SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM 10-K/A

         [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                                     OR

       [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                For the Fiscal Year ended December 31, 1998

              Commission File Nos. 333-29495 and 333-29495-01

                  PARTNERS FIRST RECEIVABLES FUNDING, LLC
           (Exact Name of Registrant as Specified in its Charter)

                  PARTNERS FIRST CREDIT CARD MASTER TRUST
                  (Issuer with respect to the Securities)

             Delaware                                  52-2072056
      (State of Organization)              (I.R.S. Employee Identification No.)

  900 Elkridge Landing Road, Suite 301                   21090
         Linthicum, Maryland                           (Zip Code)
(Address of Principal Executive Offices)
 
Registrant's Telephone Number, including Area Code: (410) 855-8600

Securities Registered Pursuant to Section 12(b) of the Act:

       Title of each Class                  Name of Exchange on which each
       to be so Registered                    Class is to be Registered

             None                                   Not Applicable

Securities Registered Pursuant to Section 12(g) of the Act:

                                    None

Registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
and (2) has been subject to such filing requirements for the past 90 days.

           Yes    [X]                        No    [   ]



This Annual Report of Form 10-K is filed in reliance on a series of
no-action letters issued by the Office of Chief Counsel, Division of
Corporate Finance of the Securities and Exchange Commission (the
"Division"), stating that the Division would raise no objection if issuers
of master trust asset-backed securities generally file a monthly Report on
Form 8-K summarizing the performance of the assets of the master trust and
file an Annual Report on Form 10-K in the manner set forth below in order
to comply with Sections 13, 15(d) and 16 of the Securities Exchange Act of
1934, as amended. Accordingly, responses to certain Items have been omitted
from or modified in this Annual Report on Form 10-K.


                                   PART I

Item 1.     Business

      The Partners First Credit Card Master Trust (the "Trust") was formed
pursuant to the Pooling and Servicing Agreement, dated as of January 29,
1998 (as may have been amended, restated or supplemented, the "Pooling and
Servicing Agreement") among Partners First Receivables Funding, LLC (the
"Registrant" or the "Transferor"), as Transferor, Partners First Holdings,
LLC (the "Servicer"), as Servicer, and The Bank of New York (the
"Trustee"), as Trustee. The Trust's only business is to act as a passive
conduit to permit investment in a pool of consumer credit card account
receivables.

Item 2.     Properties

      The property of the Trust includes a portfolio of receivables (the
"Receivables") arising under certain credit card accounts (the "Accounts")
purchased by Partners First Receivables, LLC ("PFR") in the ordinary course
of its business from BankBoston (NH), National Association and Harris Trust
and Savings Bank. The Receivables consist of indebtedness owing from
obligors under such Accounts. Pursuant to the Amended and Restated Purchase
Agreement, dated June 26, 1998, between PFR and the Transferor, PFR sold to
the Transferor the Receivables arising under the Accounts on such date, and
has and will sell additional Receivables as they arise under the Accounts
thereafter until the termination of the Trust. Pursuant to the Pooling and
Servicing Agreement, the Transferor in turn transferred the Receivables
arising under the Accounts to the Trust on such day, and has and will
transfer additional Receivables as they arise under the Accounts thereafter
until the termination of the Trust. Information related to the performance
of the Receivables during 1998 is set forth in the Annual Reports filed as
Exhibits 99.1, 99.2 and 99.3 to this Annual Report on Form 10-K.

      Year 2000 Compliance. The Servicer has informed the Transferor that
it has (i) reviewed and assessed its computer applications which are
related to or involved in the origination, collection, management or
servicing of the Receivables that could be adversely affected by the "Year
2000 Problem" (that is, the risk that computer applications used by the
Servicer may be unable to recognize and perform properly date-sensitive
functions involving certain dates prior to and any date after December 31,
1999), (ii) developed a plan and timeline for addressing the Year 2000
Problem on a timely basis, and (iii) to date, implemented that plan in
accordance with that timetable.

      Based on the foregoing, the Transferor believes that all such
computer applications that are material to the Servicer's business and
operations are reasonably expected on a timely basis to be able to perform
properly date-sensitive functions for all dates before and after January 1,
2000 (that is, be "Year 2000 Compliant"), except to the extent that a
failure to do so could not reasonably be expected to have a material
adverse effect on the Trust or on the origination, collection, management
or servicing activities of the Servicer with respect to the Receivables.

      Pursuant to agreements between the Servicer and certain third-party
service providers, including First Data Resources Inc. ("FDR"), the
Accounts and the Receivables are primarily serviced by such third-party
service providers. The potential for the Year 2000 Problem to have any
effect on the servicing of the Accounts and the Receivables would therefore
most likely be based on a failure of such a third-party service provider,
particularly FDR, to be Year 2000 Compliant. Any such failure could result
in a delay in collecting Receivables, which in turn could result in a delay
in making payments on the Securities. The Transferor and the Servicer have
been monitoring and will continue to monitor the initiatives and efforts
undertaken by such third-party service providers, including FDR, to become
Year 2000 Compliant. Based on representations made by these companies, the
Transferor expects these companies to be Year 2000 Compliant on a timely
basis. FDR's parent company, First Data Corp., has additionally made public
representations that, among other things, its management believes that its
Year 2000 Compliance effort is on schedule overall and that its
mission-critical systems, i.e., systems directly serving its clients or
clients' customers and having a material impact on its client service in a
normative mode of operation if not working properly, will be Year 2000
Compliant in a timely manner.

      All forward-looking statements regarding Year 2000 Compliance are
inherently uncertain as they are based on various expectations and
assumptions concerning future events and are subject to numerous risks and
uncertainties which could cause actual events or results to differ
materially from those projected. Important factors upon which the
Transferor's and the Servicer's Year 2000 forward-looking statements are
premised include: (a) retention of employees and contractors working on
Year 2000 Compliance projects; (b) no material disruption of
telecommunications, data transmission networks, payment networks,
government services, utilities or other infrastructure services; (c) no
unexpected failures on the part of third-party service providers; (d) no
undiscovered sabotage of systems or program codes affecting the Servicer's
systems; and (e) no undiscovered material flaws in the testing procedures
undertaken by the Servicer in its efforts to become Year 2000 Compliant.

Item 3.     Legal Proceedings

      None

Item 4.     Submission of Matters to a Vote of Security Holders

      None


                                  PART II

Item 5.     Market for Registrant's Common Equity and Related Stockholder
            Matters

      Investor Securities are held and delivered in book-entry form through
the facilities of the Depository Trust Company("DTC"), a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. The only definitive Investor Securities
are held by Cede & Co., the nominee of DTC.

Item 9.     Changes in and Disagreements with Accountants on Accounting and
            Financial Disclosure

      None


                                  PART III

Item 12.    Security Ownership of Certain Beneficial Owners and Management

      As of March 26, 1999, 100% of the Investor Securities were held in the
nominee name of Cede & Co. for beneficial owners

      As of March 26, 1999, Partners First Funding, LLC ("PFF") owned 100%
of the Supplemental Security, issued pursuant to the Supplemental Security 
Supplement to the Pooling and Servicing Agreement, dated as of January 29, 
1998, among the Transferor, the Servicer and the Trustee. The Supplemental 
Security was sold by the Transferor to PFF pursuant to the Supplemental 
Security Purchase Agreement, dated as of January 29, 1998, between the 
Transferor and PFF. The Supplemental Security represents certain beneficial 
ownership interests in the assets of the Trust as provided in the Pooling 
and Servicing Agreement.

      As of March 26, 1999, the Transferor owned 100% of the Transferor
Security, which represents beneficial ownership of a residual interest in
the assets of the Trust as provided in the Pooling and Servicing Agreement.

Item 13.    Certain Relationships and Related Transactions

      None


                                  PART IV

Item 14.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K

      The following documents are filed as part of this Annual Report on
Form 10-K:

            (a)   Exhibits

      Exhibit           Description

      99.1              Annual Certificate of Servicer pursuant to Section
                        3.5 of the Pooling and Servicing Agreement

      99.2              Annual Servicing Reports of Independent Accountants
                        pursuant to Section 3.6(a) of the Pooling and 
                        Servicing Agreement

      99.3              Annual Report of Independent Accountants on Applying
                        Agreed-Upon Procedures pursuant to Section 3.6(b) 
                        of the Pooling and Servicing Agreement

            (b)   Reports on Form 8-K

      Current Reports on Form 8-K are filed promptly, but in no event more
      than 15 days, after each distribution to Securityholders attaching as
      an exhibit thereto the related Monthly Servicing Report in response
      to Item 5 (Other Events). Such reports were filed on July 9,
      September 2, September 18, October 16, November 20 and December 30,
      1998.



                                 SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrants have duly caused this report to be
signed on their behalf by the undersigned hereunto duly authorized.


                             PARTNERS FIRST RECEIVABLES FUNDING, LLC
                                          (REGISTRANT)



DATED: April 6, 1999         By: /s/ MARK J. NORWICZ 
                                --------------------------------------
                                Name:  Mark J. Norwicz
                                Title: Treasurer



                             PARTNERS FIRST CREDIT CARD MASTER TRUST
                                         (CO-REGISTRANT)


DATED: April 6, 1999         By: PARTNERS FIRST RECEIVABLES FUNDING, LLC
                                   (Originator of the Co-Registrant)



                             By: /s/ MARK J. NORWICZ
                                --------------------------------------  
                                Name:  Mark J. Norwicz
                                Title: Treasurer



                               EXHIBIT INDEX

Exhibit No.
-----------

99.1              Annual Certificate of Servicer pursuant to Section 3.5 of
                  the Pooling and Servicing Agreement

99.2              Annual Servicing Reports of Independent Accountants
                  pursuant to Section 3.6(a) of the Pooling and Servicing
                  Agreement

99.3              Annual Report of Independent Accountants on Applying
                  Agreed-Upon Procedures pursuant to Section 3.6(b) of the 
                  Pooling and Servicing Agreement