SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-K

                  Annual 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 numbers:33-63146,
                                               33-73442, 33-84428, 33-99506
                                               33-99508,33-90012, 333-33269,
                                               333-45785

                                  People's Bank
                                  on behalf of
                     People's Bank Credit Card Master Trust
             (Exact Name of Registrant as Specified in its Charter)

         Connecticut                                   06-1213065
(State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
Incorporation or Organization)

           850 Main Street                      
       Bridgeport, Connecticut                                  06604
(Address of Principal Executive Offices)                      (Zip Code)


       Registrant's telephone number, including area code: (203) 338-7171

           Securities registered pursuant to Section 12(b) of the Act:
                                     None.

           Securities registered pursuant to Section 12(g) of the Act:

  Certificates (the "Certificates") representing undivided interests in certain
     assets of the People's Bank Credit Card Master Trust. On June 30, 1993,
      February 7, 1994, October 18, 1994, March 6, 1995, November 17, 1995,
                      August 8, 1997 and February 6, 1998
      Registration Statements on Form S-1, as amended, were filed with the
     Securities and Exchange Commission (the "Commission") registering the
 Certificates pursuant to Section 12(g) of the Securities Exchange Act
                              of 1934 (the "Act").

     Indicate by check mark whether the registrant (1) has filed all reports
   required to be filed by Section 13 or 15(d) of the Securities Exchange Act
     of 1934 (the "Act") during the preceding 12 months (or for such shorter
       period that the registrant was required to file such reports), and
     (2) has been subject to such filing requirements for the past 90 days.

                                    Yes X    No

     Indicate by check mark if disclosure of delinquent filers pursuant to
      Item 405 of Regulation S-K is not contained herein, and will not be
     contained, to the best of registrant's knowledge, in definitive proxy
       statements incorporated by reference in Part III of this Form 10-K
                      or any amendment to this Form 10-K. [X]

 

   State the aggregate market value of the voting and non-voting common stock
 held by non-affiliates of the registrant. The aggregate market value shall be
   computed by reference to the price at which the common equity was sold, or
   the average bid and asked priced of such common equity, as of a specified
                date within 60 days prior to the date of filing.
                   (See definition of affiliate in Rule 405.)

                                 Not Applicable.

                                     PART I

Item 1.    Business.

           Omitted.

Item 2.    Properties.

           Omitted.

Item 3.    Legal Proceedings.

           The registrant knows of no material pending legal proceedings 
           involving the People's Bank Credit Card Master Trust (the "Trust"),
           People's Bank (in its capacity as transferor and servicer of
           receivables transferred to the Trust) ("People's"), Bankers Trust 
           Company (in its capacity as Trustee) ( the "Trustee") or People's
           Structured Finance Corp., a wholly owned special purpose subsidiary
           of People's ("PSFC"), as holder of the Exchangeable Transferor 
           Certificate representing the undivided interest in the assets of
           the Trust not represented by  Certificates, other than routine 
           litigation incidental to the business of the Trust, People's (in 
           such capacity), the Trustee (in such capacity) or PSFC.

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.

           (a) To People's knowledge, there is no established public trading
           market for the Certificates.  The Certificates are represented by 
           one or more certificates registered in the name of Cede & Co. 
           ("Cede"), the nominee of The Depository Trust Company ("DTC"), 
           and PSFC.
 
Item 6.    Selected Financial Data.

           Omitted.

Item 7.    Management's Discussion and Analysis of Financial Condition and
           Results of Operation.

           Omitted.

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk.

           Omitted.

Item 8.    Financial Statements and Supplementary Data.

           Omitted.

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

           None.

                                    PART III

Item 10.   Directors and Executive Officers of the Registrant.

           Omitted.

Item 11.   Executive Compensation.

           Omitted.

Item 12.   Security Ownership of Certain Beneficial Owners and Management.

           The Certificates are represented by one or more certificates 
           registered in the name of Cede, the nominee of DTC, and an 
           investor holding an interest in the Trust is not entitled to
           receive a Certificate representing such interest except in limited 
           circumstances set forth in the Amended and Restated Pooling and 
           Servicing Agreement, dated as of March 18, 1997, between People's 
           and the Trustee, amending and restating in its entirety the Pooling
           and Servicing Agreement, dated as of June 1, 1993.  Accordingly, 
           Cede is the holder of record of the Certificates, which it holds on
           behalf of brokers, dealers, banks, and other direct participants in
           the DTC system. Such direct participants may hold Certificates for
           their own accounts or for the accounts of their customers.  The name
           and address of Cede is:

           Cede & Co.
           c/o The Depository Trust Company
           Seven Hanover Square
           New York, NY  10004

           PSFC owns the Exchangeable Transferor Certificate, representing the
           undivided interest in the assets of the Trust not represented by
           Certificates.  The address of PSFC is:

           PSFC
           850 Main Street
           Bridgeport, CT  06604

Item 13.   Certain Relationships and Related Transactions.

           To People's knowledge there have not been, and there are not
           currently proposed any transaction or series of transactions 
           relating to the Trust, to which either the Trust, People's, as
           transferor or servicer, PSFC, or the Trustee, on behalf of the
           Trust, is a party with any Certificateholder who owns of
           record or beneficially more than five percent of the Certificates.

                                     PART IV

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

           (a) Exhibits

               99.1  Management Report on Internal Control Over
                     Financial Reporting for the Credit Card Services Division
                     of People's Bank and Management Report on People's Bank's
                     Compliance with Article IV, Section 4.2 of the Pooling
                     and Servicing Agreement.

               99.2  Independent Accountants' Report on Management's Assertion
                     Concerning Internal Control Over Financial Reporting for
                     the Credit Card Services Division of People's Bank.

               99.3  Independent Accountants' Report on Management's Assertion
                     Concerning People's Bank's Compliance with Article IV,
                     Section 4.2 of the Pooling and Servicing Agreement.

               99.4  Aggregate Annual Report for People's Credit Card Master
                     Trust for the Year Ended December 31, 1998.

               99.5  Monthly Servicer's Certificates (incorporated by reference
                     to Exhibit 20 of Current Reports on Form 8-K dated 
                     February 17, 1998; March 16, 1998; April 15, 1998; May 15,
                     1998; June 15, 1998; July 15, 1998; August 17, 1998;
                     September 15, 1998; October 15, 1998; November 16, 1998;
                     December 15, 1998; and January 15, 1999).

           (b) Reports on Form 8-K 

               
               1. People's Bank Credit Card Master Trust Current Report on
                  Form 8-K for the month of September dated October 15, 1998.
                 
               2. People's Bank Credit Card Master Trust Current Report on
                  Form 8-K for the month of October dated November 16, 1998.
              
               3. People's Bank Credit Card Master Trust Current Report on
                  Form 8-K for the month of November dated December 15, 1998.
                 
               4. People's Bank Credit Card Master Trust Current Report on
                  Form 8-K for the month of December dated January 15, 1999.
                  

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be 
signed on its behalf by the undersigned, thereunto duly authorized.

PEOPLE'S BANK
as originator of the Trust (Registrant)


By:      /s/ David E.A. Carson
             David E.A. Carson
         Chief Executive Officer
 

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below on March 19, 1999 by the following persons on 
behalf of the registrant and in the capacities indicated.

      Signatures                              Title

  /s/ David E.A. Carson        Chief Executive Officer, Director
  David E.A. Carson

  /s/ Vincent J. Calabrese     First Vice President, Comptroller, and Chief
  Vincent J. Calabrese         Accounting Officer

  /s/ George W. Morriss        Executive Vice President and Chief Financial
  George W. Morriss            Officer

  /s/ George P. Carter         Director
  George P. Carter

  /s/ Joseph E. Clancy         Director
  Joseph E. Clancy
                
  /s/ Jerry Franklin           Director
  Jerry Franklin

  /s/ Eunice S. Groark         Director
  Eunice S. Groark

  /s/ Samuel W. Hawley         Chairman of the Executive Committee, Director
  Samuel W. Hawley

  /s/ Betty Ruth Hollander     Director
  Betty Ruth Hollander

  /s/ Saul Kwartin             Director
  Saul Kwartin

  /s/ Jeremiah J. Lowney, Jr.  Director
  Jeremiah J. Lowney, Jr.

  /s/ Jack E. McGregor         Director
  Jack E. McGregor

                               Director
  James A. Thomas

 
                                   EXHIBIT INDEX

     No.

     99.1  Management Report on Internal Control Over Financial
           Reporting for the Credit Card Services Division of People's Bank and
           Management Report on People's Bank's Compliance with Article IV,
           Section 4.2 of the Pooling and Servicing Agreement.

     99.2  Independent Accountants' Report on Management's Assertion Concerning 
           Internal Control Over Financial Reporting for the Credit 
           Card Services Division of People's Bank.

     99.3  Independent Accountants' Report on Management's Assertion Concerning
           People's Bank's Compliance with Article IV, Section 4.2 of the 
           Pooling and Servicing Agreement.

     99.4  Aggregate Annual Report for People's Credit Card Master Trust for
           the Year Ended December 31, 1998.

     99.5  Monthly Servicer's Certificates (incorporated by reference
           to Exhibit 20 of Current Reports on Form 8-K dated 
           February 17, 1998; March 16, 1998; April 15, 1998; May 15, 1998; 
           June 15, 1998; July 15, 1998; August 17, 1998; September 15, 1998; 
           October 15, 1998; November 16, 1998; December 15, 1998; and 
           January 15, 1999).