SECURITIES AND EXCHANGE COMMISSION 
                           WASHINGTON, D.C. 20549 
  
  
                                  FORM 8-K 
  
  
                          CURRENT REPORT PURSUANT 
                       TO SECTION 13 OR 15(d) OF THE 
                      SECURITIES EXCHANGE ACT OF 1934 
  
  
       Date of Report (Date of Earliest Event Reported)     June 26, 1998
       
  
                  Partners First Receivables Funding, LLC 
           ------------------------------------------------------
           (Exact Name of Registrant as Specified in its Charter) 
  

                  Partners First Credit Card Master Trust 
           ------------------------------------------------------
                  (Issuer with respect to the Securities) 
  

                                  Delaware 
      ----------------------------------------------------------------------
               (State or Other Jurisdiction of Incorporation) 
  
  
      333-29495 and 333-29495-01                       52-2072056 
      --------------------------        ------------------------------------
      (Commission File Numbers)         (I.R.S. Employer Identification No.)
  

                                410-865-8700 
      ----------------------------------------------------------------------
            (Registrant's Telephone Number, Including Area Code) 
  
  
                               Not Applicable 
      ----------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report) 
  
  
  
                                       Index to Exhibits appears at page 5. 
  
  
  
  
  
 ITEM 5.  OTHER EVENTS. 
       
      The Registrant is filing final forms of the exhibits listed in Item
 7(c) below. 
  
  
 ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS. 
  
      (c) Exhibits. 
  
  

 EXHIBIT NO.                  DOCUMENT DESCRIPTION 
 -----------                  --------------------
 1.1           Underwriting Agreement, dated June 22, 1998, among Partners
               First Receivables Funding, LLC, as Transferor (the
               "Transferor"), Partners First Holdings, LLC, as Servicer 
               (the "Servicer"), and Merrill Lynch, Pierce, Fenner & Smith
               Incorporated, as representative of the several underwriters
               named therein (the "Representative"). 
  
 1.2           Terms Agreement, dated June 22, 1998, among the Transferor,
               the Servicer, and the Representative, relating to Series
               1998-2 Class A Floating Rate Asset Backed Securities. 
  
 1.3           Terms Agreement, dated June 22, 1998, among the Transferor,
               the Servicer, and the Representative, relating to Series
               1998-2 Class B Floating Rate Asset Backed Securities. 
  
 1.4           Terms Agreement, dated June 22, 1998, among the Transferor,
               the Servicer, and the Representative, relating to Series
               1998-3 Class A Floating Rate Asset Backed Securities. 
  
 1.5           Terms Agreement, dated June 22, 1998, among the Transferor,
               the Servicer, and the Representative, relating to Series
               1998-3 Class B Floating Rate Asset Backed Securities. 
  
 4.1           Amended and Restated Pooling and Servicing Agreement, dated
               as of June 26, 1998, and related agreements as exhibits
               thereto among the Transferor, the Servicer, and The Bank of
               New York, as Trustee (the "Trustee"). 
  
 4.2           Series 1998-2 Supplement to Amended and Restated Pooling and
               Servicing Agreement, dated as of June 26, 1998, among the
               Transferor, the Servicer, and the Trustee. 

 4.3           Series 1998-3 Supplement to Amended and Restated Pooling and
               Servicing Agreement, dated as of June 26, 1998, among the
               Transferor, the Servicer, and the Trustee. 
  
 4.5           Amended and Restated Receivables Purchase Agreement, dated as
               of June 26, 1998, between Partners First Receivables, LLC and
               the Transferor 
  
 8.2           Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with
               respect to tax matters (Series 1998-2). 
  
 8.3           Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with
               respect to tax matters (Series 1998-3). 



                                 SIGNATURES 
  
      Pursuant to the requirements of the Securities Exchange Act of 1934,
 the registrants have duly caused this report to be signed on their behalf
 by the undersigned hereunto duly authorized. 
  
  
                              PARTNERS FIRST RECEIVABLES FUNDING, LLC 
                                        (REGISTRANT) 
  
  
 DATED:  July 9, 1998         By:  /s/  Mark J. Norwicz
                                 -----------------------------------------
                                 Name:  Mark J. Norwicz 
                                 Title: Treasurer 
  
  
                              PARTNERS FIRST CREDIT CARD MASTER TRUST 
                                       (CO-REGISTRANT) 
  
  
 DATED:  July 9, 1998         By:  PARTNERS FIRST RECEIVABLES FUNDING, LLC
                                      (Originator of the Co-Registrant) 
  
  
                                   By:  /s/  Mark J. Norwicz
                                      ------------------------------------
                                      Name:  Mark J. Norwicz 
                                      Title: Treasurer 
  
  


                          INDEX TO EXHIBITS 

 Exhibit No.              Document Description
 -----------              --------------------
 1.1           Underwriting Agreement, dated June 22, 1998, among Partners
               First Receivables Funding, LLC, as Transferor (the
               "Transferor"), Partners First Holdings, LLC, as Servicer
               (the "Servicer"), and Merrill Lynch, Pierce, Fenner & Smith
               Incorporated, as representative of the several underwriters
               named therein (the "Representative"). 
  
 1.2           Terms Agreement, dated June 22, 1998, among the Transferor,
               the Servicer, and the Representative, relating to Series
               1998-2 Class A Floating Rate Asset Backed Securities. 
  
 1.3           Terms Agreement, dated June 22, 1998, among the Transferor,
               the Servicer, and the Representative, relating to Series
               1998-2 Class B Floating Rate Asset Backed Securities. 
  
 1.4           Terms Agreement, dated June 22, 1998, among the Transferor,
               the Servicer, and the Representative, relating to Series
               1998-3 Class A Floating Rate Asset Backed Securities. 
  
 1.5           Terms Agreement, dated June 22, 1998, among the Transferor,
               the Servicer, and the Representative, relating to Series
               1998-3 Class B Floating Rate Asset Backed Securities. 
  
 4.1           Amended and Restated Pooling and Servicing Agreement, dated
               as of June 26, 1998, and related agreements as exhibits
               thereto among the Transferor, the Servicer, and The Bank of
               New York, as Trustee (the "Trustee"). 
  
 4.2           Series 1998-2 Supplement to Amended and Restated Pooling and
               Servicing Agreement, dated as of June 26, 1998, among the
               Transferor, the Servicer, and the Trustee. 
  
 4.3           Series 1998-3 Supplement to Amended and Restated Pooling and
               Servicing Agreement, dated as of June 26, 1998, among the
               Transferor, the Servicer, and the Trustee. 
  
 4.5           Amended and Restated Receivables Purchase Agreement, dated as
               of June 26, 1998, between Partners First Receivables, LLC and
               the Transferor 

 8.2           Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with
               respect to tax matters (Series 1998-2). 
  
 8.3           Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with
               respect to tax matters (Series 1998-3).
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SECURITIES AND EXCHANGE COMMISSION 
                           WASHINGTON, D.C. 20549 
  
  
                                  FORM 8-K 
  
  
                          CURRENT REPORT PURSUANT 
                       TO SECTION 13 OR 15(d) OF THE 
                      SECURITIES EXCHANGE ACT OF 1934 
  
  
       Date of Report (Date of Earliest Event Reported)     June 26, 1998
       
  
                  Partners First Receivables Funding, LLC 
           ------------------------------------------------------
           (Exact Name of Registrant as Specified in its Charter) 
  

                  Partners First Credit Card Master Trust 
           ------------------------------------------------------
                  (Issuer with respect to the Securities) 
  

                                  Delaware 
      ----------------------------------------------------------------------
               (State or Other Jurisdiction of Incorporation) 
  
  
      333-29495 and 333-29495-01                       52-2072056 
      --------------------------        ------------------------------------
      (Commission File Numbers)         (I.R.S. Employer Identification No.)
  

                                410-865-8700 
      ----------------------------------------------------------------------
            (Registrant's Telephone Number, Including Area Code) 
  
  
                               Not Applicable 
      ----------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report) 
  
  
  
                                       Index to Exhibits appears at page 5. 
  
  
  
  
  
 ITEM 5.  OTHER EVENTS. 
       
      The Registrant is filing final forms of the exhibits listed in Item
 7(c) below. 
  
  
 ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS. 
  
      (c) Exhibits. 
  
  

 EXHIBIT NO.                  DOCUMENT DESCRIPTION 
 -----------                  --------------------
 1.1           Underwriting Agreement, dated June 22, 1998, among Partners
               First Receivables Funding, LLC, as Transferor (the
               "Transferor"), Partners First Holdings, LLC, as Servicer 
               (the "Servicer"), and Merrill Lynch, Pierce, Fenner & Smith
               Incorporated, as representative of the several underwriters
               named therein (the "Representative"). 
  
 1.2           Terms Agreement, dated June 22, 1998, among the Transferor,
               the Servicer, and the Representative, relating to Series
               1998-2 Class A Floating Rate Asset Backed Securities. 
  
 1.3           Terms Agreement, dated June 22, 1998, among the Transferor,
               the Servicer, and the Representative, relating to Series
               1998-2 Class B Floating Rate Asset Backed Securities. 
  
 1.4           Terms Agreement, dated June 22, 1998, among the Transferor,
               the Servicer, and the Representative, relating to Series
               1998-3 Class A Floating Rate Asset Backed Securities. 
  
 1.5           Terms Agreement, dated June 22, 1998, among the Transferor,
               the Servicer, and the Representative, relating to Series
               1998-3 Class B Floating Rate Asset Backed Securities. 
  
 4.1           Amended and Restated Pooling and Servicing Agreement, dated
               as of June 26, 1998, and related agreements as exhibits
               thereto among the Transferor, the Servicer, and The Bank of
               New York, as Trustee (the "Trustee"). 
  
 4.2           Series 1998-2 Supplement to Amended and Restated Pooling and
               Servicing Agreement, dated as of June 26, 1998, among the
               Transferor, the Servicer, and the Trustee. 

 4.3           Series 1998-3 Supplement to Amended and Restated Pooling and
               Servicing Agreement, dated as of June 26, 1998, among the
               Transferor, the Servicer, and the Trustee. 
  
 4.5           Amended and Restated Receivables Purchase Agreement, dated as
               of June 26, 1998, between Partners First Receivables, LLC and
               the Transferor 
  
 8.2           Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with
               respect to tax matters (Series 1998-2). 
  
 8.3           Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with
               respect to tax matters (Series 1998-3). 

                                 SIGNATURES 
  
      Pursuant to the requirements of the Securities Exchange Act of 1934,
 the registrants have duly caused this report to be signed on their behalf
 by the undersigned hereunto duly authorized. 
  
  
                              PARTNERS FIRST RECEIVABLES FUNDING, LLC 
                                        (REGISTRANT) 
  
  
 DATED:  July 9, 1998         By:  /s/  Mark J. Norwicz
                                 -----------------------------------------
                                 Name:  Mark J. Norwicz 
                                 Title: Treasurer 
  
  
                              PARTNERS FIRST CREDIT CARD MASTER TRUST 
                                       (CO-REGISTRANT) 
  
  
 DATED:  July 9, 1998         By:  PARTNERS FIRST RECEIVABLES FUNDING, LLC
                                      (Originator of the Co-Registrant) 
  
  
                                   By:  /s/  Mark J. Norwicz
                                      ------------------------------------
                                      Name:  Mark J. Norwicz 
                                      Title: Treasurer 
  
  

                          INDEX TO EXHIBITS 

 Exhibit No.              Document Description
 -----------              --------------------
 1.1           Underwriting Agreement, dated June 22, 1998, among Partners
               First Receivables Funding, LLC, as Transferor (the
               "Transferor"), Partners First Holdings, LLC, as Servicer
               (the "Servicer"), and Merrill Lynch, Pierce, Fenner & Smith
               Incorporated, as representative of the several underwriters
               named therein (the "Representative"). 
  
 1.2           Terms Agreement, dated June 22, 1998, among the Transferor,
               the Servicer, and the Representative, relating to Series
               1998-2 Class A Floating Rate Asset Backed Securities. 
  
 1.3           Terms Agreement, dated June 22, 1998, among the Transferor,
               the Servicer, and the Representative, relating to Series
               1998-2 Class B Floating Rate Asset Backed Securities. 
  
 1.4           Terms Agreement, dated June 22, 1998, among the Transferor,
               the Servicer, and the Representative, relating to Series
               1998-3 Class A Floating Rate Asset Backed Securities. 
  
 1.5           Terms Agreement, dated June 22, 1998, among the Transferor,
               the Servicer, and the Representative, relating to Series
               1998-3 Class B Floating Rate Asset Backed Securities. 
  
 4.1           Amended and Restated Pooling and Servicing Agreement, dated
               as of June 26, 1998, and related agreements as exhibits
               thereto among the Transferor, the Servicer, and The Bank of
               New York, as Trustee (the "Trustee"). 
  
 4.2           Series 1998-2 Supplement to Amended and Restated Pooling and
               Servicing Agreement, dated as of June 26, 1998, among the
               Transferor, the Servicer, and the Trustee. 
  
 4.3           Series 1998-3 Supplement to Amended and Restated Pooling and
               Servicing Agreement, dated as of June 26, 1998, among the
               Transferor, the Servicer, and the Trustee. 
  
 4.5           Amended and Restated Receivables Purchase Agreement, dated as
               of June 26, 1998, between Partners First Receivables, LLC and
               the Transferor 

 8.2           Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with
               respect to tax matters (Series 1998-2). 
  
 8.3           Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with
               respect to tax matters (Series 1998-3).