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                                                                    EXHIBIT 99.3


                            [LETTERHEAD OF KPMG LLP]

                         INDEPENDENT ACCOUNTANTS' REPORT

The Board of Directors
First Union Direct Bank, N.A.

We have examined management's assertion, included in the accompanying
Management's Assertion on the First Union Direct Bank, N.A.'s Compliance, as
Servicer, with the Servicing Requirements of the Pooling and Servicing
Agreement, that First Union Direct Bank, N.A., as Servicer, complied with the
servicing requirements in Article IV, Section 4.03 of the Pooling and Servicing
Agreement for the First Union Master Credit Card Trust dated September 29, 1995,
as amended, including supplements dated March 5, 1996, April 23, 1996, September
30, 1998 and September 30, 1999, by and between First Union Direct Bank, N.A.
(the "Bank"), as Transferor and Servicer, and The Bank of New York, as Trustee
(collectively, the "Agreement"), during the fifteen months ended December 31,
1999. Management is responsible for the Bank's compliance with the
aforementioned section of the Agreement. Our responsibility is to express and
opinion on the Bank's compliance based upon our examination.

Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Bank's
compliance with the aforementioned section 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 the Bank's compliance with
the aforementioned section of the Agreement.

In our opinion, the Bank complied, in all material respects, with the
aforementioned servicing requirements in Article IV, Section 4.03 of the
Agreement for the fifteen months ended December 31, 1999.

This report is intended solely for the information and use of the board of
directors and management of the Bank and The Bank of New York, and is not
intended to be and should not be used by anyone other than these specified
parties. However, this report may be distributed to those authorized to receive
such information as specified in the Agreement.

/s/ KPMG LLP

March 17, 2000


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                            [Letterhead of KPMG LLP]

                         Independent Accountants' Report

The Board of Directors
First Union Direct Bank, N.A.:

We have examined management's assertion, included in the accompanying Management
Representations under the FDIC Improvement Act, that First Union Corporation and
subsidiaries (the "Corporation") maintained effective internal control over
financial reporting as of December 31, 1999, based on criteria established in
Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). First Union Direct Bank, N.A.
is a wholly-owned subsidiary of the Corporation. Management is responsible for
maintaining effective internal control over financial reporting. Our
responsibility is to express an opinion on management's assertion based on our
examination. Management has informed us that the scope of their assertion
includes financial reporting presented in conformity with both generally
accepted accounting principles and the Board of Governors of the Federal Reserve
System instructions for the FRY-9C report (The Consolidated Financial Statements
for Bank Holding Companies).

Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included obtaining an understanding of the internal control over
financial reporting, testing, and evaluating the design and operating
effectiveness of the internal control, and performing 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 internal control, misstatements due to
errors or fraud may occur and not be detected. Also, projections of any
evaluation for the internal control over financial reporting to future periods
are subject to the risk that the internal control may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

In our opinion, management's assertion that the Corporation maintained effective
internal control over financial reporting as of December 31, 1999, is fairly
stated, in all material respects, based upon criteria described in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).

/s/ KPMG LLP

January 14, 2000