5
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                            Form 10-K
                                
           ANNUAL REPORT PURSUANT TO SECTION 13 OF THE
                 SECURITIES EXCHANGE ACT OF 1934
                                
           For the fiscal year ended January 31, 1998
                                
                 Commission file number 0-21118
                                
                                
                                
                  PRIME RECEIVABLES CORPORATION
         (Originator of Prime Credit Card Master Trust)
     (Exact name of registrant as specified in its charter)

     Delaware                                     31-1359594 
(State of Incorporation)             (I.R.S. Employer Identification No.)

      9111 Duke Blvd., Mason, Ohio                        45040
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code:    513-573-2037

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

Securities registered pursuant to Section 12(g) of the Act:
     7.05% Class A-1 Asset Backed Certificates, Series 1992-1
     7.45% Class A-2 Asset Backed Certificates, Series 1992-2
     7.55% Class B-1 Asset Backed Certificates, Series 1992-1
     7.95% Class B-2 Asset Backed Certificates, Series 1992-2
     6.75% Class A    Asset Backed Certificates, Series 1995-1
     6.90% Class B    Asset Backed Certificates, Series 1995-1
     6.70% Class A    Asset Backed Certificates, Series 1996-1
     6.85% Class B    Asset Backed Certificates, Series 1996-1

The registrant has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and has been subject to such filing
requirements for the past 90 days.

Disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not required.

                             PART I

Item 2.   Properties

          Exhibit 99.1 to this Report sets forth certain
information relating to the fiscal year ended January 31, 1998
("Fiscal Year 1997") of Prime Credit Card Master Trust (the
"Trust").  Such information, which was derived from monthly
settlement statements relating to such period which were
delivered to The Chase Manhattan Bank, successor in interest to
Chemical Bank ("Chase Bank"), as Trustee, pursuant to the Amended
and Restated Pooling and Servicing Agreement, dated as of
December 15, 1992, among Prime Receivables Corporation (the
"Company"), Federated Department Stores, Inc. ("Federated"), as
Servicer (which has been succeeded in such capacity by FDS
National Bank ("FDS")), and Chase Bank, as Trustee, as
supplemented and amended (the "Pooling and Servicing Agreement"),
is incorporated herein by this reference.

Item 3.   Legal Proceedings

           Federated  and  its subsidiaries, including  FDS,  are
involved in various proceedings that are incidental to the normal
course of their businesses.  The Company does not expect that any
of  such proceedings will have a material adverse effect  on  the
credit card receivables held by the Trust.

Item 4.   Submission of Matters to a Vote of Security Holders

          None.

Item 5.   Market for Registrant's Common Equity and Related
          Stockholder Matters

          As of March 31, 1998, the following certificates
representing undivided interests in the Trust had been issued and
are outstanding:  (i) $450.0 million aggregate principal amount
of 7.45% Class A-2 Asset Backed Certificates, Series 1992-2 (the
"Class A-2 Certificates"), (ii) $40.5 million aggregate principal
amount of 7.95% Class B-2 Asset Backed Certificates, Series 1992-
2 (the "Class B-2 Certificates"), (iii) $55.0 million aggregate
principal amount of 8.45% Class C-2 Asset Backed Certificates,
Series 1992-2 (the "Class C-2 Certificates"), (iv) Class A
Variable Funding Certificates, Series 1992-3 (the "Class A
Variable Funding Certificates"), (v)  Class B Variable Funding
Certificates, Series 1992-3 (the "Class B Variable Funding
Certificates"), (vi) $546.0 million aggregate principal amount of
6.75% Class A Asset Backed Certificates, Series 1995-1 (the
"Class A-1995 Certificates"), (vii) $52.0 million aggregate
principal amount of 6.90% Class B Asset Backed Certificates,
Series 1995-1 (the "Class B-1995 Certificates"), (viii) $52.0
million aggregate principal amount of 9.00% Class C Asset Backed
Certificates, Series 1995-1 (the "Class C-1995 Certificates"),
(ix) $218.0 million aggregate principal amount of 6.70% Class A
Asset Backed Certificates, Series 1996-1 (the "Class A-1996
Certificates"), (x) $20.8 million aggregate principal amount of
6.85% Class B Asset Backed Certificates, Series 1996-1 (the
"Class B-1996 Certificates"), (xi) $20.8 million aggregate
principal amount of 9.0% Class C Asset Backed Certificates,
Series 1996-1 (the "Class C-1996 Certificates"), and (xii) an
exchangeable certificate representing the remaining undivided
interests in the Trust (the "Transferor Certificate").  The
information regarding the record ownership of the foregoing
certificates set forth in Item 12 of this Report is incorporated
herein by this reference.

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

          None.

Item 12.  Security Ownership of Certain Beneficial Owners and
          Management

          As of March 31, 1998, the Class A-2 Certificates, the
Class B-2 Certificates, the Class A-1995 Certificates, the Class
B-1995 Certificates, the Class A-1996 Certificates and the Class
B-1996 Certificates (collectively, the "Registered Certificates")
were held of record by Cede & Co., as nominee of The Depository
Trust Company.  To the Company's knowledge, based solely on the
fact that the Company has not received notice of any filings
having been made with the Securities and Exchange Commission
reporting the acquisition of more than 5% of any class or series
of the Registered Certificates, no person beneficially owned more
than 5% of any class or series of the Registered Certificates.
Of the remaining certificates representing undivided interests in
the Trust that were outstanding as of such date, (i) Seven Hills
Funding Corporation ("Seven Hills"), an indirect wholly owned
subsidiary of Federated, owned beneficially and of record 100% of
the Class A Variable Funding Certificates, and (ii) the Company
owned beneficially and of record 100% of the Class C-2
Certificates, the Class B Variable Funding Certificates, the
Class C-1995 Certificates, the Class C-1996 Certificates and the
Transferor Certificate.  The Class A Variable Funding
Certificates have been pledged by Seven Hills to Chase Bank, as
collateral agent, to secure certain commercial paper notes to be
issued by Seven Hills from time to time and certain related
obligations of Seven Hills.  The principal business address of
each of the Company and Seven Hills is 9111 Duke Boulevard.,
Mason, Ohio 45040.

Item 13.  Certain Relationships and Related Transactions

          Except for the transactions contemplated by the Pooling
and Servicing Agreement, the Company is not aware of any
transactions or series of similar transactions during Fiscal Year
1997, or any currently proposed transaction or series of similar
transactions, in which the amount involved exceeded or is
proposed to exceed $60,000, to which the Trust was a party or is
proposed to be a party, and in which any person known to the
Company to own more than 5% of any class of certificates
representing undivided interests in the Trust had or has a direct
or indirect material interest.

                             PART IV
                                
Item 14.  Exhibits, Financial Statement Schedules and Reports
          on Form 8-K

          a.   Exhibits

               99.1 Annual Settlement Statement for the Trust for
the period from February 2, 1997 through January 31, 1998.

               99.2 Annual Report of Independent Public
Accountants (Part A) regarding internal controls.

               99.3 Annual Report of Independent Public
Accountants (Part B) regarding Monthly Settlement Statements for
the period from February 2, 1997 through January 31, 1998.

          b.   Reports on Form 8-K.

               Each month the Company files a Current Report on
Form 8-K which includes, as an exhibit, a copy of the settlement
statement relating to the preceding monthly period required under
the Pooling and Servicing Agreement to be delivered to the
Trustee.


                           SIGNATURES

          Pursuant to the requirements of Section 13 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be executed on its behalf by the undersigned,
thereunto duly authorized.

                              PRIME RECEIVABLES CORPORATION
                              (Originator of Prime Credit Card Master Trust)


                              By:  /s/ Susan P. Storer
                                   Susan P. Storer, President


Dated:         May 1, 1998

          Pursuant to the requirements of Section 13 of the
Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in
the capacities indicated on May 1, 1998.


          Signature                          Title

     /s/ Karen M. Hoguet                Chairman of the Board
     Karen M. Hoguet                      and Director 
                                         (principal executive officer)

     /s/ Susan P. Storer                President and Director
     Susan P. Storer                      (principal financial and
                                          accounting officer)

     /s/ John R. Sims                   Director
     John R. Sims