EXHIBIT 99.2

                             Compliance Certificate
                pursuant to Section 3.09 of the Master Indenture
                                   relating to
                    ASSOCIATES CREDIT CARD MASTER NOTE TRUST


         The undersigned, a duly authorized representative of Citibank (South
Dakota), National Association ("CBSD"), on behalf of Associates Credit Card
Master Note Trust (the "Trust"), and in accordance with the direction contained
in Section 1(a)(N) of the Administration Agreement, dated as of April 1, 2000,
as amended, by and among the Trust, as Issuer (the "Issuer"), and CBSD as
Administrator, hereby certifies on behalf of the Trust, pursuant to Section 3.09
as the Master Indenture, dated as of April 1, 2000 (the "Indenture"), between
the Issuer, and The Bank of New York, as Indenture Trustee, that:

   1.  A review of the activities of the Issuer during the 12-month period
       ending and the performance of the Issuer under the Indenture during the
       fiscal year ended December 31, 2002, has been made under my supervision;
       and

   2.  To the best of my knowledge, based on such review, the Issuer has
       complied with all conditions and covenants under the Indenture
       throughout the fiscal year ended December 31, 2002.

   Capitalized terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Indenture.


         IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
this 27th day of March, 2003.



                        CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION



                                        BY: /s/ Andrew Lubliner
                                        -----------------------
                                        Andrew Lubliner
                                        Servicing Officer