Independent Accountant's Report on Applying
                             Agreed-Upon Procedures

Board of Directors
Providian National Bank
and
Bankers Trust Company, as Trustee

                             Providian Master Trust

     Per  your  request,  we  have  performed  certain  agreed-upon   procedures
enumerated below pursuant to Article III,  sections 3.06(a) and 3.06(b),  of the
Pooling and Servicing  Agreement (as amended the "Agreement")  between Providian
National  Bank  (formerly  First Deposit  National  Bank and Providian  National
Bank), as Seller and Servicer, and Bankers Trust Company as Trustee on behalf of
the certificateholders of Providian Master Trust (the "Trust"), 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 and Amendment  No. 3 dated as of March 1, 1997,  and as
supplemented by the Series 1993-2 Supplement thereto,  dated as of June 1, 1993;
as  supplemented  by the Second  Amended and Restated  Series 1993-3  Supplement
thereto,  dated as of December 1, 1995; as supplemented by the Series 1995-1 and
1995-2  Supplements  thereto,  dated as of June 1, 1995; as  supplemented by the
Series 1996-1 Supplement  thereto,  dated as of June 1, 1996; as supplemented by
the Series 1997-1 and the Series 1997-2 Supplements  thereto,  dated as of March
1, 1997; as supplemented by the Series 1997-3  Supplement  thereto,  dated as of
June 1, 1997 and as supplemented by Series 1997-4 Supplement  thereto,  dated as
of  November  1, 1997.  This  engagement  to apply  agreed-upon  procedures  was
performed in accordance with standards  established by the American Institute of
Certified  Public  Accountants.  The sufficiency of the procedures is solely the
responsibility of Providian National Bank and Bankers Trust Company, as Trustee.
Consequently,  we  make  no  representation  regarding  the  sufficiency  of the
procedures described below either for the purpose for which this report has been
requested or for any other purpose.

1.   We  inquired  of  Servicer  management  as to whether  separate  Collection
     Accounts were  maintained by the Trustee during 1997 in accordance with the
     terms of the Agreement.  We were informed that separate collection accounts
     were  maintained by the Trustee during 1997 (Article IV section 4.02 of the
     Agreement).

2.   We selected a sample of six business days ("Selected Days") from the period
     October 1, 1996 to  September  30, 1997 (April 8, April 10, April 14, April
     16, June 6 and June 12) and performed  the following  (Article III sections
     3.01 and 3.04 and Article IV sections 4.02 and 4.03 of the Agreement):

     a)   We obtained the  corresponding  day's Transfer of Funds Notice ("TFN")
          as prepared by Providian National Bank.

     b)   We  compared  the  wire  amount  as  set  forth  in  the  TFN  to  the
          corresponding  amount in the caption  "Investor Finance Charge and Fee
          Collections"  contained in the Collection Data Report,  as prepared by
          the Servicer. No exceptions were noted.

     c)   We compared  the total  finance  charge  collections,  gross fee,  and
          principal  collections for the Selected Days to the Agent Bank Summary
          Report  ("ABS"),  which is prepared by the Providian  National  Bank's
          third party bank card processor, Total System Services, Inc. ("TSYS").
          No exceptions were noted.

     d)   We  compared  the  collection  date  for  the  days  selected  per the
          Collection Data Report to the  corresponding TFN to determine that the
          wire  transfers  occurred no later than three  business days after the
          collection date. No exceptions were noted.

     e)   For the Selected Days, we recalculated all  mathematical  calculations
          contained in the Collection Data Report. No exceptions were noted.

3.   We obtained Monthly Servicer's  Certificates and the Monthly Statements for
     all Series issued for all months from October 1996 through  September 1997.
     We noted that the Certificates  were signed by an authorized  officer,  and
     that management asserted that no Pay Out Event had occurred.

4.   For the months of October 1996 through  September  1997 for Series  1993-2,
     1993-3,  1995-1,  1995-2,  and  1996-1;  for the  months  of March  through
     September  1997 for Series  1997-1 and  1997-2;  and for the months of June
     through  September 1997 for Series 1997-3, we obtained  Providian  National
     Bank-prepared  Monthly  Statements and performed the following (Article III
     section 3.04 and Article IV sections 4.03 and 4.04 of the Agreement):

     a)   For the month of July for Series 1993-2, 1993-3, 1995-1, 1995-2, 1996-
          1,  1997-1,  1997-2,  and  1997-3  and the month of March  for  Series
          1993-3,  we recalculated all mathematical  calculations in the monthly
          Statements,  and compared the related Trust activity  amounts reported
          in the monthly statements to the amounts reported in the corresponding
          month's reports generated from TSYS. No exceptions were noted.

     b)   For the  remaining  months,  we compared  the related  Trust  activity
          amounts to the Dual Seller  Allocation  model output  (prepared by the
          Servicer). No exceptions were noted.

     c)   We  recomputed  the  mathematical   calculation  that  determines  the
          investor and seller portions  (Article III section 3.04 and Article IV
          sections 4.03 and 4.04 of the Agreement). No exceptions were noted.

5.   We obtained direct  confirmation  of the Servicer's  fidelity bond coverage
     insuring  against losses through  wrongdoing of its officers and associates
     who are involved in the servicing of  receivables.  The insurer stated that
     the coverage is currently maintained and was in force throughout 1997.

6.   We  inquired of  Servicer  personnel  responsible  for  investments  in the
     Collection  Accounts.  The Servicer  personnel informed us that deposits in
     the  Collection  Accounts  were invested in Eligible  Investments  only, as
     defined  in Article I of the  Agreement  (Article  IV  section  4.02 of the
     Agreement).

7.   The  Servicer  provided  us with  written  representations  that no Pay Out
     Event, as the term is defined in the Agreement,  occurred during the twelve
     months ended September 30, 1997 for any series during its revolving  period
     (Article IX Section 9.01).

8.   We obtained written  representation  from management of Providian  National
     Bank that,  to the best of their  knowledge,  Providian  National  Bank has
     recorded all material transactions properly relating to the Agreement,  and
     Providian  National  Bank has  complied  with all  material  aspects of the
     Agreement. (Articles III and IV and section 8.08 of the Agreement).

9.   We obtained  copies of the Annual  Servicer's  Certificate and compared the
     form of the Annual  Servicer's  Certificates  to Exhibit D of the Agreement
     (Article III section 3.05 of the Agreement). No exceptions were noted.

We were not engaged to, and did not,  perform an  examination,  the objective of
which would be the expression of an opinion on the monthly certificates for each
series included in the Trust,  prepared by the Servicer pursuant to Article III,
sections 3.06(a) and 3.06(b), of the Agreement or on the reports prepared by the
Servicer.  Accordingly,  we do not  express  such an opinion.  Had we  performed
additional procedures with respect to both the monthly certificates prepared by
the  Servicer  pursuant  to Article  III,  sections  3.06(a)  and 3.06(b) of the
Agreement  and the reports  prepared by the  Servicer,  which were the source of
such amounts,  other  matters  might have come to our attention  that would have
been reported to you.

This report is intended solely for the use and information of Providian National
Bank and the  Trustee and should not be used by those who have not agreed to the
procedures and taken  responsibility  for the  sufficiency of the procedures for
their purposes.

                                                       /s/ Ernst & Young LLP

March 25, 1998


                         Independent Accountant's Report


Board of Directors
Providian National Bank

     We have  examined  management's  assertion,  included  in the  accompanying
Report of Management on Master Trust Internal Controls and Pooling and Servicing
Agreement  Compliance  ("Report"),  that Providian National Bank (formerly First
Deposit  National Bank and  Providian  National  Bank),  as Seller and Servicer,
maintained  internal  controls over the  functions  performed as servicer of the
Providian Master Trust ("Trust") that are effective, as of December 31, 1997, in
providing  reasonable  assurance that Trust assets are safeguarded  against loss
from  unauthorized  use or  disposition  and that  transactions  are executed in
accordance with  management's  authorization  in conformity with the Pooling and
Servicing Agreement (as amended, the "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 and Amendment No. 3 dated as of March 1, 1997, and as  supplemented
by  the  Series  1993-2  Supplement  thereto,  dated  as of  June  1,  1993;  as
supplemented  by the  Second  Amended  and  Restated  Series  1993-3  Supplement
thereto,  dated as of December 1, 1995; as supplemented by the Series 1995-1 and
1995-2  Supplements  thereto,  dated as of June 1, 1995; as  supplemented by the
Series 1996-1 Supplement  thereto,  dated as of June 1, 1996; as supplemented by
the Series 1997-1 and the Series 1997-2 Supplements  thereto,  dated as of March
1, 1997; as supplemented by the Series 1997-3  Supplement  thereto,  dated as of
June 1, 1997 and as supplemented by the Series 1997-4 Supplement thereto,  dated
as of  November  1, 1997  between  Providian  National  Bank and  Bankers  Trust
Company, as Trustee,  and are recorded properly to permit the preparation of the
required  financial  reports.  As  discussed  in  that  report,   management  is
responsible for Providian National Bank's internal controls over compliance with
those requirements during the period ended December 31, 1997. Our responsibility
is to express an opinion on  management's  assertion  about  Providian  National
Bank's internal controls over compliance 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  controls  over the  functions  performed by
Providian  National Bank as servicer of the Trust,  testing,  and evaluating the
design and operating effectiveness of the controls, and such other procedures as
we considered  necessary in the  circumstances.  We believe that our examination
provides a reasonable basis for our opinion.  Our examination does not provide a
legal   determination  on  Providian   National  Bank's  internal  control  over
compliance with specified requirements.

Because  of  inherent   limitations   in  any  internal   controls,   errors  or
irregularities  may  occur  and  not  be  detected.  Also,  projections  of  any
evaluation of the internal  controls  over the functions  performed by Providian
National Bank as servicer of the Trust to future periods are subject to the risk
that the controls may become  inadequate  because of changes in  conditions,  or
that the degree of compliance with the controls may deteriorate.

In our opinion,  management's  assertion that Providian National Bank maintained
controls  over  the  functions  performed  as  servicer  of the  Trust  that are
effective, as of December 31, 1997, in providing reasonable assurance that Trust
assets are  safeguarded  against loss from  unauthorized  use or disposition and
that transactions are executed in accordance with management's  authorization in
conformity with the Agreement and the  Supplements to the Agreement  referred to
above,  between  Providian  National Bank and Bankers'  Trust  Company,  and are
recorded properly to permit the preparation of the required  financial  reports,
is fairly stated, in all material  respects,  based upon the following  criteria
specified in the Report:

 --  Controls   provide   reasonable   assurance   that  funds   collected   are
     appropriately  remitted to the Trustee in accordance with the Agreement and
     the Supplements to the Agreement.

 --  Controls provide reasonable assurance that Trust assets are segregated from
     those assets  retained by Providian  National Bank in  accordance  with the
     Agreement and the Supplements to the Agreement.

 --  Controls provide  reasonable  assurance that expenses incurred by the Trust
     are properly  calculated and remitted in accordance  with the Agreement and
     the Supplements to the Agreement.

 --  Controls provide reasonable  assurance that the addition of accounts to the
     Trust are authorized in accordance  with the Agreement and the  Supplements
     to the Agreement.

 --  Controls provide reasonable assurance that the removal of accounts from the
     Trust are authorized in accordance  with the Agreement and the  Supplements
     to the Agreement.

 --  Controls provide  reasonable  assurance that Trust assets amortizing out of
     the  Trust  are  calculated  in  accordance  with  the  Agreement  and  the
     Supplements to the Agreement.

 --  Controls provide reasonable assurance that Monthly Servicer's  Certificates
     generated  in the  form of  "Exhibits"  and  provided  to the  Trustee  are
     reviewed by management prior to disbursing.

 --  Controls provide reasonable assurance that Monthly Servicer's  Certificates
     generated in the form of  "Exhibits"  contain  information  required by the
     Agreement and the Supplements to the Agreement.

This report is intended solely for your information.  However,  this report is a
matter of  public  record as a result of being  included  as an  exhibit  to the
report on Form 10-K  prepared  by  Providian  National  Bank and filed  with the
Securities and Exchange  Commission on behalf of the Providian  Master Trust and
its distribution is not limited.

                                                       /s/ Ernst & Young LLP

March 25, 1998

                         Independent Accountant's Report


Providian National Bank
     and
Bankers Trust Company

We have examined management's assertion,  included in the accompanying Report of
Management on Master Trust Internal Controls and Pooling and Servicing Agreement
Compliance (the  "Report"),  about  Providian  National  Bank's  (formerly First
Deposit National Bank and Providian  National Bank) compliance with the relevant
terms and  conditions  of Articles III and IV, and Sections 8.08 and 9.01 of the
Pooling and  Servicing  Agreement, dated as of June 1, 1993 as amended,  between
Providian National Bank and Bankers Trust Company (the "Agreement") and Articles
IV and V of the Supplements to the Agreement  relating to Series 1993-2,  Series
1993-3,  Series 1995-1,  Series 1995-2,  Series  1996-1,  Series 1997-1,  Series
1997-2, Series 1997-3 and Series 1997-4 as of December 31, 1997 and for the year
then ended.  Management is responsible for Providian  National Bank's compliance
with  those  requirements.  Our  responsibility  is to  express  an  opinion  on
management's  assertion about Providian  National Bank's compliance based on our
examination.

Our  examination  was  made in  accordance  with  standards  established  by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining,  on a test basis, evidence about Providian National Bank's compliance
with those  requirements  and performing such other  procedures as we considered
necessary  in the  circumstances.  We believe  that our  examination  provides a
reasonable  basis for our  opinion.  Our  examination  does not  provide a legal
determination   of  Providian   National   Bank's   compliance   with  specified
requirements.

In our opinion,  management's  assertion  that  Providian  National  Bank was in
compliance,  in all  material  respects,  with the terms and  conditions  of the
sections of the Agreement and the provisions of each Supplement to the Agreement
referred  to above,  as of December  31,  1997 and for the year then  ended,  is
fairly stated, in all material respects.

This report is intended solely for your information.  However,  this report is a
matter of  public  record as a result of being  included  as an  exhibit  to the
annual  report on Form 10-K  prepared by Providian  National Bank and filed with
the Securities and Exchange  Commission on behalf of the Providian  Master Trust
and its distribution is not limited.



March 25, 1998                               /s/ Ernst & Young