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REPORT OF INDEPENDENT ACCOUNTANTS

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

We have examined management's assertion that, as of December 31, 1996, AT&T
Universal Card Services Corp. (the Servicer) maintained effective internal
control over the servicing of credit card loans for the AT&T Universal Card
Master Trust. 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 assumed the accuracy of reports prepared by the Servicer's
third party credit card database processor and did not extend its assessment to
the internal control of the processor. Accordingly, our examination did not
extend to the internal control of the Servicer's third party credit card
database 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, errors or
irregularities 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 AT&T Universal Card Services Corp.
maintained effective internal control over the servicing of credit card loans
for the AT&T Universal Card Master Trust as of December 31, 1996, is fairly
stated, in all material respects, based upon criteria established by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) as
described in Internal Control-Integrated Framework.



COOPERS & LYBRAND L.L.P.
Jacksonville, Florida
April 3, 1997

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March 31, 1997


Assertion by AT&T Universal Card Services Corp.


AT&T Universal Card Services Corp. services the credit card loans for the AT&T
Universal Card Master Trust. AT&T Universal Card Services Corp. maintained
effective internal control over the loan servicing for the AT&T Universal Card
Master Trust as of December 31, 1996, based upon criteria established by the
Committee Of Sponsoring Organizations of the Treadway Commission (COSO) as
described in Internal Control - Integrated Framework.

In assessing its internal control over credit card loan servicing, AT&T
Universal Card Services Corp. assumed the accuracy of the reports generated by
its third party credit card data base processor and did not extend its
assessment to the internal control of the processor.








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R. J. Srednicki
President & Chief Executive Officer



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G. A. Hines
Executive Vice President &
Chief Operating Officer



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B. H. Fluck
Senior Vice President &
Chief Financial Officer