[LETTERHEAD OF ERNST & YOUNG LLP] 
  

                    Report of Independent Accountants 
                   on Applying Agreed-Upon Procedures 
  
  
 Partners First Holdings, LLC 
 900 Elkridge Landing Road, Suite 300 
 Linthicum, Maryland 21090-2925 
  
        and 
  
 The Bank of New York 
 101 Barclay Street 
 New York, New York 10286 
  
  
                   Partners First Credit Card Master Trust  
  
 We have performed the procedures enumerated below, which were agreed to by
 Partners First Holdings, LLC ("PFH") and The Bank of New York, solely to
 assist you with respect to the amounts set forth in the "Monthly Servicer
 Reports" prepared for each Series of the Partners First Credit Card Master
 Trust by PFH pursuant to subsection 5.2(b) of the applicable Pooling and
 Servicing Agreement Supplements as defined in Attachment A, during the
 periods specified in Attachment A.  This engagement to apply agreed-upon
 procedures was performed in accordance with standards established by the
 American Institute of Certified Public Accountants.  The sufficiency of the
 procedures is solely the responsibility of PFH and The Bank of New York. 
 Consequently, we make no representation regarding the sufficiency of the
 procedures described below either for the purpose for which this report has
 been requested or for any other purpose. 
  
 Our procedures were as follows:  We compared the amounts set forth in the
 "Monthly Servicer Reports" for each Series in the Trust, for the periods
 specified in Attachment A,  prepared by PFH pursuant to subsection 5.2(b)
 of the applicable Pooling and Servicing Agreement Supplements (as defined
 in Attachment A) with reports prepared by PFH's bank card processor or PFH,
 which were the source of such amounts.  We also recalculated the
 mathematical accuracy of amounts derived in such "Monthly Servicer Reports"
 for each Series in the Trust for the periods specified in Attachment A. 
  
 As a result of the procedures performed we noted that in all instances the
 amounts set forth in the "Monthly Servicer Reports" for each series in the
 Trust, for the periods specified in Attachment A, were in agreement with
 reports prepared by PFH's bank card processor or PFH, and that all amounts
 derived in such "Monthly Servicer Reports"  were mathematically accurate,
 except for following:   
  
 The Principal Allocation and Floating Allocation Percentages used to
 allocate amounts between Series were incorrectly calculated and misstated
 on the "Monthly Servicer Reports" as follows: 
  

                                                 Percentage       Percentage 
 "Monthly Servicer Report"                       as Reported   as Recalculated
 -------------------------                       -----------   ---------------
 Dated September 15, 1998
 ------------------------
 Principal Allocation Percentage                    89.16%          86.36%
 Floating Allocation Percentage                     89.16%          86.36%

 Dated October 15, 1998
 ----------------------
 Principal Allocation Percentage                    92.40%          89.16%
 Floating Allocation Percentage                     92.40%          89.16%

 Dated November 16, 1998
 -----------------------
 Principal Allocation Percentage (10/1 - 10/14)     90.23%          92.40%
 Principal Allocation Percentage (10/15 - 10/31)    90.23%          86.67%
 Floating Allocation Percentage (10/1 - 10/14)      90.23%          92.40%
 Floating Allocation Percentage (10/15 - 10/31)     90.23%          86.67%

 The miscalculation of the Principal Allocation and Floating Allocation
 Percentages scheduled above, affected the amounts allocated to each Series
 as reported on the following line items of the "Monthly Trust Activity"
 section of the "Monthly Servicer Reports": 
  

 Principal Collections              Reallocation of Finance Charge Collection
 Finance Charge Collections         Dollars of Excess Spread
 Interchange Collections            Percentage of Excess Spread
 Investor Default Amount            Reallocated Finance Charge Collection
 Total Amount Due                                        
                                     
 The amounts reported for the above line items for each Series are used to
 derive amounts reported throughout the remainder of the applicable "Monthly
 Servicer Reports".  The recomputed amounts are shown in Attachments B, C
 and D, respectively.  
  
 We were not engaged to, and did not, perform an audit, the objective of
 which would be the expression of an opinion on the amounts set forth in the
 "Monthly Servicer Reports" for each Series in the Trust, prepared by PFH
 pursuant to subsection 5.2(b) of the applicable Pooling and Servicing
 Agreement Supplements as defined in Attachment A, or on the reports
 prepared by PFH's bank card processor or PFH.  Accordingly, we do not
 express such an opinion.  Had we performed additional procedures with
 respect to the "Monthly Servicer Reports" prepared by PFH pursuant to
 subsection 5.2(b) of the applicable Pooling and Servicing Agreement
 Supplements as defined in Attachment A and the reports prepared by PFH's
 bank card processor and PFH, which were the source of such amounts, other
 matters might have come to our attention that would have been reported to
 you.  This report relates only to the comparison of the amounts, and the
 recalculation of the mathematical accuracy of such amounts specified above
 and does not extend to any financial statements of PFH taken as a whole. 
  
 This report is intended solely for the information and use of the specified
 users listed above and is not intended to be and should not be used by
 anyone other than those specified parties.  However, this report is a
 matter of public record as a result of being included as an exhibit to the
 annual report on Form 10-K prepared by PFH and filed with the Securities
 and Exchange Commission on behalf of Partners First Credit Card Master
 Trust and its distribution is not limited. 
  

                                           /s/ Ernst & Young LLP
  
 March 22, 1999 




                                ATTACHMENT A
  

                               POOLING AND     
                           SERVICING AGREEMENT    MONTHLY SERVICING REPORTS
       TRUST                 SUPPLEMENT DATE          COVERING THE PERIOD
       -----               -------------------    -------------------------
 Partners First Credit        June 26, 1998           June 26, 1998 to
 Card Master Trust                                    December 31, 1998
 Series 1998-2            

 Partners First Credit        June 26, 1998           June 26, 1998 to
 Card Master Trust                                    December 31, 1998
 Series 1998-3             

 Partners First Credit      December 4, 1998,         December 8, 1998 to
 Card Master Trust          amended and restated      December 31, 1998  
 Series 1998-4              January 12, 1999