FINGERHUT RECEIVABLES, INC.,

                           Transferor



                       AXSYS NATIONAL BANK
               (formerly Fingerhut National Bank),

                            Servicer

                              and

                THE BANK OF NEW YORK (DELAWARE),

                            Trustee

           on behalf of Series 1998-3 Securityholders

                 of the Fingerhut Master Trust



                        THIRD AMENDMENT

                   Dated as of August 28, 2000

                              to

                    SERIES 1998-3 SUPPLEMENT

                   Dated as of July 30, 1998

                               to

      AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

                   Dated as of March 18, 1998



        THIRD AMENDMENT dated as of August 28, 2000 ("Third
Amendment") to SERIES 1998-3 SUPPLEMENT, by and among Fingerhut
Receivables, Inc., as Transferor (the "Transferor"), Axsys
National Bank (formerly named Fingerhut National Bank), as
Servicer (the "Servicer") and The Bank of New York (Delaware), as
Trustee (the "Trustee").  Capitalized terms used but not defined
herein shall have the meanings assigned to them in the Agreement
(as hereinafter defined).

          WHEREAS, the Transferor, the Servicer and the Trustee
have heretofore executed and delivered the Amended and Restated
Pooling and Servicing Agreement dated as of March 18, 1998, by
and among the Transferor, the Servicer and the Trustee, as
supplemented by the Series 1998-3 Supplement dated as of July 30,
1998 to the Pooling and Servicing Agreement, as amended by the
First Amendment dated March 17, 1999, and the Second Amendment
dated as of July 29, 1999 (the "Series Supplement").  The Pooling
and Servicing Agreement, as supplemented by the Series Supplement
is referred to herein as the "Agreement"); and

          WHEREAS, the Section 13.1(b) of the Pooling and
Servicing Agreement provides that the Transferor, the Servicer
and the Trustee with the consent of the Holders of Investor
Securities representing not less than 66-2/3% of the Invested
Amount of each and every Series or Participation adversely
affected may amend the Series Supplement, for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement, or
of modifying in any manner the rights of the Investor
Securityholders of any Series then issued and outstanding,
provided, however, that no such amendment shall (i) reduce in any
manner the amount of, or delay the timing of, distributions which
are required to be made on any Investor Security of such Series
without the consent of all of the related Investor
Securityholders, (ii) change the definition of or the manner of
calculating the interest of any Investor Securityholder of such
Series without the consent of the related Investor Securityholder
or (iii) reduce the aforesaid percentage required to consent to
any such amendment, in each case without the consent of all such
Investor Securityholders.

          NOW, THEREFORE, the Transferor, the Servicer, the
Investor Securityholders and the Trustee hereby amend the Series
Supplement as follows:

          SECTION 1.1  The definitions of "Class C Enhancement
Interest," "Class C Facility Usage Fee," "Class C Funding
Interest," "Class C Funding Shortfall," "Class C Interest Rate,"
"Class C Program Fee," "Facility Unused Fee," "Purchaser Group
Percentage," "Required Senior Securityholders" and "Specified
Termination Date" from Section 2 of the Series Supplement are
hereby amended and restated in their entirety to read as follows:

               "Class C Enhancement Interest" shall mean,
     for any Business Day, an amount equal to zero.

               "Class C Facility Usage Fee" shall mean, for
     any Business Day, zero.

               "Class C Funding Interest" shall mean, with
     respect to any day, the interest accrued for such day
     with respect to any Class A Funding Shortfall.

               "Class C Funding Shortfall" shall mean, with
     respect to any Business Day, an amount equal to the
     excess, if any, of (x) the portion of Class C Interest
     accrued with respect to Funding Periods ending on such
     Business Day plus Class C Funding Interest for such
     Business Day plus the Class C Funding Shortfall for the
     preceding Business Day over (y) the amount paid to the
     Administrative Agent, for the benefit of the Class C
     Securityholders, in respect thereof on such Business
     Day.  The Class C Funding Shortfall shall be zero.

               "Class C Interest Rate" shall mean zero.

               "Class C Program Fee" shall mean, for any
     Business Day, zero.

               "Facility Unused Fee" shall mean, for any
     Business Day, an amount equal to the sum of (A) the
     product of (i) a fraction the numerator of which is the
     actual number of days from and including the preceding
     Business Day to but excluding such Business Day and the
     denominator of which is 360, (ii) 0.150% and (iii) the
     excess of (a) the Class A Maximum Invested Amount minus
     the Class A Invested Amount as of the preceding
     Business Day and (B) the product of (i) a fraction the
     numerator of which is the actual number of days from
     and including the preceding Business Day to but
     excluding such Business Day and the denominator of
     which is 360, (ii) 0.2125% and (iii) the excess of (x)
     the Class B Maximum Invested Amount minus (y) the Class
     B Invested Amount, each as of the preceding Business
     Day.

               "Purchaser Group Percentage" shall mean the
     following with respect to the Class A Securities and
     the Class B Securities:  (a) 37.5% with respect to
     Quincy Capital Corporation and the related Purchaser
     Group, (b) 37.5% with respect to Falcon Asset
     Securitization Corporation and the related Purchaser
     Group and (c) 25% with respect to Four Winds Funding
     Corporation and the related Purchaser Group.  The
     Purchaser Group Percentage shall mean 100% with respect
     to the Holder of the Class C Securities.

               "Required Senior Securityholders" shall mean
     (a) prior to the Specified Termination Date, the
     Holders of Class A Securities and Class B Securities
     whose Purchaser Group Percentages aggregate more than
     50% and (b) after the Specified Termination Date, the
     Holders of Senior Securities evidencing undivided
     interests aggregating more than 50% of the sum of the
     Class A Invested Amount and the Class B Invested
     Amount."

               "Specified Termination Date" shall mean
     August 27, 2001, or such later date to which the
     Specified Termination Date may be extended pursuant to
     Section 2.05 of the Security Purchase Agreement.

          SECTION 1.2  Section 8 of the Series Supplement is
hereby amended by adding a new subparagraph (f) and amending and
restating the language that currently follows subparagraph (e),
in each case to read as follows:

               "(f) Federated Department Stores, Inc. shall own,
     directly or indirectly, less than 51% of the common stock of
     Fingerhut Companies, Inc. and either Fingerhut Companies,
     Inc. or the owner of at least 51% of the common stock of
     Fingerhut shall not have a rating of at least Baa2 from
     Moody's or BBB from S&P;

     then, in the case of any event described in subparagraph
     (a), (b), (e) or (f), after the applicable grace period, if
     any, set forth in such subparagraphs, the Required Senior
     Securityholders by notice then given in writing to the
     Trustee, the Transferor, the Cap Provider and the Servicer
     may declare that a pay out event (a "Series Pay Out Event")
     has occurred as of the date of such notice, and in the case
     of any event described in subparagraphs (c) or (d), a Series
     Pay Out Event shall occur without any notice or other action
     on the part of the Trustee or the Series 1998-3
     Securityholders immediately upon the occurrence of such
     event."

          SECTION 1.3  During such time as the Class C Securities
are being held by the Transferor:

          (a)  The definition of "Senior Securityholder" shall be
deemed to not include the holder of the Class C Securities and
the definitions of "Class C Reserve Account" and "Class C Trigger
Event" shall be deemed to be deleted;

          (b)  The provisions of Sections 4.9(xi), 4.11(a)(iii),
4.11(b)(iii), 4.15 and 4.16 shall be given no effect;

          (c)  Payments under Section 4.12(d) with respect to the
Class C Securities shall be made to the Class C Securityholder
and not the Administrative Agent; and

          (d)  Increases in the Class C Invested Amount pursuant
to Section 6.15 shall be made in the same manner as for increases
in the Class D Invested Amount under Section 6.16.

          SECTION 2.  Ratification of Agreement.  As amended by
this Third Amendment, the Series Supplement is in all respects
ratified and confirmed, and the Series Supplement as so amended
by this Third Amendment shall be read, taken and construed as one
and the same instrument.

          SECTION 3.  No Waiver.  The execution and delivery of
this Third Amendment shall not constitute a waiver of a past
default under the Agreement or impair any right consequent
thereon.

          SECTION 4.  Counterparts.  The Third Amendment may be
executed in two or more counterparts including telecopy
transmission thereof (and by different parties on separate
counterparts), each of which shall be an original, but all of
which together shall constitute one and the same instrument.

          SECTION 5.  GOVERNING LAW.  THIS THIRD AMENDMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

          SECTION 6.  Effective Date.  This Third Amendment shall
automatically become effective as of the date upon which it has
been executed by the Transferor, the Trustee, and the Servicer,
and has been consented to by the holders of all of the Senior
Securityholders.



        IN WITNESS WHEREOF, the Transferor, the Servicer, the
Trustee and the Senior Securityholders have caused this Third
Amendment to be duly executed by their respective officers,
thereunto duly authorized, as of the day and year first above
written.


                         FINGERHUT RECEIVABLES, INC.,
                         as Transferor and the Class C Securityholder

                         By  /s/ Brian M. Szames
                         Name:  Brian M. Szames
                         Title:  President


                         AXSYS NATIONAL BANK
                         (formerly named Fingerhut National Bank),
                         as Servicer


                         By  /s/ Brian M. Szames
                         Name:  Brian M. Szames
                         Title:  Treasurer


                         THE BANK OF NEW YORK (Delaware),
                         as Trustee


                         By  /s/ Michael Santino
                         Name:  Michael Santino
                         Title:  Senior Vice President



          By signing this Third Amendment, the following Senior
Securityholders hereby consent to such Third Amendment.

                         BANK OF AMERICA, N.A.,
                         as Senior Securityholder


                         By  /s/ Elliott Lemon
                           Name:  Elliott Lemon
                           Title:  Vice President


                         BANK ONE, NA (MAIN OFFICE CHICAGO),
                         as Senior Securityholder


                         By  /s/ Andrew Leszczynski
                           Name:  Andrew Leszczynski
                           Title:  Vice President


                         COMMERZBANK AKTIENGESELLSCHAFT, CHICAGO
                         BRANCH, as Senior Securityholder


                         By  /s/ James F. Ahern
                           Name:  James F. Ahern
                           Title:  Senior Vice President

                         By  /s/ Carl Kemmerer
                           Name:  Carl Kemmerer
                           Title:  Assistant Treasurer