People's Credit Card Master Trust

            Management Report on the Internal Control Structure Over
        Financial Reporting for the Credit Card Division of People's Bank
            and Management Report on People's Bank's Compliance with
         Article IV, Section 4.2 of the Pooling and Servicing Agreement

                          Year ended December 31, 1996

       Management Report on the Internal Control Structure Over Financial
            Reporting for the Credit Card Division of People's Bank

Management of People's Bank ("People's") is responsible for establishing and
maintaining an internal control structure over financial reporting for 
credit card services of People's, inclusive of the servicing of People's Bank
Credit Card Master Trust, that is sufficient for the prevention and detection
of errors and irregularities in amounts that would be material to the 
consolidated financial statements of People's.  The structure contains 
monitoring mechanisms, and actions are taken to correct deficiencies
identified.

There are inherent limitations in the effectiveness of any internal control
structure, including the possibility of human error and the circumvention or
overriding of controls.  Accordingly, even an effective internal control
structure can provide only reasonable assurance with respect to the preparation
of financial information.  Further, because of changes in conditions, the 
effectiveness of an internal control structure may vary over time.

Management assessed whether the internal control structure over financial
reporting for People's credit card services as of December 31, 1996 was 
sufficient for the prevention and detection of errors and irregularities 
in amounts that would be material to the consolidated financial statements
of People's.  The assessment was based on criteria for effective internal
control over financial reporting described in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the 
Treadway Commission.  Based on this assessment, management believes that, as
of December 31, 1996, the credit card services of People's maintained an 
internal control structure over financial reporting that was sufficient for
the prevention and detection of errors and irregularities in an amount that 
would be material to the consolidated financial statements of People's.

         Management Report on People's Bank Compliance with Article IV,
               Section 4.2 of the Pooling and Servicing Agreement

Management of People's Bank ("People's") is responsible for complying with
the provisions of Article IV, Section 4.2 of the Pooling and Servicing
Agreement dated June 1, 1993, including the applicable supplements dated 
June 1, 1993, February 1, 1994, October 1, 1994, March 1, 1995 and 
July 1, 1996 (collectively the "Agreement"), between Bankers Trust Company, 
as trustee, and People's, as servicer, and for establishing and maintaining 
an internal control structure over compliance with such provisions.

Management has performed an evaluation of People's compliance with the
provisions of Article IV, Section 4.2 of the Agreement as of December 31, 1996.
Based on this evaluation, management believes that, as of December 31, 1996,
People's was in compliance with the provisions set forth in Article IV,
Section 4.2 of the Agreement.

/s/ David E.A. Carson
David E.A. Carson
President and Chief Executive Officer

/s/ George W. Morriss
George W. Morriss
Executive Vice President and Chief Financial Officer

March 20, 1997