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                                     [LETTERHEAD]


                         Report of Independent Accountants


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

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

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

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

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


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

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

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

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

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

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

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

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


                                                  Very truly yours,

                                                  /s/ Ernst & Young LLP


January 22, 1998