Report of Independent Accountants on
                         Applying Agreed-Upon Procedures



Providian National Bank, as Seller and Servicer
   and
Bankers Trust company, as Trustee


                             Providian Master Trust

 We have  performed the  procedures  enumerated  below,  which were agreed to by
 Providian  National Bank and Bankers Trust  Company,  solely to assist you with
 respect to Article  III,  Sections  3.06(a)  and  3.06(b),  of the  Pooling and
 Servicing  Agreement dated as of June 1, 1993, as amended and supplemented (the
 "Agreement")  between  Providian  National  Bank, as Seller and  Servicer,  and
 Bankers  Trust  Company,  as  Trustee.  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.   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.

 Our procedures were as follows:

1.   We  inquired  of  Servicer  management  as to whether  separate  Collection
     Accounts were  maintained by the Trustee during 1999 in accordance with the
     terms of the Agreement.  We were informed that separate collection accounts
     were  maintained by the Trustee during 1999 (Article IV Section 4.02 of the
     Agreement).

2.   We selected a sample of six business days ("Selected Days") from the period
     October 1, 1998  through  December 31, 1999 (March 1, March 5, March 8, May
     3, May 6, and May 10) 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, and found the amounts to be in agreement.

     c.   We compared  the total  finance  charge  collections,  gross fee,  and
          principal  collections  for the Selected Days from the Collection Data
          Report,  prepared by the  Servicer,  to the Agent Bank Summary  Report
          ("ABS"),  which is prepared by Providian  National  Bank's third party
          bank card processor,  Total System Services,  Inc. ("TSYS"), and found
          the amounts to be in agreement.

     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 1998 through  December  1999.
     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 1998  through  December  1999 for Series  1993-3,
     1995-1,  1996-1,  1997-1, 1997-2, 1997-3, 1997-4, 1998-1, for the months of
     July 1999 through  December 1999 for Series  1999-1,  and for the months of
     October 1999 through  December 1999 for Series  1999-2 we obtained  Monthly
     Statements  prepared by Providian National Bank 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 February for Series 1993-3,  1995-1,  1996-1, 1997-1,
          1997-2,  1997-3,  1997-4,  1998-1,  for the month of April for  Series
          1993-3,  for the month of August 1999 for Series  1999-1,  and for the
          month  of  November  1999  for  Series  1999-2,  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 TSYS  reports,  third party  statements,  and
          reports prepared by officers and employees of Providian National Bank.
          No exceptions were noted.

     b.   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 in the aggregate  amount of  $60,000,000  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 1999.

6.   We  inquired of  Servicer  personnel  responsible  for  investments  in the
     Collection Account. The Servicer personnel informed us that deposits in the
     Collection  Account 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 representation that no Pay Out Event,
     as the term is  defined  in Article I the  Agreement,  occurred  during the
     period from October 1, 1998 through December 31, 1999 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  Certificate  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 Servicer's  compliance  with
 the terms and conditions set forth in Articles III and IV and Sections 8.08 and
 9.01 of the Agreement and the  applicable  provisions of each  supplement,  the
 monthly  certificates for each series included in the Trust delivered  pursuant
 to  Section  3.04(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 Servicer's compliance with the terms and
 conditions  set forth in Articles III and IV and Sections  8.08 and 9.01 of the
 Agreement  and the  applicable  provisions  of  each  supplement,  the  monthly
 certificates  for each  series  included  in the Trust  delivered  pursuant  to
 Section  3.04(b) of the Agreement,  or on 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  Bankers  Trust  Company 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 10, 2000

<PAGE>


                       Report of Independent Accountants



 Board of Directors
 Providian National Bank

                             Providian Master Trust

 We have examined  management's  assertion  that its controls over the functions
 performed as servicer of the Providian  Master Trust  ("Trust") are  effective,
 during the year ended December 31, 1999, 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 dated as
 of June 1,  1993,  as  amended  and  supplemented  (the  "Agreement"),  between
 Providian National Bank, as Seller and Servicer,  and Bankers Trust Company, as
 Trustee,  and are recorded  properly to permit the  preparation of the required
 financial  reports.  Management is responsible  for Providian  National  Bank's
 controls over  compliance with those  requirements.  Our  responsibility  is to
 express an opinion on management's assertion 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 those controls, and such other procedures
 as  we  considered  necessary  in  the  circumstances.   We  believe  that  our
 examination provides a reasonable basis for our opinion.

 Because of inherent limitations in any controls,  errors or fraud may occur and
 not be detected.  Also,  projections of any evaluation of the 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 it believes that, during the year
 ended December 31, 1999,  Providian National Bank's controls over the functions
 performed  as  Servicer  of the Trust are  effective  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 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 management's report:

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

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

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

o    Controls  provide  reasonable  assurance  that additions of accounts to the
     Trust are authorized in accordance with the Agreement.

o    Controls  provide  reasonable  assurance that removals of accounts from the
     Trust are authorized in accordance with the Agreement.

o    Controls provide reasonable assurance that Trust principal collections used
     to amortize  investor's  certificates are calculated in accordance with the
     Agreement.

o    Controls provide  reasonable  assurance that Monthly Statements and Payment
     Instructions  provided to the Trustee are reviewed by  management  prior to
     delivery.

o    Controls provide  reasonable  assurance that Monthly Statements and Payment
     Instructions contain information required by 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 10, 2000


<PAGE>
                         Report of Independent Accounts



Providian National Bank
   and
Bankers Trust company

                             Providian Master Trust

We have examined  management's  assertion that Providian  National Bank complied
with the relevant terms and conditions of Articles III and IV, and Sections 8.08
and 9.01 of the Pooling and  Servicing  Agreement,  as amended and  supplemented
(the "Agreement"),  dated as of June 1, 1993 between Providian National Bank, as
Seller and Servicer,  and Bankers  Trust  Company,  as Trustee,  during the year
ended  December 31, 1999.  Management  is  responsible  for  Providian  National
Bank's compliance  with those requirements.  Our responsibility is to express an
opinion on Providian National Bank's compliance based on our examination.

Our  examination  was  conducted  in  accordance  with   attestation   standards
established  by  the  American  Institute  of  Certified  Public  Accounts  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,  Providian National Bank complied in all material respects, with
the aforementioned requirements during the year ended December 31, 1999.

This report is intended solely for the information and use of Providian National
Bank and Bankers  Trust Company and is not intended to be and should not be used
by anyone other than these specified parties.


                                                  /s/ Ernst & Young LLP


March 10, 2000