Independent Accountant's Report


Standard Credit Card Trust 1990-3
c/o Yasuda Bank and Trust Company (U.S.A.), as Trustee

Citibank (South Dakota), N.A., as servicer

We have examined the accompanying assertion made by management on Citibank
(South Dakota), N.A.'s ("CBSD") compliance, as servicer, with the servicing
requirements in Article III, Sections 3.01, 3.02, 3.04, 3.05, 3.06, and 3.09,
Article IV, Sections 4.02 through 4.14, and Section 8.08 of the Pooling and
Servicing Agreement for the Standard Credit Card Trust 1990-3 dated as of March
28, 1990 among CBSD, as seller and servicer, Citibank (Nevada), National
Association, as seller, and Yasuda Bank and Trust Company (U.S.A.), as Trustee,
(the "Agreement") for the year ended December 31, 1996. Management is
responsible for CBSD's compliance with the aforementioned sections of the
Agreement. Our responsibility is to express an opinion on management's assertion
about CBSD'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 CBSD'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 CBSD's compliance with those sections.

In our opinion, management's assertion that CBSD was materially in compliance
with the aforementioned sections of the Agreement for the year ended December
31, 1996 is fairly stated in all material respects.


/s/ KPMG Peat Marwick LLP

New York, New York
March 14, 1997

<PAGE>

  Management Report on Citibank (South Dakota), N.A.'s Compliance, as Servicer,
     with the Servicing Requirements of the Pooling and Servicing Agreement


Management of Citibank (South Dakota), N.A. (CBSD), as servicer, is
responsible for compliance with the servicing requirements in Article III,
Sections 3.01, 3.02, 3.04, 3.05, 3.06, and 3.09, Article IV, Sections 4.02
through 4.14, and Section 8.08 of the Pooling and Servicing Agreement for the
Standard Credit Card Trust 1990-3 dated as of March 28, 1990 among CBSD, as
seller and servicer, Citibank (Nevada), National Association, as seller, and
Yasuda Bank and Trust Company (U.S.A), as Trustee (the "Agreement").

Management has performed an evaluation of CBSD's compliance with the
aforementioned sections of the Agreement for the year ended December 31, 1996.
Based upon this evaluation, management believes that, for the year ended
December 31, 1996, CBSD, as servicer, was materially in compliance with the
aforementioned sections of the Agreement.


/s/ Thomas W. Jones

Thomas W. Jones
President and CEO


March 14, 1997

<PAGE>

                         Independent Accountant's Report


Standard Credit Card Trust 1990-3
c/o Yasuda Bank and Trust Company (U.S.A.), as Trustee

Citibank (South Dakota), N.A., as servicer

We have examined the accompanying assertion made by management on Citibank
(South Dakota), N.A.'s ("CBSD") compliance, as servicer, with Article III,
Section 3.04 (b) of the Pooling and Servicing Agreement for the Standard Credit
Card Trust 1990-3 dated as of March 28, 1990 among CBSD, as seller and servicer,
Citibank (Nevada), National Association, as seller, and Yasuda Bank and Trust
Company (U.S.A.), as Trustee, (the "Agreement") for the year ended December 31,
1996. Management is responsible for CBSD's compliance with Article III, Section
3.04 (b) of the Agreement. Our responsibility is to express an opinion on
management's assertion about CBSD'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 CBSD's compliance with the
aforementioned provision 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 CBSD's compliance with that provision.

In our opinion, management's assertion that CBSD was materially in compliance
with Article III, Section 3.04 (b) of the Agreement for the year ended December
31, 1996 is fairly stated in all material respects.


/s/ KPMG Peat Marwick LLP

New York, New York
March 14, 1997

<PAGE>

  Management Report on Citibank (South Dakota), N.A.'s Compliance, as Servicer,
    with Article III, Section 3.04 (b) of the Pooling and Servicing Agreement


Management of Citibank (South Dakota), N.A. (CBSD), as servicer, is responsible
for the preparation of the Monthly Servicer Certificates in compliance with
Article III, Section 3.04 (b) of the Pooling and Servicing Agreement for the
Standard Credit Card Trust 1990-3 dated as of March 28, 1990 among CBSD, as
seller and servicer, Citibank (Nevada), National Association, as seller, and
Yasuda Bank and Trust Company (U.S.A.), as Trustee (the "Agreement").

Management has performed an evaluation of CBSD's compliance with Article III,
Section 3.04 (b) of the Agreement for the year ended December 31, 1996. Based
upon this evaluation, management believes that, for the year ended December 31,
1996, CBSD, as servicer, was materially in compliance with Article III, Section
3.04 (b) of the Agreement.


/s/ Thomas W. Jones

Thomas W. Jones
President and CEO