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                                                                    Exhibit 20.3

                            [Letterhead of KPMG LLP]

                         Independent Accountants' Report



Mellon Bank Premium Finance Loan Master Trust
c/o The First National Bank of Chicago, as Trustee

AFCO Credit Corporation, as Servicer
AFCO Acceptance Corporation, as Servicer

We have examined the accompanying assertion made by management on AFCO Credit
Corporation's and AFCO Acceptance Corporation's (jointly "AFCO") compliance, as
Servicer, with Sections 4.2, 4.3, 4.5 and 8.8, of the Pooling and Servicing
Agreement for the Mellon Bank Premium Finance Loan Master Trust and Sections
4.7(a)(i) and 4.8 of the Supplement (Series 1996-1), both dated December 1, 1996
(as amended, collectively, the "Agreement") for the year ended December 31,
1998. Management is responsible for AFCO's compliance with the aforementioned
sections of the Agreement. Our responsibility is to express an opinion on
management's assertion about AFCO's compliance based upon 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 AFCO's compliance with the
aforementioned sections of the Agreement 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 on AFCO's compliance with the Agreement.

In our opinion, management's assertion that AFCO was materially in compliance
with the aforementioned sections of the Agreement for the year ended December
31, 1998, is fairly stated, in all material respects.

                                                          KPMG LLP
                                                      --------------------------

Pittsburgh, Pennsylvania
March 26, 1999




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     [Letterhead of AFCO Credit Corporation and AFCO Acceptance Corporation]


Management Report on AFCO Credit Corporation's and AFCO Acceptance Corporation's
                   Compliance, as Servicer, with the Servicing
               Requirements of the Pooling and Servicing Agreement


Management of AFCO Credit Corporation and AFCO Acceptance Corporation (jointly,
"AFCO"), as Servicer, is responsible for compliance with the servicing
requirements in Sections 4.2, 4.3, 4.5, and 8.8 of the Pooling and Servicing
Agreement for the Mellon Bank Premium Finance Loan Master Trust and Sections
4.7(a)(i) and 4.8 of the Supplement (Series 1996-1), both dated as of December
1, 1996 (as amended, collectively, the "Agreement").

Management has performed an evaluation of AFCO's compliance with the
aforementioned sections of the Agreement for the year ended December 31, 1998.
Based upon this evaluation, management believes that, for the year ended
December 31, 1998, AFCO, as Servicer, was materially in compliance with the
aforementioned sections of the Agreement.



  DARYL J. ZUPAN                                        C. LEONARD O'CONNELL
------------------                                    -------------------------
Daryl J. Zupan                                        C. Leonard O'Connell
President                                             Senior Vice President, 
                                                        Treasurer and
                                                        Chief Financial Officer


March 26, 1999