ANNUAL CERTIFICATEHOLDERS' STATEMENT
_____________________________________________
PROVIDIAN MASTER TRUST
SERIES 1997-3
_____________________________________________
Pursuant to the Pooling and Servicing Agreement dated as of June 1, 1993
(as amended and supplemented, the "Agreement"), as supplemented by the Series
1997-3 Supplement dated June 1, 1997 (as amended and supplemented, the "Series
Supplement"), among Providian National Bank ("PNB"), formerly known as First
Deposit National Bank, Seller and Servicer, and Bankers Trust Company, Trustee,
PNB as Servicer is required to prepare certain information each year regarding
current distributions to Class A Certificateholders, Class B Certificateholders
and the Collateral Interest Holder and the performance of the Providian Master
Trust (the "Trust") during the previous year. The information which is required
to be prepared for the Series 1997-3 Certificates with respect to the year ended
December 31, 1998, and with respect to the performance of the Trust during 1998
is set forth below. Certain of the information is presented on the basis of an
original principal amount of $1,000 per Investor Certificate. Certain other
information is presented based on the aggregate amounts for the Trust as a
whole. Capitalized terms used in this Certificate have their respective meanings
set forth in the Agreement or Series Supplement, as applicable.
A) Information Regarding the 1998 Distribution for the Series 1997-3 Class A
Certificates and Class B Certificates (stated on the basis of $1,000
original certificate principal amount)
(1) The total amount distributed to Class A Certificateholders per $1,000
original certificate principal amount.......................$58.094949
(2) The amount set forth in A(1) above distributed to Class A
Certificateholders with respect to interest per $1,000 original
certificate principal amount................................$58.094949
(3) The amount set forth in A(1) above distributed to Class A
Certificateholders with respect to principal per $1,000 original
certificate principal amount.................................$0.000000
(4) The total amount distributed to Class B Certificateholders per $1,000
original certificate principal amount.......................$60.122727
(5) The amount set forth in A(4) above distributed to Class B
Certificateholders with respect to interest per $1,000 original
certificate principal amount................................$60.122727
(6) The amount set forth in A(4) above distributed to Class B
Certificateholders with respect to principal per $1,000 original
certificate principal amount.................................$0.000000
B) Information Regarding the Performance of the Trust
(1) Allocation of Receivables Collections to the Series 1997-3
Certificates
(a) The aggregate amount of Finance Charge Receivables collected
during 1998.....................................$1,415,446,763.72
(b) The aggregate amount of Interchange collected and allocated to
the Trust for 1998.................................$34,020,710.48
(c) The aggregate amount of Principal Receivables collected during
1998............................................$6,124,617,322.41
(d) The Floating Allocation Percentage with respect to the Series
1997-3 Certificates for 1998...........................11.035475%
(e) The Principal Allocation Percentage with respect to the Series
1997-3 Certificates for 1998...........................11.008672%
(f) The Finance Charge Receivables and Interchange collected and
allocated to the Series 1997-3 Certificates for
1998..............................................$159,955,622.11
(g) The Principal Receivables collected and allocated to the Series
1997-3 Certificates for 1998......................$674,239,046.96
(2) Available Finance Charge Collections, Required Draw Amount and
Reallocated Principal Collections for Series 1997-3 for 1998 8
(a) The inance Charge Receivables and Interchange collected and
allocated to the Series 1997-3 Certificates.......$159,955,622.11
(b) Collection Account and Special Funding Account investment
earnings allocated to the Series 1997-3 Certificates..$583,366.17
(c) Principal Funding Account Investment Proceeds...............$0.00
(d) Cash Collateral Account Investment Proceeds........$1,167,849.44
(e) Reserve Draw Amount, if applicabl...........................$0.00
(f) Additional Finance Charges from other Series allocated to the
Series 1997-3 Certificates..................................$0.00
(g) Payments, if any, on deposit as of the Determination Date
received from any Interest Rate Protection Agreements.......$0.00
(h) Required Draw Amount, if applicable.........................$0.00
(i) Reallocated Collateral Principal Collections................$0.00
(j) Reallocated Class B Principal Collections...................$0.00
(k) Total Available Finance Charge Collections and Reallocated
Principal Collections for Series 1997-3 (total of (a), (b), (c),
(d), (e), (f), (g), (h), (i) and (j) above).......$161,706,837.72
(3) Available Principal Collections for Series 1997-3 for 1998
(a) The Principal Receivables collected and allocated to the Series
1997-3 Certificates...............................$674,239,046.96
(b) Shared Principal Collections from other Series allocated to the
Series 1997-3 Certificates..................................$0.00
(c) Additional amounts to be treated as Available Principal
Collections pursuant to the Series Supplement......$55,402,080.86
(d) Reallocated Collateral Principal Collections................$0.00
(e) Reallocated Class B Principal Collections...................$0.00
(f) Available Principal Collections for Series 1997-3 (total of (a),
(b) and (c) minus (d) and (e) above)..............$729,641,127.82
(4) Delinquent Balances in the Trust
The aggregate outstanding balance of the Accounts which were
delinquent as of the close of business on the last day of 1998.
(a) 31-60 days $ 110,795,574
(b) 61-90 days 65,578,659
(c) 91 or more days 119,495,895
-------------
(d) Total Delinquencies $ 295,870,128
(5) Defaulted Amount
(a) The aggregate amount of Defaulted Receivables with respect to the
Trust for 1998....................................$583,870,682.31
(b) The aggregate Amount of Recoveries of Defaulted Receivables
processed during 1998..............................$82,284,725.02
(c) The Defaulted Amount for 1998 [Defaulted Receivables minus
Recoveries].......................................$501,585,957.29
(d) The Defaulted Amount for 1998 allocable to the Series 1997-3 (the
"Series 1997-3 Defaulted Amount")..................$55,402,080.86
(e) The Class A Defaulted Amount for 1998 [Series 1997-3 Defaulted
Amount multiplied by the Class A Percentage].......$45,152,695.90
(f) The Class B Defaulted Amount for 1998 [Series 1997-3 Defaulted
Amount multiplied by the Class B Percentage]........$5,263,197.68
(6) Class A Charge-Offs
(a) The excess, if any, of the Class A Defaulted Amount over the sum
of (i) Available Finance Charge Collections applied to such
Class A Defaulted Amount, (ii) the Available Cash Collateral
Amount applied to such Class A Defaulted Amount, (iii)
Reallocated Principal Collections applied to such Class A
Defaulted Amount, (iv) the amount by which the Collateral
Invested Amount has been reduced in respect of such Class A
Defaulted Amount and (v) the amount by which the Class B Invested
Amount has been reduced in respect of such Class A Defaulted
Amount (a "Class A Charge-Off").............................$0.00
(b) The amount of the Class A Charge-Off set forth in item 6(a)
above, per $1,000 original certificate principal amount (which
will have the effect of reducing, pro rata, the amount of each
Class A Certificateholder's investment).....................$0.00
(c) The total amount reimbursed on the last Distribution Date of 1998
in respect of Class A Charge-Offs for prior Distribution
Dates.......................................................$0.00
(d) The amount set forth in item 6(c) above per $1,000 original
certificate principal amount (which will have the effect of
increasing, pro rata, the amount of each Class A
Certificateholder's investment).............................$0.00
(e) The amount, if any, by which the outstanding principal balance of
the Class A Certificates exceeds the Class A Invested Amount if
any, as of the last Distribution Date of 1998, after giving
effect to all deposits, withdrawals and distributions on such
Distribution Date...........................................$0.00
(7) Class B Charge-Offs
(a) The excess, if any, of the Class B Defaulted Amount over the sum
of (i) Available Finance Charge Collections applied to such Class
B Defaulted Amount applied to such Class B Defaulted Amount, (ii)
the Available Cash Collateral Amount, (iii) Reallocated
Collateral Principal Collections applied to such Class B
Defaulted Amount and (iv) the amount by which the Collateral
Invested Amount has been reduced in respect of such Class B
Defaulted Amount............................................$0.00
(b) The amount by which the Class B Invested Amount has been reduced
on the last Distribution Date of 1998 in respect of Reallocated
Class B Principal Collections...............................$0.00
(c) The amount by which the Class B Invested Amount has been reduced
on the last Distribution Date of 1998 in respect of item 6(a)
(together with item 7(a), "Class B Charge-Offs")............$0.00
(d) The total amount by which the Class B Invested Amount has been
reduced on the last Distribution Date of 1998 as set forth in
items 7(a), (b) and (c).....................................$0.00
(e) The amount set forth in item 7(d) above per $1,000 original
certificate principal amount (which will have the effect of
reducing, pro rata, the amount of each Class B
Certificateholder's investment).............................$0.00
(f) The total amount reimbursed on the last Distribution Date of 1998
in respect of reductions in the Class B Invested Amount on prior
Distribution Date...........................................$0.00
(g) The amount set forth in item 7(f) above per $1,000 original
certificate principal amount (which will have the effect of
increasing, pro rata, the amount of each Class B
Certificateholder's investment).............................$0.00
(h) The amount, if any, by which the outstanding principal balance of
the Class B Certificates exceeds the Class B Invested Amount if
any, as of the Distribution Date, after giving effect to all
deposits, withdrawals and distributions on such last Distribution
Date of 1998................................................$0.00
(8) Reductions in the Collateral Interest
(a) The excess, if any, of the Collateral Defaulted Amount over
Available Finance Charge Collections applied to such Collateral
Defaulted Amount............................................$0.00
(b) The amount by which the Collateral Invested Amount has been
reduced on the last Distribution Date of 1998 in respect of
Reallocated Principal Collections...........................$0.00
(c) The amount by which the Collateral Invested Amount has been
reduced on the last Distribution Date of 1998 in respect of items
6(a) and 7(a) above.........................................$0.00
(d) The total amount by which the Collateral Invested Amount has been
reduced on the last Distribution Date of 1998 as set forth in
items 8 (a), (b) and (c)....................................$0.00
(e) The total amount reimbursed on the last Distribution Date of 1998
in respect of reductions in the Collateral Invested Amount on
prior Distribution Dates....................................$0.00
(f) The amount, if any, by which the outstanding principal balance of
the Collateral Interest exceeds the Collateral Invested Amount,
if any, as of the last Distribution Date of 1998, after giving
effect to all deposits, withdrawals and distributions on the
Distribution Date...........................................$0.00
(9) Investor Monthly Servicing Fee
(a) The amount of the Series 1997-3 Monthly Servicing Fee payable to
the Servicer during 1998...........................$12,250,000.00
(10) Cash Collateral Account
(a) The Available Cash Collateral Amount on the last Distribution
Date of 1998, after giving effect to all deposits, withdrawals
and distributions on such Distribution Date........$21,000,000.00
(11) Class A Monthly Interest
(a) Class A Monthly Interest payable for 1998..........$32,924,555.91
(12) Class B Monthly Interest
(a) Class B Monthly Interest payable for 1998..........$3,972,678.89
(13) Principal Funding Account Amount
(a) The amount on deposit in the Principal Funding Account on the
last Distribution Date of 1998, after giving effect to all
deposits, withdrawals and distributions on such Distribution
Date........................................................$0.00
(b) Deposits to the Principal Funding Account are currently scheduled
to commence on the Distribution Date occurring in March 2001.
(The initial funding date for the Principal Funding Account may
be modified in certain circumstances in accordance with the terms
of the Series Supplement.)
(14) Deficit Controlled Accumulation Amount
The Deficit Controlled Accumulation Amount for the last Distribution
Date of 1998, after giving effect to all deposits, withdrawals and
distributions on such Distribution Date..........................$0.00
(15) Reserve Account (if applicable)
(a) The amount on deposit in the Reserve Account, if funded, on the
last Distribution Date of 1998, after giving effect to all
deposits, withdrawals and distributions on such Distribution Date
and the related Transfer Date...............................$0.00
(b) The current Required Reserve Account Amount, if any, selected by
the Servicer................................................$0.00
C) Class A Invested Amount
(1) The Class A Initial Invested Amount....................$570,500,000.00
(2) The Class A Invested Amount on the last Distribution Date of 1998,
after giving effect to all deposits, withdrawals and distributions on
such Distribution Date.................................$570,500,000.00
(3) The Pool Factor for the last Distribution Date of 1998 (which
represents the ratio of the Class A Invested Amount, as of such
Distribution Date, after giving effect to any adjustment in the
Class A Invested Amount on such Distribution Date, to the Class A
Initial Invested Amount). The amount of a Class A Certificateholder's
pro rata share of the Class A Invested Amount can be determined by
multiplying the original denomination of the Class A
Certificateholder's Certificate by the Pool Factor............1.000000
D) Class B Invested Amount
(1) The Class B Initial Invested Amount.....................$66,500,000.00
(2) The Class B Invested Amount on the last Distribution Date of 1998,
after giving effect to all deposits, withdrawals and distributions on
such Distribution Date..................................$66,500,000.00
(3) The Pool Factor for the last Distribution Date of 1998 (which
represents the ratio of the Class B Invested Amount, as of such
Distribution Date, after giving effect to any adjustment in the Class
B Invested Amount on such Distribution Date, to the Class B Initial
Invested Amount). The amount of a Class B Certificateholder's pro rata
share of the Class B Invested Amount can be determined by multiplying
the original denomination of the Class B Certificateholder's
Certificate by the Pool Factor................................1.000000
E) Collateral Invested Amount
(1) The Collateral Initial Invested Amount..................$63,000,000.00
(2) The Collateral Invested Amount on the last Distribution Date of 1998,
after giving effect to all deposits, withdrawals and distributions on
such Distribution Date..................................$63,000,000.00
(3) The Collateral Invested Amount as a percentage of the sum of the
Invested Amount on such Distribution Date........................9.00%
F) Receivables Balances
(1) The aggregate amount of Principal Receivables in the Trust at the
close of business on the last day of 1998...............$6,374,932,335
(2) The aggregate amount of Finance Charge Receivables in the Trust at the
close of business on the last day of 1998.................$158,475,082
G) Annualized Percentages
(1) The average Gross Yield for 1998 (sum of the monthly Gross Yield
divided by 12)..................................................23.10%
(2) The average Net Loss Rate for 1998 (sum of monthly Net Loss Rates
divided by 12)...................................................7.92%
(3) The average Portfolio Yield for 1998 (the average Gross Yield minus
the average Net Loss Rate for 1998).............................15.18%
(4) The average Base Rate for 1998 (sum of monthly Base Rates divided by
12)..............................................................7.83%
(5) The average Net Spread for 1998 (the average Portfolio Yield minus the
average Base Rate for 1998)......................................7.35%
(6) The average Monthly Payment Rate for 1998 (sum of the monthly Payment
Rates divided by 12).............................................9.75%
H) Series 1997-3 Information for the Last Three Distribution Dates in 1998
1) Gross Yield
a) 12/15/98 24.35%
b) 11/16/98 22.80%
c) 10/15/98 22.71%
2) Net Loss Rate
a) 12/15/98 8.58%
b) 11/16/98 9.36%
c) 10/15/98 7.82%
3) Net Spread (Portfolio Yield Minus Base Rate)
a) 12/15/98 8.50%
b) 11/16/98 5.49%
c) 10/15/98 7.13%
Three Month Average 7.04%
4) Monthly Payment Rate
a) 12/15/98 9.01%
b) 11/16/98 8.95%
c) 10/15/98 9.34%
PROVIDIAN NATIONAL BANK
Servicer
By: /s/ Daniel Sanford
-----------------------------
Name: Daniel Sanford
Title: Senior Vice President and Controller