Exhibit 99.2


INDEPENDENT ACCOUNTANTS' REPORT


To the Board of Directors of Dillard National Bank

We have examined management's assertions, included in the accompanying
Management's Report on Internal Control Related to Servicing Procedures dated
March 30, 2004, that Dillard National Bank ("DNB") (wholly-owned subsidiary of
Dillard Investment Co., Inc. (wholly-owned subsidiary of Dillard's, Inc.))
maintained effective internal control over the servicing procedures performed
by DNB, in relation to the assets of The Dillard Master Credit Card Trust I
(the "Trust") formed pursuant to the Pooling and Servicing Agreement dated
August 1, 1998, as amended ("Amended Agreement"), based on `Internal
Control--Integrated Framework' issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the "COSO report") as of December
31, 2003. Management is responsible for maintaining effective internal control
over the servicing procedures provided by DNB to the Trust. Our responsibility
is to express an opinion on management's assertion based on our examination.

Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included obtaining an understanding of internal control over the
servicing procedures performed by DNB, as Servicer, under the applicable
sections of the Amended Agreement, testing and evaluating the design and
operating effectiveness of the internal control, and performing 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 control, misstatements due to
error or fraud may occur and not be detected. Also, projections of any
evaluation of internal control over the servicing procedures performed by DNB,
as Servicer, to future periods are subject to the risk that the internal
control may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.




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In our opinion, management's assertion that DNB maintained effective internal
control over the servicing procedures performed by DNB to the Trust as of
December 31, 2003, insofar as such internal control relates to amounts that
would be material to the assets of the Trust, is fairly stated, in all
material respects, based on the criteria established in the COSO report.


/s/ Deloitte & Touche LLP

March 30, 2004

Phoenix, Arizona



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MANAGEMENT'S REPORT ON INTERNAL CONTROL RELATED TO
SERVICING PROCEDURES

The management of Dillard National Bank (wholly-owned subsidiary of Dillard
Investment Co., Inc. (wholly-owned subsidiary of Dillard's, Inc.) the
"Company") is responsible for establishing and maintaining effective
internal control over the servicing procedures provided by the Company, as
Servicer, to The Dillard Master Credit Card Trust I (the "Trust"), under the
terms of the Pooling and Servicing Agreement dated as of August 1, 1998, as
amended (the "Agreement").

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

Management's assessment of its internal control is based on criteria for
effective internal control described in "Internal Control - Integrated
Framework" issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this assessment, management believes that the
Company maintained effective internal control over the servicing procedures
provided to the Trust under the terms of the Agreement as of December 31,
2003.

By: /s/ Charles O. Unfried
Name: Charles O. Unfried
Title: CEO

By: /s/ Randal L. Hankins
Name: Randal L. Hankins
Title: President

Date:  March 30, 2004