ITEM 1. BUSINESS.
The Spiegel Master Trust (the "Trust") was formed pursuant to
pooling and servicing agreement among Spiegel Credit Corporation
("SCCIII"), as seller and originator of the Trust; First
Consumers National Bank ("FCNB"), a national banking association
engaged in credit card operations and a wholly-owned subsidiary
of Spiegel,Inc. ("Spiegel"), as servicer (referred to in such
capacity as the("Servicer"); and a third party bank as trustee
(the "Trustee"). The property of the Trust includes certain FCNB
Preferred Charge accounts receivable (the "Receivables")
generated or to be generated by FCNB in its ordinary course of
business and arising under designated FCNB Preferred Charge
accounts used to charge sales of merchandise and services by
Spiegel and its retailing subsidiaries (the "Accounts"), all
monies due or to become due in respect of the Receivables, all
Recoveries, Collections and other proceeds of the Receivables
and proceeds of credit insurance policies relating to the
Receivables and all monies on deposit in certain bank accounts
of the Trust.
ITEM 2.
ITEM 2. PROPERTIES.
Not applicable.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
Not applicable.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
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PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Series 1995-A Class A Certificates and the Series 1995-A
Class B Certificates represent undivided interest in the Trust.
The property of the Trust includes a portfolio of FCNB
Preferred Charge accounts receivable. There are two holders of
record for the Series 1995-A Class A Certificates and the Series
1995-A Class B Certificates. There is a third class of
certificates in the Master Trust, the Series 1995-A Class C
Certificates. These certificates were issued to SCCIII by the
Trust and are being held by SCCIII.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
Not applicable.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND OF OPERATIONS
Not applicable.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Not applicable.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
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PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Not applicable.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
Not applicable.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
Not applicable.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None, except the information concerning the servicing fees paid
to the registrant by the Trust as contained in Exhibit 99.1
through 99.3 hereto, which are hereby incorporated herein by
reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K.
a. The following documents are filed as part of this Report:
3. Exhibits
No. 99.1 Form of Monthly Certificateholders' Statement for
October 1995
No. 99.2 Form of Monthly Certificateholders' Statement for
November 1995
No. 99.3 Form of Monthly Certificateholders' Statement for
December 1995
b. Reports on Form 8-K filed with respect to fiscal 1995.	
During 1995, two Current Reports on Form 8-K were filed with the
Securities and Exchange Commission. The first, filed on August
15, 1995, submitted the monthly certificateholders' statements
for April, May, and June required by the Pooling and Servicing
Agreement. The second, filed on November 14, 1995, submitted the
monthly certificateholders' statements for July, August, and
September required by the Pooling and Servicing Agreement.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Spiegel Credit Corporation III
has duly caused this Annual Report on Form 10-K to be signed on
its behalf by the undersigned, thereunto duly authorized, on
March 29, 1996.
Spiegel Credit Corporation III on behalf
of Spiegel Master Trust
By: /s/ John J. Shea ------------------------ John J. Shea, President (Principal Operating Executive Officer)
Pursuant to the requirements 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
March 29,1996.
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EXHIBIT INDEX
Exhibit
No. Exhibit
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99.1 Form of Monthly Certificateholders' Statement
for October 1995
99.2 Form of Monthly Certificateholders' Statement
for November 1995
99.3 Form of Monthly Certificateholders' Statement
for December 1995