ANNUAL CERTIFICATEHOLDERS' STATEMENT
                  _____________________________________________

                             PROVIDIAN MASTER TRUST
                                  SERIES 1997-3
                  _____________________________________________


     Pursuant to the Pooling and Servicing  Agreement  dated as of June 1,  1993
(as amended and supplemented,  the  "Agreement"),  as supplemented by the Series
1997-3 Supplement dated June 1, 1997 (as amended and  supplemented,  the "Series
Supplement"),  among  Providian  National Bank ("PNB"),  formerly known as First
Deposit National Bank, Seller and Servicer, and Bankers Trust Company,  Trustee,
PNB as Servicer is required to prepare certain  information  each year regarding
current distributions to Class A Certificateholders,  Class B Certificateholders
and the Collateral  Interest Holder and the performance of the Providian  Master
Trust (the "Trust") during the previous year. The information  which is required
to be prepared for the Series 1997-3 Certificates with respect to the year ended
December 31, 1998, and with respect to the  performance of the Trust during 1998
is set forth below.  Certain of the  information is presented on the basis of an
original  principal  amount of $1,000 per Investor  Certificate.  Certain  other
information  is  presented  based on the  aggregate  amounts  for the Trust as a
whole. Capitalized terms used in this Certificate have their respective meanings
set forth in the Agreement or Series Supplement, as applicable.

A)   Information  Regarding the 1998  Distribution for the Series 1997-3 Class A
     Certificates  and  Class B  Certificates  (stated  on the  basis of  $1,000
     original certificate principal amount)

     (1)  The total amount distributed to Class A  Certificateholders per $1,000
          original certificate principal amount.......................$58.094949

     (2)  The   amount  set  forth  in  A(1)   above   distributed   to  Class A
          Certificateholders   with respect  to  interest  per  $1,000  original
          certificate principal amount................................$58.094949

     (3)  The   amount  set  forth  in  A(1)   above   distributed   to  Class A
          Certificateholders  with respect  to  principal  per  $1,000  original
          certificate principal amount.................................$0.000000

     (4)  The total amount distributed to Class B  Certificateholders per $1,000
          original certificate principal amount.......................$60.122727

     (5)  The   amount  set  forth  in  A(4)   above   distributed   to  Class B
          Certificateholders   with respect  to  interest  per  $1,000  original
          certificate principal amount................................$60.122727

     (6)  The   amount  set  forth  in  A(4)   above   distributed   to  Class B
          Certificateholders  with respect  to  principal  per  $1,000  original
          certificate principal amount.................................$0.000000

B)   Information Regarding the Performance of the Trust

     (1)  Allocation   of   Receivables   Collections   to   the   Series 1997-3
          Certificates

          (a)  The  aggregate  amount of Finance  Charge  Receivables  collected
               during 1998.....................................$1,415,446,763.72

          (b)  The aggregate  amount of  Interchange  collected and allocated to
               the Trust for 1998.................................$34,020,710.48

          (c)  The aggregate  amount of Principal  Receivables  collected during
               1998............................................$6,124,617,322.41

          (d)  The  Floating  Allocation  Percentage  with respect to the Series
               1997-3 Certificates for 1998...........................11.035475%

          (e)  The Principal  Allocation  Percentage  with respect to the Series
               1997-3 Certificates for 1998...........................11.008672%

          (f)  The Finance  Charge  Receivables  and  Interchange  collected and
               allocated    to    the    Series    1997-3    Certificates    for
               1998..............................................$159,955,622.11

          (g)  The Principal  Receivables  collected and allocated to the Series
               1997-3 Certificates for 1998......................$674,239,046.96

     (2)  Available  Finance  Charge  Collections,   Required  Draw  Amount  and
          Reallocated Principal Collections for Series 1997-3 for 1998 8

          (a)  The inance  Charge  Receivables  and  Interchange  collected  and
               allocated to the Series 1997-3 Certificates.......$159,955,622.11
 
          (b)  Collection   Account  and  Special  Funding  Account   investment
               earnings allocated to the Series 1997-3 Certificates..$583,366.17

          (c)  Principal Funding Account Investment Proceeds...............$0.00

          (d)  Cash Collateral Account Investment  Proceeds........$1,167,849.44

          (e)  Reserve Draw Amount, if applicabl...........................$0.00

          (f)  Additional  Finance  Charges from other  Series  allocated to the
               Series 1997-3 Certificates..................................$0.00

          (g)  Payments,  if  any,  on  deposit  as of  the  Determination  Date
               received from any Interest Rate Protection Agreements.......$0.00

          (h)  Required Draw Amount, if applicable.........................$0.00

          (i)  Reallocated Collateral Principal Collections................$0.00
 
          (j)  Reallocated Class B Principal Collections...................$0.00

          (k)  Total  Available  Finance  Charge   Collections  and  Reallocated
               Principal  Collections for Series 1997-3 (total of (a), (b), (c),
               (d), (e), (f), (g), (h), (i) and (j) above).......$161,706,837.72

     (3)  Available Principal Collections for Series 1997-3 for 1998

          (a)  The Principal  Receivables  collected and allocated to the Series
               1997-3 Certificates...............................$674,239,046.96

          (b)  Shared  Principal  Collections from other Series allocated to the
               Series 1997-3 Certificates..................................$0.00

          (c)  Additional   amounts  to  be  treated  as   Available   Principal
               Collections pursuant to the Series Supplement......$55,402,080.86

          (d)  Reallocated Collateral Principal Collections................$0.00

          (e)  Reallocated Class B Principal Collections...................$0.00

          (f)  Available Principal  Collections for Series 1997-3 (total of (a),
               (b) and (c) minus (d) and (e) above)..............$729,641,127.82

     (4)  Delinquent Balances in the Trust

          The  aggregate   outstanding   balance  of  the  Accounts  which  were
          delinquent as of the close of business on the last day of 1998.

          (a)  31-60 days                                       $ 110,795,574
          (b)  61-90 days                                          65,578,659
          (c)  91 or more days                                    119,495,895
                                                                -------------
          (d)  Total Delinquencies                              $ 295,870,128

     (5)  Defaulted Amount

          (a)  The aggregate amount of Defaulted Receivables with respect to the
               Trust for 1998....................................$583,870,682.31

          (b)  The  aggregate  Amount of  Recoveries  of  Defaulted  Receivables
               processed during 1998..............................$82,284,725.02

          (c)  The  Defaulted  Amount  for  1998  [Defaulted  Receivables  minus
               Recoveries].......................................$501,585,957.29

          (d)  The Defaulted Amount for 1998 allocable to the Series 1997-3 (the
               "Series 1997-3 Defaulted Amount")..................$55,402,080.86

          (e)  The Class A  Defaulted  Amount for 1998 [Series 1997-3  Defaulted
               Amount multiplied by the Class A Percentage].......$45,152,695.90

          (f)  The Class B  Defaulted  Amount for 1998 [Series 1997-3  Defaulted
               Amount multiplied by the Class B Percentage]........$5,263,197.68

     (6)  Class A Charge-Offs

          (a)  The excess,  if any, of the Class A Defaulted Amount over the sum
               of (i)  Available  Finance  Charge  Collections  applied  to such
               Class A  Defaulted  Amount,  (ii) the Available  Cash  Collateral
               Amount   applied  to  such  Class A   Defaulted   Amount,   (iii)
               Reallocated   Principal   Collections  applied  to  such  Class A
               Defaulted  Amount,  (iv)  the  amount  by  which  the  Collateral
               Invested  Amount  has been  reduced  in  respect  of such Class A
               Defaulted Amount and (v) the amount by which the Class B Invested
               Amount has been  reduced  in  respect  of such Class A  Defaulted
               Amount (a "Class A Charge-Off").............................$0.00

          (b)  The  amount  of the  Class A  Charge-Off  set  forth in item 6(a)
               above,  per $1,000 original  certificate  principal amount (which
               will have the effect of  reducing,  pro rata,  the amount of each
               Class A Certificateholder's investment).....................$0.00

          (c)  The total amount reimbursed on the last Distribution Date of 1998
               in  respect  of  Class A   Charge-Offs  for  prior   Distribution
               Dates.......................................................$0.00

          (d)  The  amount  set forth in item 6(c)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               increasing,    pro   rata,    the   amount   of   each    Class A
               Certificateholder's investment).............................$0.00

          (e)  The amount, if any, by which the outstanding principal balance of
               the Class A  Certificates  exceeds the Class A Invested Amount if
               any,  as of the  last  Distribution  Date of 1998,  after  giving
               effect to all deposits,  withdrawals  and  distributions  on such
               Distribution Date...........................................$0.00

     (7)  Class B Charge-Offs

          (a)  The excess,  if any, of the Class B Defaulted Amount over the sum
               of (i) Available Finance Charge Collections applied to such Class
               B Defaulted Amount applied to such Class B Defaulted Amount, (ii)
               the  Available  Cash   Collateral   Amount,   (iii)   Reallocated
               Collateral   Principal   Collections   applied  to  such  Class B
               Defaulted  Amount  and (iv) the  amount by which  the  Collateral
               Invested  Amount  has been  reduced  in  respect  of such Class B
               Defaulted Amount............................................$0.00

          (b)  The amount by which the Class B Invested  Amount has been reduced
               on the last  Distribution  Date of 1998 in respect of Reallocated
               Class B Principal Collections...............................$0.00

          (c)  The amount by which the Class B Invested  Amount has been reduced
               on the last  Distribution  Date of 1998 in  respect  of item 6(a)
               (together with item 7(a), "Class B Charge-Offs")............$0.00

          (d)  The total  amount by which the Class B  Invested  Amount has been
               reduced  on the last  Distribution  Date of 1998 as set  forth in
               items 7(a), (b) and (c).....................................$0.00

          (e)  The  amount  set forth in item 7(d)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               reducing,    pro   rata,    the    amount   of   each   Class   B
               Certificateholder's investment).............................$0.00

          (f)  The total amount reimbursed on the last Distribution Date of 1998
               in respect of reductions in the Class B Invested  Amount on prior
               Distribution Date...........................................$0.00

          (g)  The  amount  set forth in item 7(f)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               increasing,    pro   rata,   the   amount   of   each   Class   B
               Certificateholder's investment).............................$0.00

          (h)  The amount, if any, by which the outstanding principal balance of
               the Class B Certificates  exceeds the Class B Invested  Amount if
               any, as of the  Distribution  Date,  after  giving  effect to all
               deposits, withdrawals and distributions on such last Distribution
               Date of 1998................................................$0.00

     (8)  Reductions in the Collateral Interest

          (a)  The  excess,  if any,  of the  Collateral  Defaulted  Amount over
               Available Finance Charge  Collections  applied to such Collateral
               Defaulted Amount............................................$0.00

          (b)  The  amount  by which the  Collateral  Invested  Amount  has been
               reduced  on the  last  Distribution  Date of 1998 in  respect  of
               Reallocated Principal Collections...........................$0.00
 
          (c)  The  amount  by which the  Collateral  Invested  Amount  has been
               reduced on the last Distribution Date of 1998 in respect of items
               6(a) and 7(a) above.........................................$0.00

          (d)  The total amount by which the Collateral Invested Amount has been
               reduced  on the last  Distribution  Date of 1998 as set  forth in
               items 8 (a), (b) and (c)....................................$0.00

          (e)  The total amount reimbursed on the last Distribution Date of 1998
               in respect of reductions  in the  Collateral  Invested  Amount on
               prior Distribution Dates....................................$0.00

          (f)  The amount, if any, by which the outstanding principal balance of
               the Collateral  Interest exceeds the Collateral  Invested Amount,
               if any, as of the last  Distribution  Date of 1998,  after giving
               effect to all  deposits,  withdrawals  and  distributions  on the
               Distribution Date...........................................$0.00

     (9)  Investor Monthly Servicing Fee

          (a)  The amount of the Series 1997-3 Monthly  Servicing Fee payable to
               the Servicer during 1998...........................$12,250,000.00

     (10) Cash Collateral Account

          (a)  The Available  Cash  Collateral  Amount on the last  Distribution
               Date of 1998,  after giving effect to all  deposits,  withdrawals
               and distributions on such Distribution Date........$21,000,000.00

     (11) Class A Monthly Interest

          (a)  Class A Monthly Interest payable for 1998..........$32,924,555.91

     (12) Class B Monthly Interest

          (a)  Class B Monthly Interest payable for  1998..........$3,972,678.89

     (13) Principal Funding Account Amount

          (a)  The  amount on deposit in the  Principal  Funding  Account on the
               last  Distribution  Date of  1998,  after  giving  effect  to all
               deposits,  withdrawals  and  distributions  on such  Distribution
               Date........................................................$0.00

          (b)  Deposits to the Principal Funding Account are currently scheduled
               to commence on the  Distribution  Date  occurring  in March 2001.
               (The initial  funding date for the Principal  Funding Account may
               be modified in certain circumstances in accordance with the terms
               of the Series Supplement.)

     (14) Deficit Controlled Accumulation Amount

          The Deficit Controlled  Accumulation  Amount for the last Distribution
          Date of 1998,  after giving  effect to all deposits,  withdrawals  and
          distributions on such Distribution Date..........................$0.00

     (15) Reserve Account (if applicable)

          (a)  The amount on deposit in the Reserve Account,  if funded,  on the
               last  Distribution  Date of  1998,  after  giving  effect  to all
               deposits, withdrawals and distributions on such Distribution Date
               and the related Transfer Date...............................$0.00

          (b)  The current Required Reserve Account Amount,  if any, selected by
               the Servicer................................................$0.00
 
C)   Class A Invested Amount

     (1)  The Class A Initial Invested Amount....................$570,500,000.00

     (2)  The Class A  Invested  Amount on the last  Distribution  Date of 1998,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date.................................$570,500,000.00

     (3)  The  Pool  Factor  for the  last  Distribution  Date  of  1998  (which
          represents  the  ratio  of the  Class A  Invested  Amount,  as of such
          Distribution  Date,  after  giving  effect  to any  adjustment  in the
          Class A  Invested  Amount on such  Distribution  Date,  to the Class A
          Initial Invested Amount). The amount of a Class A  Certificateholder's
          pro rata share of the Class A  Invested  Amount can be  determined  by
          multiplying    the    original    denomination    of    the    Class A
          Certificateholder's Certificate by the Pool Factor............1.000000

D)   Class B Invested Amount

     (1)  The Class B Initial Invested Amount.....................$66,500,000.00

     (2)  The Class B  Invested  Amount on the last  Distribution  Date of 1998,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date..................................$66,500,000.00

     (3)  The  Pool  Factor  for the  last  Distribution  Date  of  1998  (which
          represents  the  ratio  of the  Class B  Invested  Amount,  as of such
          Distribution  Date, after giving effect to any adjustment in the Class
          B Invested  Amount on such  Distribution  Date, to the Class B Initial
          Invested Amount). The amount of a Class B Certificateholder's pro rata
          share of the Class B Invested  Amount can be determined by multiplying
          the  original   denomination   of  the  Class  B   Certificateholder's
          Certificate by the Pool Factor................................1.000000

E)   Collateral Invested Amount

     (1)  The Collateral Initial Invested Amount..................$63,000,000.00

     (2)  The Collateral  Invested Amount on the last Distribution Date of 1998,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date..................................$63,000,000.00

     (3)  The  Collateral  Invested  Amount  as a  percentage  of the sum of the
          Invested Amount on such Distribution Date........................9.00%
 
F)   Receivables Balances

     (1)  The  aggregate  amount of  Principal  Receivables  in the Trust at the
          close of business on the last day of 1998...............$6,374,932,335

     (2)  The aggregate amount of Finance Charge Receivables in the Trust at the
          close of business on the last day of 1998.................$158,475,082

G)   Annualized Percentages

     (1)  The  average  Gross  Yield for 1998 (sum of the  monthly  Gross  Yield
          divided by 12)..................................................23.10%

     (2)  The  average  Net Loss Rate for 1998 (sum of  monthly  Net Loss  Rates
          divided by 12)...................................................7.92%

     (3)  The average  Portfolio  Yield for 1998 (the average  Gross Yield minus
          the average Net Loss Rate for 1998).............................15.18%

     (4)  The average Base Rate for 1998 (sum of monthly  Base Rates  divided by
          12)..............................................................7.83%

     (5)  The average Net Spread for 1998 (the average Portfolio Yield minus the
          average Base Rate for 1998)......................................7.35%

     (6)  The average  Monthly Payment Rate for 1998 (sum of the monthly Payment
          Rates divided by 12).............................................9.75%
 
H)   Series 1997-3 Information for the Last Three Distribution Dates in 1998

     1)   Gross Yield

          a)  12/15/98                       24.35%
          b)  11/16/98                       22.80%
          c)  10/15/98                       22.71%

     2)   Net Loss Rate

          a)  12/15/98                        8.58%
          b)  11/16/98                        9.36%
          c)  10/15/98                        7.82%

     3)   Net Spread (Portfolio Yield Minus Base Rate)

          a)  12/15/98                        8.50%
          b)  11/16/98                        5.49%
          c)  10/15/98                        7.13%

          Three Month Average                 7.04%


     4)   Monthly Payment Rate

          a)  12/15/98                        9.01%
          b)  11/16/98                        8.95%
          c)  10/15/98                        9.34%


                                 PROVIDIAN NATIONAL BANK
                                 Servicer



                                 By: /s/ Daniel Sanford
                                     -----------------------------
                                 Name:   Daniel Sanford
                                 Title:  Senior Vice President and Controller