People's Credit Card Master Trust

            Management Report on the Internal Control Structure Over
        Financial Reporting for the Credit Card 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

                          Year ended December 31, 1997

            Management Report on the Internal Control Over Financial
            Reporting for the Credit Card Division of People's Bank

Management of People's Bank ("People's") is responsible for establishing and
maintaining effective internal control over financial reporting for
credit card services of People's, inclusive of the servicing of People's Bank
Credit Card Master Trust, that is sufficient for the prevention and detection
of errors and fraud in amounts that would be material to the consolidated
financial statements of People's.  This internal control contains
monitoring mechanisms, and actions are taken to correct deficiencies
identified.

There are inherent limitations in any internal control, including the
possibility of human error and the circumvention or overriding of controls.
Accordingly, even effective internal control can provide only reasonable
assurance with respect to the preparation of financial information.
Further, because of changes in conditions, the effectiveness of any internal
control may vary over time.

Management assessed whether the internal control over financial
reporting for People's credit card services as of December 31, 1997 was
sufficient for the prevention and detection of errors and fraud in amounts
that would be material to the consolidated financial statements
of People's.  The assessment was based on criteria for effective internal
control over financial reporting described in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission.  Based on this assessment, management believes that, as
of December 31, 1997, the credit card services of People's maintained
effective internal control over financial reporting that was sufficient for
the prevention and detection of errors and fraud in an amount that
would be material to the consolidated financial statements of People's.

         Management Report on People's Bank Compliance with Article IV,
               Section 4.2 of the Pooling and Servicing Agreement

Management of People's Bank ("People's") is responsible for complying with
the provisions of Article IV, Section 4.2 of the Amended and Restated Pooling
and Servicing Agreement dated March 18, 1997 (as heretofore amended,
supplemented or otherwise modified), including the applicable supplements
dated February 1, 1994, October 1, 1994, March 1, 1995, July 1, 1996,
March 18, 1997 and September 1, 1997 (collectively the "Agreement"), between
Bankers Trust Company, as trustee, and People's, as servicer, and for
establishing and maintaining effective internal control over compliance with
such provisions.

Management has performed an evaluation of People's compliance with the
provisions of Article IV, Section 4.2 of the Agreement as of December 31, 1997.
Based on this evaluation, management believes that, as of December 31, 1997,
People's was in compliance with the provisions set forth in Article IV,
Section 4.2 of the Agreement.

/s/ David E.A. Carson
David E.A. Carson
Chairman and Chief Executive Officer

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

March 13, 1998