Exhibit 99.2








                   Independent Auditors' Report

  The Board of Directors
  Federated Department Stores, Inc.


  The Board of Directors
  Prime Receivables Corporation:


  We  have  examined  management's  assertion,  included  in  the
  accompanying  Management  Report on the  Effectiveness  of  the
  Internal  Accounting Control Structure over  the  Servicing  of
  Accounts  Receivable,  that  as of  July  31,  1999,  Federated
  Department  Stores,  Inc.  and subsidiaries  ("Federated"),  as
  Servicer  under the Amended and Restated Pooling and  Servicing
  Agreement  dated  December 15, 1992 between  Prime  Receivables
  Corporation  ("Prime"), as Transferor, Federated, as  Servicer,
  and  The  Chase Manhattan Bank, as Trustee, (the  "Pooling  and
  Servicing   Agreement")   maintained  an   effective   internal
  accounting  control  structure over the servicing  of  accounts
  receivable  of  Prime, based upon the criteria  stated  in  the
  Pooling and Servicing Agreement. Management is responsible  for
  maintaining   effective   internal   control   over   financial
  reporting. Our responsibility is to express an opinion  on  the
  effectiveness of internal control based on our examination.

  Our   examination  was  made  in  accordance   with   standards
  established  by  the  American Institute  of  Certified  Public
  Accountants    and,   accordingly,   included   obtaining    an
  understanding of the internal accounting control structure over
  the  servicing  of accounts receivable, testing and  evaluating
  the  design and operating effectiveness of the internal control
  structure, and such other procedures as we considered necessary
  in  the circumstances. We believe that our examination provides
  a reasonable basis for our opinion.

  Because  of  inherent  limitations in any  internal  accounting
  control  structure,  misstatements due to error  or  fraud  may
  occur  and not be detected. Also, projections of any evaluation
  of the internal accounting control structure over the servicing
  of  accounts  receivable to future periods are subject  to  the
  risk  that the internal accounting control structure may become
  inadequate because of changes in conditions, or that the degree
  of compliance with the policies or procedures may deteriorate.

  In   our   opinion,  management's  assertion   that   Federated
  maintained  an effective internal accounting control  structure
  over  the servicing of accounts receivable of Prime as of  July
  31,  1999,  is  fairly stated, in all material respects,  based
  upon criteria stated in the Pooling and Servicing Agreement.

  This  report is intended solely for the information and use  of
  the boards of directors and managements of Federated and Prime,
  Investor  Certificateholders,  The  Chase  Manhattan  Bank,  as
  Trustee,  Moody's  Investor Services,  Inc.  and  Standard  and
  Poor's  Corporation, as the Rating Agencies, and should not  be
  used for any other purpose.

                                  KPMG LLP

  Cincinnati, Ohio
  November 17, 1999




 Management Report on Effectiveness of Internal Accounting Control
                             Structure
             Over the Servicing of Accounts Receivable


Management of Federated Department Stores, Inc., and subsidiaries
("Federated") is responsible for establishing and maintaining an
effective internal accounting control structure over the servicing
of accounts receivable of Prime Receivables Corporation ("Prime"),
a wholly-owned subsidiary of Federated.  The structure contains
monitoring mechanisms, and actions are taken to correct
deficiencies identified.

There are inherent limitations in the effectiveness of any internal
accounting control structure, including the possibility of human
error and the circumvention or overriding of controls.
Accordingly, even an effective internal accounting control
structure can provide only reasonable assurance with respect to the
servicing of accounts receivable and the preparations of reports
relating to the servicing of accounts receivable as required by the
Amended and Restated Pooling and Servicing Agreement dated December
15, 1992 between Prime, as Transferor, Federated, as Servicer, and
The Chase Manhattan Bank, as Trustee (the "Pooling and Servicing
Agreement").  Further, because of changes in conditions, the
effectiveness of an internal accounting control structure may vary
over time.

Management assessed Federated's internal accounting control
structure over the servicing of accounts receivable of Prime as of
July 31, 1999.  This assessment was based on criteria for effective
internal accounting control over the servicing of accounts
receivable of Prime described in the Pooling and Servicing
Agreement.  Based on this assessment, management believes that, as
of July 31, 1999, Federated maintained an effective internal
accounting control structure over the servicing of accounts
receivable of Prime.

November 7, 1999




/s/  James J. Amann
James J. Amann, Chairman & CEO




/s/ Teresa Huxel
Teresa Huxel - Vice President, Finance