by, and not reoffer, resell, pledge or
               otherwise transfer (any such act, a "Transfer") the Class
               [A] [B] Certificates except in compliance with, such
               restrictions and conditions including but not limited to
               those in Section 12 of the Series 1997-1 Supplement.

                    3.   We understand that the Class [A] [B]
               Certificates have not been and will not be registered
               under the Securities Act of 1933, as amended (the
               "Securities Act") or any state securities law and agree
               that the Class [A] [B] Certificates may be reoffered,
               resold, pledged or otherwise transferred only in
               compliance with the Securities Act and other applicable
               laws and only (i) to the Transferor or (ii) pursuant to
               Rule 144A under the Securities Act to an institutional
               investor that we reasonably believe is a qualified              
               institutional buyer within the meaning of Rule 144A
               ("QIB") purchasing for its own account or a QIB
               purchasing for the account of a QIB, whom we have
               informed, in each case, that the reoffer, resale, pledge
               or other transfer is being made in reliance on Rule 144A.

                    4.  We have neither acquired nor will we Transfer
               any Class [A] [B] Certificate we acquire (or any interest
               therein) or cause any Class [A] [B] Certificate (or any
               interest therein) to be marketed on or through (i) an
               "established securities market" within the meaning of
               Section 7704(b)(1) of the Internal Revenue Code of 1986,
               as amended (the "Code") and any proposed, temporary or
               final treasury regulation thereunder, including, without
               limitation, an over-the-counter-market or an interdealer
               quotation system that regularly disseminates firm buy or
               sell quotations or (ii) a "secondary market" within the
               meaning of Section 7704(b)(2) of the Code and any
               treasury regulation thereunder, including a market
               wherein the Class [A] [B] Certificates (or any interest
               therein) are regularly quoted by any person making a
               market in such interests and a market wherein any person
               regularly makes available bid or offer quotes with
               respect to the Class [A] [B] Certificates (or any
               interest therein) and stands ready to effect buy or sell
               transactions at the quoted prices for itself or on behalf
               of others.  We acknowledge that we are aware that the
               opinion of special tax counsel to the Transferor
               regarding the Trust's status is dependent in part on the
               accuracy of the preceding sentence.

                    5.   We are not and will not become, for so long as
               we hold any interest in the Class [A] [B] Certificates, a
               partnership, Subchapter S corporation or grantor trust
               for United States federal income tax purposes. 

                    6.   We are a person who is either (A)(i) a citizen
               or resident of the United States, (ii) a corporation or
               other entity organized in or under the laws of the United
               States or any political subdivision thereof or (iii) a
               person not described in (i) or (ii) whose ownership of
               the Class [A] [B] Certificates is effectively connected
               with a such person's conduct of a trade or business
               within the United States (within the meaning of the Code)
               and our ownership of any interest in a Class [A] [B]
               Certificate will not result in any withholding obligation
               with respect to any payments with respect to the Class
               [A] [B] Certificates by any person  or (B) an estate the
               income of which is includible in gross income for United
               States federal income tax purposes or any trust if a
               court within the United States is able to exercise
               primary supervision over the administration of the trust
               and one or more United States fiduciaries have the
               authority to control all substantial decisions of the
               trust.  We agree that if we are a person described in
               clause (A)(iii) above, we will furnish to the person from
               whom we are acquiring a Class [A] [B] Certificate, the
               Servicer and the Trustee, a properly executed U.S.
               Internal Revenue Service Form 4224 and a new Form 4224,
               or any successor applicable form, upon the expiration or
               obsolescence of any previously delivered form (and such
               other certifications, representations or opinions of
               counsel as may be requested by the Transferor, the
               Servicer or the Trustee).  We recognize that if we are a
               tax-exempt entity, payments with respect to the Class [A]
               [B] Certificates may constitute unrelated business
               taxable income.

                         7.   We understand that if we are not created
               or organized under the laws of the United States or any
               State thereof (including the District of Columbia) we
               will, upon written notice by the Transferor that the
               Transferor intends, pursuant to Section 1446 or other
               applicable section of the Internal Revenue Code, to
               withhold U.S. tax (a "Withholding Tax") from amounts paid
               or accruing hereunder to us (such determination being a
               "Withholding Event"), for tax years for which we have
               already filed U.S. federal income tax returns (each a
               "Prior Tax Year") prior to proper notice of such
               Withholding Event, provide (A) a signed officer's
               certificate stating that amounts paid or accruing under
               the Certificates have been included in such purchaser's
               U.S. federal income tax returns for each such Prior Tax
               Year, which certificate may be relied on by the
               Transferor in asserting to the Internal Revenue Service
               the applicability of Section 1463 of the Internal Revenue
               Code with respect to any Withholding Tax for each such
               Prior Tax Year and (B) provide information to the
               Transferor or, at our option, to the Internal Revenue
               Service in support of the application of Section 1463 of
               the Internal Revenue Code for each such Prior Tax Year.

                    8.   We understand that no subsequent Transfer of a
               Class [A] [B] Certificate is permitted unless (i) such
               Transfer is of a Class [A] [B] Certificate with a minimum
               principal amount of at least $500,000 and (ii) the
               Transferor consents in writing to the proposed Transfer;
               provided, that any attempted Transfer that would cause
               the number of Targeted Holders to exceed one-hundred
               shall be void.

                    9.  We are a "qualified institutional buyer" (as
               defined in Rule 144A under the Securities Act) purchasing
               for our own account or for the account of a "qualified
               institutional buyer" and we understand that the sale to
               us is being made in reliance on Rule 144A under the
               Securities Act.

                    10.  We are acquiring each of the Class [A] [B]
               Certificates purchased by us for our own account or for a
               single account (each of which is a "qualified
               institutional buyer") as to which we exercise sole
               investment discretion.

                    11.  We are not (i) an employee benefit plan (as
               defined in Section 3(3) of the Employee Retirement Income
               Security Act of 1974, as amended ("ERISA")) that is
               subject to the provisions of Title I of ERISA, (ii) a
               plan described in Section 4975(e)(1) of the Code, (iii) a
               governmental plan, as defined in Section 3(32) of ERISA,
               subject to any federal, state or local law which is, to a
               material extent, similar to the provisions of Section 406
               of ERISA or Section 4975 of the Code, (iv) an entity
               whose underlying assets include plan assets (as defined
               in 29 C.F.R. Section 2510.3-101 or otherwise under ERISA)
               by reason of a plan's investment in the entity, or (v) a
               person investing plan assets of any such plan (including
               for purposes of clauses (iv) and (v) any insurance
               company general account, but excluding any entity
               registered under the Investment Company Act of 1940, as
               amended).

                    12.  We understand that any purported Transfer of
               any Class [A] [B] Certificate in contravention of the
               restrictions and conditions in paragraphs 1 through 11
               above shall be null and void and the purported transferee
               shall not be recognized by the Trust or any other person
               as a Class [A] [B] Certificateholder for any purpose. 

                    13.  We further understand that, promptly following
               any proposed resale, pledge or transfer of any Class [A]
               [B] Certificates, we will be required to furnish to the
               Trustee and the Registrar, such certification and other
               information as the Trustee or the Registrar may
               reasonably require to confirm that the proposed sale
               complies with the foregoing restrictions and with the
               restrictions and conditions of the Class [A] [B]
               Certificates and the Pooling and Servicing Agreement
               pursuant to which the Class [A] [B] Certificates were
               issued and we agree that if we determine to Transfer any
               Class [A] [B] Certificate, we will cause our proposed
               transferee to provide the Transferor, the Servicer and
               the Trustee with a letter substantially in the form of
               this letter.  We further understand that Class [A] [B]
               Certificates purchased by us will bear a legend to the
               foregoing effect.

                    14.  The person signing this letter on behalf of the
               ultimate beneficial purchaser of the Class [A] [B]
               Certificates has been duly authorized by such beneficial
               purchaser of the Class [A] [B] Certificates to do so.

                    15.  The Class [A] [B] Certificates purchased by us
               should be registered in the name and issued in the
               denominations set forth on Schedule 1 hereto.  All
               payments on the Class [A] [B] Certificates held by us
               should be wired to us in accordance with the instructions
               set forth on Schedule 1 hereto unless we otherwise notify
               the Transferor, the Servicer and the Trustee in writing.

                    You are entitled to rely upon this letter and are
               irrevocably authorized to produce this letter or a copy
               hereof to any interested party in any administrative or
               legal proceeding or official inquiry with respect to the
               matters covered hereby.

                                        Very truly yours

                                        [NAME OF PURCHASER]

                                        By:                             
                                            Name:
                                            Title:
                                                              Schedule 1

                         Registration and Payment Instructions

               Registration Instructions:

               Full Legal Name of Purchaser:__________________________
               Number of Certificates:________________
                                                                    

               Payment Instructions:

               Name of Bank:   ____________________
               Address of Bank:____________________
               Account Name:   ___________________
               Account Number:___________________
               ABA Number:    ___________________
               Reference:         ___________________
                                                               Exhibit F

                                FORM OF EXTENSION NOTICE

                         FINGERHUT MASTER TRUST, SERIES 1997-1

                         The undersigned, a duly authorized
               representative of Fingerhut Receivables, Inc., a Delaware
               corporation (the "Transferor"), as Transferor pursuant to
               the Amended and Restated Pooling and Servicing Agreement
               dated as of January 12, 1997 (the "Pooling and Servicing
               Agreement"), by and among the Transferor, Fingerhut
               National Bank, as servicer (the "Servicer"), and The Bank
               of New York (Delaware), as trustee (the "Trustee"), as
               supplemented by the Amended and Restated Series 1997-1
               Supplement, dated as of __________, 1997 (the "Series
               1997-1 Supplement"), by and between the Transferor, the
               Servicer and the Trustee (the Pooling and Servicing
               Agreement, as supplemented by the Series 1997-1
               Supplement, and as each may from time to time be amended,
               supplemented, or modified, the "Agreement"), does hereby
               notify the Trustee (or any successor Trustee) and the
               Investor Certificateholders:

                         A.  Capitalized terms used but not defined in
               this Certificate shall have the respective meanings set
               forth in the Agreement.  References herein to certain
               sections and subsections are references to the respective
               sections and subsections of the Agreement.

                         B.  The undersigned is a [Vice President] or
               more senior officer of the Transferor who is duly
               authorized to execute and deliver this Certificate on
               behalf of the Transferor.

                         C.  This Certificate is being delivered
               pursuant to Section 6.17(a) of the Agreement.

                         D.  The Transferor is the Transferor under the
               Agreement.

                         E.  No Pay Out Event has occurred that has not
               been remedied pursuant to the provisions of the
               Agreement.

                         F.  The Certificate is being delivered to the
               Trustee on or before the date specified in subsection
               6.17(a) for delivery.

                         G.  NOTIFICATION OF EXTENSION

                         Pursuant to subsection 6.17(a) and in respect
               of [          ,    ] (the "Current Extension Date"), the
               Transferor hereby notifies the Trustee and the Investor
               Certificateholders of the Transferor's intention to
               extend the Revolving Period in respect of Series 1997-1
               on the Current Extension Date pursuant to the provisions
               of Section 6.17, until the date set forth below (such
               extension, the "Extension"). 

                         H.  REQUIREMENTS TO COMPLETE EXTENSION

                         (1)  Annexed hereto is an election notice (an
               "Election Notice") to be returned by any Investor
               Certificateholder electing to approve the Extension.  No
               Extension shall occur unless Investor Certificateholders
               holding one-hundred percent of each of the aggregate
               principal amount of Class A Certificates, Class B
               Certificates and Class C Certificates, respectively,
               shall return properly executed Election Notices approving
               the Extension by the Election Date (as defined below). 
               Any Investor Certificateholder electing to approve the
               Extension must deliver a properly executed Election
               Notice at the office of the Trustee, [ ] on or before
               3:00 p.m., [] time, on [,] (the "Election Date").  Any
               Investor Certificateholder may withdraw any Election
               Notice delivered by it to the Trustee by notifying the
               Trustee in writing at the address set forth in the
               previous sentence on or prior to the Election Date.

                         (2)  THE EXTENSION SHALL NOT OCCUR UNTIL PRIOR
               SATISFACTION OF CERTAIN CONDITIONS PRECEDENT BY THE CLOSE
               OF BUSINESS ON THE ELECTION DATE, INCLUDING THE APPROVAL
               OF SUCH EXTENSION BY THE INVESTOR CERTIFICATEHOLDERS
               HOLDING THE REQUIRED AGGREGATE PRINCIPAL AMOUNT OF CLASS
               A CERTIFICATES AND CLASS B CERTIFICATES THAT NO PAY OUT
               EVENT SHALL HAVE OCCURRED AND BE CONTINUING, AND THAT
               CERTAIN LEGAL OPINIONS AND RATING AGENCY CONFIRMATIONS
               SHALL HAVE BEEN DELIVERED TO THE TRANSFEROR AND THE
               TRUSTEE PURSUANT TO SECTION 6.17(b).  THE TRANSFEROR MAY
               IN ITS SOLE DISCRETION WITHDRAW THIS EXTENSION NOTICE AT
               ANY TIME ON OR PRIOR TO THE ELECTION DATE BY DELIVERING
               NOTICE OF SUCH WITHDRAWAL IN WRITING TO THE TRUSTEE.  IF
               ANY SUCH NOTICE OF WITHDRAWAL SHALL BE SO DELIVERED, NO
               EXTENSION SHALL OCCUR.

                         I.  NEW PROVISIONS TO BECOME EFFECTIVE ON THE
               EXTENSION DATE

                         (1)  The new Amortization Period Commencement
               Date shall be the earlier of (a) [,] or (b) the Pay Out
               Commencement Date.

                         (2)  The new Extension Date shall be
               [          ,    ].

                         [(3)  The new Scheduled Series 1997-1
               Termination Date shall be [,].]

                         [(4)  The following are additional provisions
               that will apply to the Investor Certificates on and after
               the Extension Date:

                         INSERT PROVISIONS]

                         J.  Annexed hereto are the following:

                         (1)  the form of Extension Tax Opinion.

                         (2)  the form of Extension Opinion.

                         (3)  the Election Notice.
                         IN WITNESS WHEREOF, the undersigned has duly
               executed this certificate this [  ] day of [      ,    ].

                                        FINGERHUT RECEIVABLES, INC.

                                        By:                             
                                            Name:
                                            Title:
                                                               Exhibit G

                   FORM OF INVESTOR CERTIFICATEHOLDER ELECTION NOTICE

               [INSERT NAME
                AND ADDRESS OF TRUSTEE]

               Re:  Fingerhut Master Trust:
                    Election Notice to Extend Series 1997-1

               Ladies and Gentlemen:

                         The undersigned hereby elects to approve the
               extension of the Revolving Period for Series 1997-1 until
               the Amortization Period Commencement Date set forth in
               the Extension Notice dated [            ,         ] (the
               "Extension Notice") and delivered to the undersigned
               pursuant Section 6.17(a) of the Amended and Restated
               Pooling and Servicing Agreement, dated as of January 12,
               1997, including the Amended and Restated Series 1997-1
               Supplement thereto, dated as of April 21, 1997, each by
               and among Fingerhut Receivables, Inc., as transferor,
               Fingerhut National Bank, as servicer, and The Bank of New
               York (Delaware), as trustee (collectively, and as each
               may be amended, supplemented or modified from time to
               time, the "Pooling and Servicing Agreement").  The
               undersigned hereby acknowledges that, commencing on the
               Current Extension Date (as defined in the Extension
               Notice), the terms and provisions of the Pooling and
               Servicing Agreement shall be modified as set forth in the
               Extension Notice.

                         IN WITNESS WHEREOF, the undersigned registered
               owner(s) has [have] executed this Election Notice as of
               the date set forth below.

               Dated:

                              Name(s):_______________________

                              Address:_______________________
                                           (Please Print)

                              Signature(s):__________________