Exhibit 99.3


Spiegel, Inc.
Audit Fees


In connection with the year ended December 30, 2000,
the Company's independent auditors, KPMG LLP, rendered
and was paid for the following services:


Audit services                $   743,000

Financial system design
 and implementation                    --

Other services                    496,100

                              ------------
Total fees                    $ 1,239,100
                              ------------
                              ------------


As part of its duties, the Audit Committee is charged with
reviewing the independent auditors' independence. In connection
with this responsibility, the Audit Committee has considered
the compatibility of the independent auditors' non-audit services
with maintaining the independence of such auditors.