EXHIBIT 4.1

                         AMENDMENT  No. 6 dated as of  February 1,  2000, to the
                    Pooling and Servicing  Agreement  dated as of June 1,  1993,
                    between  PROVIDIAN  NATIONAL BANK  (formerly  known as First
                    Deposit National Bank), a national banking  association,  as
                    Seller and Servicer,  and BANKERS TRUST COMPANY,  a New York
                    banking corporation, as Trustee.

     WHEREAS the Seller, the Servicer and the Trustee are parties to the Pooling
and Servicing Agreement dated as of June 1,  1993, as amended by AMENDMENT No. 1
dated as of May 1, 1994, AMENDMENT No. 2 dated as of June 1, 1995, AMENDMENT No.
3 dated as of March 1, 1997, AMENDMENT No. 4 dated as of June 1, 1998, AMENDMENT
No. 5 dated as of August 1,  1998, and as supplemented by SUPPLEMENTAL AGREEMENT
No.  1  dated  as of  January 1,  1998  (as so  amended  and  supplemented,  the
"Agreement"); and

     WHEREAS  the  Seller,  the  Servicer  and the Trustee now wish to amend the
Agreement as set forth herein;

     NOW,  THEREFORE,  the Seller,  the Servicer and the Trustee hereby agree as
follows:


                                    ARTICLE I

                                   DEFINITIONS

     SECTION 1.01.  Defined Terms Not Defined Herein. All capitalized terms used
herein that are not defined  herein  shall have the meaning  ascribed to them in
the Agreement.


                                   ARTICLE II

                             AMENDMENTS TO AGREEMENT

     SECTION 2.01. Amendments to Section 1.01 of the Agreement.  Section 1.01 of
the Agreement is hereby amended as follows:

     (a) In the definition of the term "Eligible Receivable",  the word "and" at
the end of  clause  (j) is  deleted,  the  period  at the end of  clause  (k) is
replaced by a semicolon and the following clause (l) is added at the end of such
definition:

          (l) which,  if arising under an Account which was not  originated by a
     Seller or an Affiliate of a Seller, will not be designated as an Additional
     Account unless the Rating Agency Condition shall have been satisfied.

     (b) The definition of the term "Finance Charge  Receivables" is amended and
restated as follows:

          "Finance Charge  Receivables"  shall mean, with respect to any Monthly
     Period,  all amounts billed to the Obligors on any Account at the beginning
     of such Monthly Period and in respect of (i) Periodic Finance Charges, (ii)
     Returned Cash Advance Check Fees, (iii) Late Fees, (iv) Overlimit Fees, (v)
     Returned Payment Check Fees and (vi) all other fees and charges  (excluding
     Principal  Receivables).  Collections of Finance Charge  Receivables,  with
     respect to any Monthly  Period,  shall  include  (i) a portion,  determined
     pursuant to Section 2.07(i), of the Interchange paid to the Sellers through
     the MasterCard  System,  the VISA System and any other similar  entity's or
     organization's  system relating to consumer  revolving credit card accounts
     with respect to such Monthly Period and (ii) any cash proceeds  received by
     the Sellers initially upon the sale or  re-securitization by the Sellers of
     Defaulted  Receivables  removed  from the Trust to the extent  such sale or
     re-securitization is made pursuant to a Grouped Charge Off Disposition, and
     excluding,  in the case of any such Defaulted  Receivables removed from the
     Trust,  (a) any amount  received  by the Sellers  other than  pursuant to a
     Grouped Charge Off Disposition and (b) any amounts  received by the Sellers
     with respect to Defaulted  Receivables removed from the Trust pursuant to a
     Grouped  Charge Off  Disposition  if such  amounts do not  constitute  cash
     proceeds received by the Sellers upon the initial sale or re-securitization
     of such Defaulted Receivables.

     (c) The  definition  of the term  "Recoveries"  is amended and  restated as
follows:

          "Recoveries"  shall mean all  amounts  received by the  Servicer  with
     respect to Receivables which have previously become Defaulted  Receivables,
     including  Insurance  Proceeds,  but excluding any amounts  received by the
     Sellers  with  respect  to  Defaulted  Receivables  removed  from the Trust
     pursuant to a Grouped Charge Off Disposition.

     SECTION 2.02.  Amendment to Section  2.05(a) of the Agreement.  (a) Section
2.05(a) of the Agreement is hereby amended by adding the following phrase at the
end of clause (i) thereof:

     (and as soon as practicable  after such discovery or receipt of notice such
     Seller shall endeavor to exclude the aggregate of the  Receivables  arising
     under the related  Accounts  from the aggregate of the  Receivables  in the
     Trust)

     SECTION  2.03.  Amendments  to Section 2.09 of the  Agreement.  (a) Section
2.09(c) of the  Agreement  is hereby  amended and  restated  in its  entirety as
follows:

          (c) such Seller shall have  represented  and  warranted on or prior to
     the date that is 10 Business  Days after the Removal  Date that the list of
     Removed Accounts delivered  pursuant to paragraph (b)  above was, as of the
     Removal Notice Date, true and complete in all material respects;

     (b) Section  2.09(d) of the Agreement is hereby amended and restated in its
entirety as follows:

          (d) the Rating Agency Condition shall have been satisfied with respect
     to such  removal;  provided,  however,  that if (i) the amount of Principal
     Receivables  outstanding in each such Removed Account is zero and (ii) each
     such Removed  Account (x) has had no activity in the previous 180 days, (y)
     has  been   closed  or  (z)  has  had  its   Receivables   charged  off  as
     uncollectible, the Rating Agency Condition shall not apply;

     Section 2.04. Amendments to Section 3.09(a) of the Agreement. The third and
fourth  sentences  of Section  3.09(a) are hereby  amended and restated in their
entirety as follows:

     Any adjustment  required pursuant to either of the two preceding  sentences
     shall be made on or prior to the second Business Day after the day on which
     such  adjustment  obligation  arises.  In the  event  that,  following  the
     exclusion  of  such  Principal  Receivables  from  the  calculation  of the
     Sellers' Participation Amount, the Sellers' Participation Amount would be a
     negative  number,  not later than 12:00  noon,  New York City time,  on the
     second Business Day following the day on which such  adjustment  obligation
     arises,  the Seller which  transferred  such  Principal  Receivables to the
     Trust  shall make a deposit  into the  Collection  Account  in  immediately
     available  funds in an amount  equal to the  amount  by which the  Sellers'
     Participation  Amount  would  be  below  zero  (up to the  amount  of  such
     Principal Receivables).


     Section  2.05.  Amendment  to  Section  4.02  of the  Agreement.  The  last
paragraph  of Section  4.02 is hereby  amended and  restated in its  entirety as
follows:

          Unless otherwise agreed by each Rating Agency,  if at any time neither
     FDNB nor any other  Affiliate of FDNB is the Servicer,  the Special Funding
     Account will be moved from FDNB if then maintained there.  Funds on deposit
     in the Special  Funding  Account  shall at the direction of the Servicer be
     invested by the Trustee in Eligible  Investments  selected by the Servicer.
     All such Eligible  Investments shall be held by the Trustee for the benefit
     of the  Certificateholders.  The Trustee shall  maintain for the benefit of
     the   Certificateholders   possession  of  the  negotiable  instruments  or
     securities, if any, evidencing such Eligible Investments.  Funds on deposit
     in the Special Funding Account on any Distribution Date will be invested in
     Eligible  Investments  that will mature so that all funds will be available
     at the close of  business  on the  Transfer  Date  following  such  Monthly
     Period. No Eligible  Investment shall be disposed of prior to its maturity;
     provided,  however,  that the Trustee may sell,  liquidate or dispose of an
     Eligible  Investment  before its maturity,  if so directed by the Servicer,
     the  Servicer  having  reasonably  determined  that  the  interests  of the
     Investor  Certificateholders  may be  adversely  affected if such  Eligible
     Investment is held to its maturity.  Unless directed by the Servicer, funds
     deposited in the Special Funding Account on a Transfer Date with respect to
     the next  following  Distribution  Date  are not  required  to be  invested
     overnight.  On each  Distribution  Date, all interest and other  investment
     earnings (net of losses and investment expenses) on funds on deposit in the
     Special  Funding  Account shall be treated as Collections of Finance Charge
     Receivables  with  respect to the last day of the  related  Monthly  Period
     except as otherwise specified in the related  Supplement.  Funds on deposit
     in the Special Funding Account will be withdrawn and paid to the Sellers on
     any Distribution Date to the extent that the Sellers'  Participation Amount
     exceeds the Required Sellers' Participation Amount and the aggregate amount
     of  Principal  Receivables  in the Trust  exceeds  the  Required  Principal
     Balance on such date (in each case  determined  after giving  effect to any
     Principal  Receivables  transferred  to the Trust on such date);  provided,
     however, that, if an Accumulation Period,  Scheduled Amortization Period or
     Early  Amortization  Period has commenced and is continuing with respect to
     one or more outstanding Series, any funds on deposit in the Special Funding
     Account  shall be  treated  as Shared  Principal  Collections  and shall be
     allocated and distributed in accordance with  Section 4.04 and the terms of
     each  Supplement.  For purposes of determining the availability of funds or
     the  balances in the  Special  Funding  Account  for any reason  under this
     Agreement, all investment earnings net of investment expenses and losses on
     such funds shall be deemed not to be available or on deposit.

     Section  2.06.  Amendments  to Section 4.03 of the  Agreement.  (a) Section
4.03(a) is hereby amended and restated in its entirety as follows:

          (a) The Servicer  will apply or will instruct the Trustee to apply all
     funds on deposit in the Collection  Account as described in this Article IV
     and in each  Supplement.  Except as otherwise  provided below, the Servicer
     shall deposit  Collections  into the  Collection  Account no later than the
     second  Business Day following the Date of Processing of such  Collections,
     except for Collections consisting of Interchange,  the  Certificateholders'
     allocable  portion of which the Servicer  shall deposit into the Collection
     Account no later than 12:00 noon,  New York City time, on the Transfer Date
     and the  Sellers'  allocable  portion of which the  Sellers  shall  retain.
     Subject  to the  express  terms  of  any  Supplement,  but  notwithstanding
     anything else in this Agreement to the contrary, if and for so long as FDNB
     remains the Servicer and (x) maintains a certificate  of deposit  rating of
     A-1 or better by  Standard  & Poor's  and P-1 by  Moody's,  or (y) FDNB has
     provided to the Trustee a letter of credit covering  collection risk of the
     Servicer acceptable to the Rating Agency (as evidenced by a letter from the
     Rating  Agency),   the  Servicer  need  not  make  the  daily  deposits  of
     Collections  into the  Collection  Account  as  provided  in the  preceding
     sentence,  but may make a  single  deposit  in the  Collection  Account  in
     immediately  available funds not later than 12:00 noon, New York City time,
     on the  Transfer  Date,  except  for  the  Sellers'  allocable  portion  of
     Collections consisting of Interchange, which the Sellers shall retain.

          Subject to the two provisos in Section 4.04  (assuming for purposes of
     this Section  4.03(a) that such  provisos  applied on a daily  basis),  but
     notwithstanding  anything  else in this  Agreement  to the  contrary,  with
     respect  to any  Monthly  Period  when the  Servicer  is  required  to make
     deposits of  Collections  pursuant to the second  sentence of the preceding
     paragraph,  the Servicer will only be required to deposit  Collections into
     the  Collection  Account  up to the  sum of (x)  the  aggregate  amount  of
     Collections  required to be deposited  into any Series  Account  (including
     Monthly Interest (as defined in the related  Supplement)) to be distributed
     on the related Distribution Date or, without duplication, distributed on or
     prior to the related Distribution Date to Investor Certificateholders or to
     any Series Enhancer  pursuant to the terms of any Supplement or Enhancement
     Agreement, (y) the aggregate of the Investor  Certificateholders'  portions
     of the  daily  Defaulted  Amounts  for  such  Monthly  Period  and  (z) the
     aggregate of the daily  allocations of the Monthly  Servicing Fees for such
     Monthly Period for such Series (calculated pursuant to Section 3.02 of this
     Agreement);  provided,  however,  that (i) as long as FDNB is the  Servicer
     (A) with respect to any Series for which any Monthly Interest is determined
     on a floating  rate basis,  at such time in each  Monthly  Period when each
     floating rate that is used in calculating  Monthly Interest for such Series
     for such Monthly Period has been  determined,  to the extent that all funds
     required  under  clause (x) above  have been  deposited  in the  Collection
     Account  with  respect to such  Series,  then no  additional  funds will be
     required to be deposited  pursuant to clause (z) above and (B) with respect
     to any Series for which  Monthly  Interest  is  determined  on a fixed rate
     basis,  to the extent that all funds  required  under clause (x) above have
     been deposited in the Collection Account with respect to such Series,  then
     no additional funds will be required to be deposited pursuant to clause (z)
     above and (ii) if at any time prior to such Distribution Date the amount of
     Collections deposited in the Collection Account exceeds the amount required
     to be deposited, the Servicer will be permitted to withdraw the excess from
     the  Collection  Account.  With  respect  to any  Monthly  Period  when the
     Servicer is authorized to make deposits of Collections pursuant to the last
     sentence of the preceding paragraph,  the Servicer will only be required to
     deposit  Collections into the Collection Account up to the aggregate amount
     of Collections required to be deposited into any Series Account or, without
     duplication,  distributed on or prior to the related  Distribution  Date to
     Investor Certificateholders or to any Series Enhancer pursuant to the terms
     of any Supplement or Enhancement Agreement,  provided,  however, that if at
     any  time  prior  to such  Distribution  Date  the  amount  of  Collections
     deposited  in the  Collection  Account  exceeds  the amount  required to be
     deposited,  the Servicer  will be permitted to withdraw the excess from the
     Collection Account.

     (b) Section  4.03(b) of the Agreement is hereby amended and restated in its
entirety as follows:

          (b)  With  respect  to  each  day  during  each  Monthly  Period,  (i)
     Collections  of  Finance  Charge  Receivables  will  be  allocated  to  the
     Certificateholders'  Interest of a Series in an amount equal to the product
     of the amount of such Collections and the Floating Allocation Percentage of
     such  Series  with  respect to such day during such  Monthly  Period,  (ii)
     Collections   of   Principal   Receivables   will  be   allocated   to  the
     Certificateholders'  Interest  of such  Series  in an  amount  equal to the
     product  of the amount of such  Collections  and the  Principal  Allocation
     Percentage  of such  Series with  respect to such day during  such  Monthly
     Period and (iii)  Adjustment  Payments and Transfer Deposit Amounts will be
     treated  as  Shared  Principal   Collections  and  will  be  allocated  and
     distributed  in  accordance  with  Section  4.04  and  the  terms  of  each
     Supplement.  With respect to each Monthly Period, and  notwithstanding  the
     foregoing,  the Defaulted  Amount and Interchange  will be allocated to the
     Certificateholders'  Interest of a Series based on the Floating  Allocation
     Percentage of such Series with respect to such Monthly  Period.  Subject to
     Sections 4.03(c) and 4.04, amounts not allocated to the Certificateholders'
     Interest of any Series will be allocated to the Sellers' Interest.

     (c) The first  paragraph  of  Section  4.03(c) of the  Agreement  is hereby
amended and restated in its entirety as follows:

          (c) On the  earlier of (A) the second  Business  Day after the Date of
     Processing  and (B) the day on which the  Servicer  actually  deposits  any
     Collections  into the  Collection  Account,  the  Servicer  will pay to the
     Sellers (i) the Sellers' allocable portion of Collections of Finance Charge
     Receivables (except for such Collections consisting of Interchange,  to the
     extent that the Sellers  have  retained  their  allocable  portion  thereof
     pursuant to Section  4.03(a))  and (ii) the Sellers'  allocable  portion of
     Collections of Principal Receivables;  provided, however, that, in the case
     of Collections of Principal Receivables allocated to the Sellers' Interest,
     such   amounts   shall  be  paid  to  the  Sellers  only  if  the  Sellers'
     Participation  Amount  (determined  after  giving  effect to any  Principal
     Receivables  transferred  to the  Trust on such  date)  exceeds  zero;  and
     provided,  further,  that in the case of any Shared  Principal  Collections
     that would otherwise be paid to the Sellers  pursuant to Section 4.04, such
     amounts  shall be paid to the Sellers  only if the  Sellers'  Participation
     Amount exceeds the Required Sellers' Participation Amount and the aggregate
     amount of Principal Receivables in the Trust exceeds the Required Principal
     Balance  (in each case  determined  after  giving  effect to any  Principal
     Receivables  transferred to the Trust on such date). The amount not paid to
     the  Sellers  as a  result  of  the  provisos  in  the  preceding  sentence
     ("Unallocated   Principal   Collections")   shall  be   deposited  on  each
     Distribution Date in the Special Funding Account;  provided,  however, that
     if any Series is in its Accumulation Period,  Scheduled Amortization Period
     or Early  Amortization  Period,  any Unallocated  Principal  Collections on
     deposit in the  Collection  Account shall be deemed to be Shared  Principal
     Collections  and shall be allocated  and  distributed  in  accordance  with
     Section 4.04 and the terms of each Supplement.

     Section 2.07.  Amendment to Section 4.04 of the Agreement.  Section 4.04 is
hereby amended and restated in its entirety as follows:

          SECTION 4.04. Shared Principal Collections. On each Distribution Date,
     (a) the  Servicer  shall  allocate  Shared  Principal  Collections  to each
     Series, pro rata, in proportion to the Principal  Shortfalls,  if any, with
     respect  to each  Series  and (b) the  Servicer  shall  withdraw  from  the
     Collection Account and pay to the Sellers an amount equal to the excess, if
     any, of (x) the aggregate amount for all outstanding  Series of Collections
     of Principal  Receivables  which the related  Supplements or this Agreement
     specify  are to be  treated  as  "Shared  Principal  Collections"  for such
     Distribution Date over (y) the aggregate amount for all outstanding  Series
     which the related Supplements  specify are "Principal  Shortfalls" for such
     Distribution Date;  provided,  however,  that such amounts shall be paid to
     the Sellers only if the Sellers' Participation Amount for such Distribution
     Date  (determined   after  giving  effect  to  any  Principal   Receivables
     transferred to the Trust on such date) exceeds zero; and provided, further,
     that, if, on any Distribution  Date, the Sellers'  Participation  Amount is
     less than or equal to the  Required  Sellers'  Participation  Amount or the
     aggregate  amount  of  Principal  Receivables  is less than or equal to the
     Required  Principal Balance (in each case determined after giving effect to
     any  Principal  Receivables  transferred  to the Trust on such  date),  the
     Servicer  will  not   distribute  to  the  Sellers  any  Shared   Principal
     Collections or any Transfer Deposit Amounts or Adjustment  Payments then on
     deposit in the Collection  Account that  otherwise  would be distributed to
     the Sellers, but shall deposit such funds in the Special Funding Account.


                                   ARTICLE III

                                  MISCELLANEOUS

     SECTION 3.01. Ratification of Agreement. As amended by this Amendment,  the
Agreement is in all respects ratified and confirmed and the Agreement as amended
by this  Amendment  shall  be  read,  taken  and  construed  as one and the same
instrument.

     SECTION  3.02.  Amendment.  The  Agreement may be amended from time to time
only  if  the  conditions  set  forth  in  Section 13.01  of the  Agreement  are
satisfied.

     SECTION 3.03.  Counterparts.  This Amendment may be executed in two or more
counterparts,  and by different parties on separate counterparts,  each of which
shall  be an  original,  but all of  which  shall  constitute  one and the  same
instrument.

     SECTION  3.04.   GOVERNING  LAW.  THIS  AMENDMENT  SHALL  BE  CONSTRUED  IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW  YORK,  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.


     IN WITNESS  WHEREOF,  the Seller,  the Servicer and the Trustee have caused
this  Amendment to be duly executed by their  respective  officers as of the day
and year first above written.


                                                PROVIDIAN NATIONAL BANK,
                                                Seller and Servicer,

                                                by /s/ Gwinneth C. Berexa
                                                   ----------------------
                                                Name:  Gwinneth C. Berexa
                                                Title: Vice President


                                                BANKERS TRUST COMPANY,
                                                Trustee,

                                                by /s/ Peter Becker
                                                   --------------------
                                                Name:  Peter Becker
                                                Title: Assistant Vice President