Exhibit 99.3








  The Board of Directors
  Prime Receivables Corporation:


  We  have applied certain agreed-upon procedures, as discussed
  below,   to  the  accounting  records  of  Prime  Receivables
  Corporation ("Prime"), a wholly-owned special-purpose finance
  subsidiary    of    Federated   Department    Stores,    Inc.
  ("Federated"), relating to the servicing procedures performed
  by  FDS  National  Bank, as Servicer, under the  Amended  and
  Restated  Pooling  and Servicing Agreement (the  "Agreement")
  dated   December  15,  1992  between  Prime,  as  Transferor,
  Federated and The Chase Manhattan Bank, successor to Chemical
  Bank,  as  Trustee,  on  behalf of the Certificateholders  of
  Prime  Credit  Card  Master Trust and  under  the  Assumption
  Agreement  dated September 15, 1993 between Prime, Federated,
  FDS National Bank and The Chase Manhattan Bank, successor  to
  Chemical  Bank.  This agreed-upon procedures  engagement  was
  performed  in  accordance with standards established  by  the
  American  Institute  of  Certified  Public  Accountants.  The
  sufficiency  of these procedures is solely the responsibility
  of  the specified users of the report. Consequently, we  make
  no   representations   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 and findings are as follows:

          In accordance with section 3.06(b) of the Agreement, we
          recalculated each amount set forth in items (i) through (xvi) of
          each monthly certificate prepared by the Servicer, pursuant to
          section 3.04(c) of the Agreement, during the period from January
          31, 1999 to January 29, 2000, (the "Certificates") from
          information in the Transferor's computer generated Daily Cash
          Allocation Reports, the Agreement, the Series 1992-2 Supplement
          to the Agreement dated December 15, 1992, the Series 1992-3
          Supplement to the Agreement dated December 31, 1992, the Series
          1995-1 Supplement to the Agreement dated July 27, 1995, or the
          Series 1996-1 Supplement to the Agreement dated May 14, 1996, as
          appropriate. We found such recalculated amounts to be in
          agreement with the amounts set forth in items (i) through (xvi)
          of the Certificates.

  We  were not engaged to, and did not, perform an examination,
  the  objective of which would be the expression of an opinion
  on  management's assertion. Accordingly, we  do  not  express
  such  an  opinion.  Had  we performed additional  procedures,
  other  matters  might have come to our attention  that  would
  have been reported to you.

  This  report is intended solely for your information  and  is
  not  to  be  referred to or distributed for  any  purpose  to
  anyone  other  than  The Chase Manhattan  Bank,  as  Trustee,
  Moody's  Investor  Services,  Inc.  and  Standard  &   Poor's
  Corporation,    as    the    Rating    Agencies,     Investor
  Certificateholders or the management of Prime.


                                  KPMG LLP


  Cincinnati, Ohio
  April 21, 2000