Exhibit 99.8


                            [Letterhead of KPMG LLP]


                         Independent Accountant's Report



To the Shareholder and
Board of Directors of
Universal Card Services Corp.:

We have examined management's assertion, included in the accompanying Assertion
by Universal Card Services Corp., that, as of December 31, 1999, Universal Card
Services Corp. (the "Servicer") maintained effective internal control over the
servicing of credit card loans for the Universal Card Master Trust (the
"Trust"), based upon criteria established in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO"). Management is responsible for establishing and maintaining
effective internal control over the servicing of credit card loans for the
Trust. Our responsibility is to express an opinion on management's assertion
about the internal control over the servicing of credit card loans for the Trust
based on our examination.

Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
obtaining an understanding of the internal control over the loan servicing
process, testing and evaluating the design and operating effectiveness of the
internal control, and such other procedures as we considered necessary in the
circumstances. We believe that our examination provides a reasonable basis for
our opinion.

As discussed in management's assertion, in providing the assertion on internal
control, management has accepted an independent examination of the internal
control structure of the third party processor, Total Systems Services, Inc.
Accordingly, our examination did not extend to the internal control of the
Servicer's third party processor, and we do not express an opinion or any other
form of assurance on the internal control of the processor.

Because of inherent limitations in any internal control, misstatements due to
error or fraud may occur and not be detected. Also, projections of any
evaluation of the internal control over the loan servicing process to future
periods are subject to the risk that the internal control may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies and procedures may deteriorate.

In our opinion, management's assertion that the Servicer maintained effective
internal control over the servicing of credit card loans for the Trust as of
December 31, 1999, is fairly stated, in all material respects, based upon
criteria established in Internal Control - Integrated Framework issued by COSO.


/s/ KPMG LLP


Jacksonville, Florida
January 21, 2000



<PAGE>


January 21st, 2000


Assertion by Universal Card Services Corp.


Universal Card Services Corp. services the credit card loans for the Universal
Card Master Trust (the Trust). Management is responsible for establishing and
maintaining effective internal control over the servicing of credit card loans
for the Trust. Management has performed an evaluation of Universal Card Services
Corp. internal control over the servicing for the Trust as of December 31, 1999,
based upon criteria established in Internal Control - Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).

We have accepted an independent examination of the internal control structure of
the third party processor, Total System Services, Inc. The examination was
performed in accordance with the standards established by the American Institute
of Certified Public Accountants.

Based upon our evaluation, management believes that, as of December 31, 1999,
Universal Card Services Corp., as servicer, has maintained effective internal
control over the servicing of credit card loans for the Trust based upon
criteria established in Internal Control - Integrated Framework issued by COSO.


UNIVERSAL CARD SERVICES CORP.,
Servicer



By /s/ Richard Garside                   By /s/ Michael Gehlen
   -----------------------------            -----------------------------
   Richard Garside                          Michael Gehlen
   President & Chief Executive Officer      Vice President & Chief Financial
                                            Officer

By /s/ Leslie Palmer                     By /s/ Dori Broglino
   -----------------------------            -----------------------------
   Leslie Palmer                            Dori Broglino
   Senior Vice President &                  Assistant Treasurer
   Chief Information Officer