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                        Report of Independent Accountants


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, 1998, 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, 1998, is fairly stated, in all material respects, based upon
criteria established in Internal Control - Integrated Framework issued by COSO.

/s/ KPMG LLP

New York, New York
March 19, 1999


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March 19, 1999

Assertion by Universal Card Services Corp.

Universal Card Services Corp. (the Servicer) 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 the
Servicer's internal control over the servicing of credit card loans for the
Trust as of December 31, 1998, 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 third party processor, Total Systems Services, Inc. This 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, 1998,
Universal Card Services Corp., as servicer, has maintained effective internal
control over the servicing of credit card loans for the Trust based upon
criteria establisehd in Internal Control - Integrated Framework issued by COSO.


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



By /s/ Leslie Palmer                     By /s/ Thomas F. Donahue
   -------------------------                -------------------------      
   Leslie Palmer                            Thomas F. Donahue
   Senior Vice President &                  Treasurer
   Chief Information Officer