ANNUAL CERTIFICATEHOLDERS' STATEMENT
_____________________________________________
PROVIDIAN MASTER TRUST
SERIES 1997-3
_____________________________________________
Pursuant to the Pooling and Servicing Agreement dated as of June 1, 1993
(as amended and supplemented, the "Agreement"), as supplemented by the Series
1997-3 Supplement dated as of June 1, 1997 (as amended and supplemented, the
"Series Supplement"), between Providian National Bank ("PNB"), formerly known as
First Deposit National Bank, Seller and Servicer, and Bankers Trust Company,
Trustee, PNB as Servicer is required to prepare certain information each year
regarding distributions to Class A Certificateholders, Class B
Certificateholders and the Collateral Interest Holder and the performance of the
Providian Master Trust (the "Trust") during the period January 1, 2001 to July
16, 2001. The information which is required to be prepared for the Series 1997-3
Certificates with respect to the period January 1, 2001 to July 16, 2001, and
with respect to the performance of the Trust during 2001 is set forth below.
Certain of the information is presented on the basis of an original principal
amount of $1,000 per Investor Certificate. Certain other information is
presented based on the aggregate amounts for the Trust as a whole. Certain of
the information is presented on the basis of an original principal amount of
$1,000 per Investor Certificate. Certain other information is presented based on
the aggregate amounts for the Trust as a whole. Capitalized terms used in this
Certificate have their respective meanings set forth in the Agreement or Series
Supplement, as applicable.
A) Information Regarding the 2001 Distributions for the Series 1997-3 Class A
Certificates and Class B Certificates (stated on the basis of $1,000
original certificate principal amount)
(1) The total amount distributed to Class A Certificateholders per $1,000
original certificate principal amount....................$1,024.293511
(2) The amount set forth in A(1) above distributed to Class A
Certificateholders with respect to interest per $1,000 original
certificate principal amount................................$24.293511
(3) The amount set forth in A(1) above distributed to Class A
Certificateholders with respect to principal per $1,000 original
certificate principal amount.............................$1,000.000000
(4) The total amount distributed to Class B Certificateholders per $1,000
original certificate principal amount....................$1,032.643442
(5) The amount set forth in A(4) above distributed to Class B
Certificateholders with respect to interest per $1,000 original
certificate principal amount................................$32.643442
(6) The amount set forth in A(4) above distributed to Class B
Certificateholders with respect to principal per $1,000 original
certificate principal amount.............................$1,000.000000
B) Information Regarding the Performance of the Trust
(1) Allocation of Receivables Collections to the Series 1997-3
Certificates
(a) The aggregate amount of Finance Charge Receivables collected
during the period January 30, 2001 to June 30,
2001..............................................$825,780,154.96
(b) The aggregate amount of Interchange collected and allocated to
the Trust for the period January 30, 2001 to June 30,
2001...............................................$41,242,261.00
(c) The aggregate amount of Principal Receivables collected during
the period January 1, 2001 to June 30, 2001.....$3,893,289,817.95
(d) The Floating Allocation Percentage with respect to the Series
1997-3 Certificates for 2001............................6.826160%
(e) The Principal Allocation Percentage with respect to the Series
1997-3 Certificates for 2001............................6.974699%
(f) The Finance Charge Receivables and Interchange collected and
allocated to the Series 199703 Certificates for
2001...............................................$59,184,339.38
(g) The Principal Receivables collected and allocated to the Series
1997-3 Certificates for 2001......................$271,545,238.51
(2) Available Finance Charge Collections, Required Draw Amount and
Reallocated Principal Collections for Series 1997-3 for 2001
(a) The Finance Charge Receivables and Interchange collected and
allocated to the Series 1997-3 Certificates........$59,184,339.38
(b) Collection Account and Special Funding Account investment
earnings allocated to the Series 1997-3 Certificates..$800,329.65
(c) Principal Funding Account Investment Proceeds.........$501,736.30
(d) Cash Collateral Account Investment Proceeds...........$520,992.47
(e) Reserve Draw Amount, if applicable..........................$0.00
(f) Additional Finance Charges from other Series allocated to the
Series 1997-3 Certificates..................................$0.00
(g) Payments, if any, on deposit as of the last Determination Date of
2001 received from any Interest Rate Protection Agreements..$0.00
(h) Required Draw Amount, if applicable.........................$0.00
(i) Reallocated Collateral Principal Collections................$0.00
(j) Reallocated Class B Principal Collections...................$0.00
(k) Total Available Finance Charge Collections and Reallocated
Principal..........................................$61,007,397.80
(3) Available Principal Collections for Series 1997-3 for 2001
(a) The Principal Receivables collected and allocated to the Series
1997-3 Certificates...............................$271,545,238.51
(b) Shared Principal Collections from other Series allocated to the
Series 1997-3 Certificates........................$536,568,449.06
(c) Additional amounts to be treated as Available Principal
Collections pursuant to the Series Supplement......$21,698,926.99
(d) Reallocated Collateral Principal Collections................$0.00
(e) Reallocated Class B Principal Collections...................$0.00
(f) Available Principal Collections for Series 1997-3 (total of (a),
(b) and (c) minus (d).............................$829,812,614.56
(4) Delinquent Balances in the Trust
The aggregate outstanding balance of the Accounts which were
delinquent as of the close of business on June 30, 2001.
(a) 30-59 days $134,521,697
(b) 60-89 days 94,508,311
(c) 90 or more days 178,513,552
------------
(d) Total Delinquencies $407,543,560
(5) Defaulted Amount
(a) The aggregate amount of Defaulted Receivables with respect to the
Trust for the period January 1, 2001 to June 30,
2001..............................................$360,782,814.56
(b) The aggregate Amount of Recoveries of Defaulted Receivables
processed during the period January 1, 2001 to June 30,
2001...............................................$47,935,532.69
(c) The Defaulted Amount for the period January 1, 2001 to June 30,
2001 [Defaulted Receivavables minus Recoveries]...$312,847,281.87
(d) The Defaulted Amount for 2001 allocable to the Series 1997-3
Certificates (the "Series 1997-3 Defaulted
Amount")...........................................$21,698,926.99
(e) The Class A Defaulted Amount for 2001 (sum of the monthly Series
1997-3 Class A Defaulted Amount)...................$16,994,341.15
(f) The Class B Defaulted Amount for 2001 (sum of the monthly Series
1997-3 Class B Defaulted Amount)....................$2,415,868.41
(6) Class A Charge-Offs
(a) The excess, if any, of the Class A Defaulted Amount over the sum
of (i) Available Finance Charge Collections applied to such Class
A Defaulted Amount, (ii) the Available Cash Collateral Amount
applied to such Class A Defaulted Amount, (iii) Reallocated
Principal Collections applied to such Class A Defaulted Amount,
(iv) the amount by which the Collateral Invested Amount has been
reduced in respect of such Class A Defaulted Amount and (v) the
amount by which the Class B Invested Amount has been reduced in
respect of such Class A Defaulted Amount (a "Class A Charge-Off")
for 2001....................................................$0.00
(b) The amount of the Class A Charge-Off set forth in item 6(a)
above, per $1,000 original certificate principal amount (which
will have the effect of reducing, pro rata, the amount of each
Class A Certificateholder's investment) for 2001........$0.000000
(c) The total amount reimbursed on July 16, 2001 in respect of Class
A Charge-Offs for prior Distribution Dates..................$0.00
(d) The amount set forth in item 6(c) above per $1,000 original
certificate principal amount (which will have the effect of
increasing, pro rata, the amount of each Class A
Certificateholder's investment) for 2001................$0.000000
(e) The amount, if any, by which the outstanding principal balance of
the Class A Certificates exceeds the Class A Invested Amount if
any, as of July 16, 2001, after giving effect to all deposits,
withdrawals and distributions on such Distribution Date.....$0.00
(7) Class B Charge-Offs
(a) The excess, if any, of the Class B Defaulted Amount over the sum
of (i) Available Finance Charge Collections applied to such Class
B Defaulted Amount , (ii) the Available Cash Collateral Amount,
(iii) Reallocated Collateral Principal Collections applied to
such Class B Defaulted Amount and (iv) the amount by which the
Collateral Invested Amount has been reduced in respect of such
Class B Defaulted Amount for 2001...........................$0.00
(b) The amount by which the Class B Invested Amount has been reduced
on July 16, 2001 in respect of Reallocated Class B Principal
Collections.................................................$0.00
(c) The amount by which the Class B Invested Amount has been reduced
on July 16, 2001 in respect of item 6(a) (together with item
7(a), "Class B Charge-Offs")................................$0.00
(d) The total amount by which the Class B Invested Amount has been
reduced on July 16, 2001 as set forth in items 7(a), (b) and
(c).........................................................$0.00
(e) The amount set forth in item 7(d) above per $1,000 original
certificate principal amount (which will have the effect of
reducing, pro rata, the amount of each Class B
Certificateholder's investment).........................$0.000000
(f) The total amount reimbursed on July 16, 2001 in respect of
reductions in the Class B Invested Amount on prior Distribution
Date........................................................$0.00
(g) The amount set forth in item 7(f) above per $1,000 original
certificate principal amount (which will have the effect of
increasing, pro rata, the amount of each Class B
Certificateholder's investment).........................$0.000000
(h) The amount, if any, by which the outstanding principal balance of
the Class B Certificates exceeds the Class B Invested Amount if
any, as of July 16, 2001, after giving effect to all deposits,
withdrawals and distributions on such Distribution Date.....$0.00
(8) Reductions in the Collateral Interest
(a) The excess, if any, of the Collateral Defaulted Amount over
Available Finance Charge Collections applied to such Collateral
Defaulted Amount on July 16, 2001...........................$0.00
(b) The amount by which the Collateral Invested Amount has been
reduced on July 16, 2001 in respect of Reallocated Principal
Collections.................................................$0.00
(c) The amount by which the Collateral Invested Amount has been
reduced on July 16, 2001 in respect of items 6(a) and 7(a)
above.......................................................$0.00
(d) The total amount by which the Collateral Invested Amount has been
reduced on July 16, 2001 as set forth in items 8(a), (b) and
(c).........................................................$0.00
(e) The total amount reimbursed on July 16, 2001 in respect of
reductions in the Collateral Invested Amount on prior
Distribution Dates..........................................$0.00
(f) The amount, if any, by which the outstanding principal balance of
the Collateral Interest exceeds the Collateral Invested Amount,
if any, as of July 16, 2001, after giving effect to all deposits,
withdrawals and distributions on the Distribution Date......$0.00
(9) Investor Monthly Servicing Fee
(a) The amount of the Series 1997-3 Monthly Servicing Fee paid to the
Servicer for 2001...................................$4,234,772.51
(10) Cash Collateral Account
(a) The Available Cash Collateral Amount on July 16, 2001, after
giving effect to all deposits, withdrawals and distributions on
such Distribution Date......................................$0.00
(11) Class A Monthly Interest
(a) Class A Monthly Interest paid during 2001..........$13,859,448.09
(12) Class B Monthly Interest
(a) Class B Monthly Interest paid during 2001...........$2,170,788.87
(13) Principal Funding Account Amount
(a) The amount on deposit in the Principal Funding Account on July
16, 2001, after giving effect to all deposits, withdrawals and
distributions on such Distribution Date.....................$0.00
(b) Deposits to the Principal Funding Account commenced on the
Distribution Date occurring in April 2001.
(14) Deficit Controlled Accumulation Amount
The Deficit Controlled Accumulation Amount for July 16, 2001, after
giving effect to all deposits, withdrawals and distributions on such
Distribution Date................................................$0.00
(15) Reserve Account (if applicable)
(a) The amount on deposit in the Reserve Account, if funded, on the
last Distribution Date of 2001, after giving effect to all
deposits, withdrawals and distributions on such Distribution Date
and the related Transfer Date...............................$0.00
(b) The Required Reserve Account Amount, if any, selected by the
Servicer....................................................$0.00
C) Class A Invested Amount
(1) The Class A Initial Invested Amount....................$570,500,000.00
(2) The Class A Invested Amount on July 16, 2001, after giving effect to
all deposits, withdrawals and distributions on such Distribution
Date.............................................................$0.00
(3) The Pool Factor for the last Distribution Date of 2001 (which
represents the ratio of the Class A Invested Amount, as of such
Distribution Date, after giving effect to any adjustment in the Class
A Invested Amount on such Distribution Date, to the Class A Initial
Invested Amount). The amount of a Class A Certificateholder's pro rata
share of the Class A Invested Amount can be determined by multiplying
the original denomination of the Class A Certificateholder's
Certificate by the Pool Factor................................0.000000
D) Class B Invested Amount
(1) The Class B Initial Invested Amount.....................$66,500,000.00
(2) The Class B Invested Amount on July 16, 2001, after giving effect to
all deposits, withdrawals and distributions on such Distribution
Date.............................................................$0.00
(3) The Pool Factor for the last Distribution Date of 2001 (which
represents the ratio of the Class B Invested Amount, as of July 16,
2001, after giving effect to any adjustment in the Class B Invested
Amount on such Distribution Date, to the Class B Initial Invested
Amount). The amount of a Class B Certificateholder's pro rata share of
the Class B Invested Amount can be determined by multiplying the
original denomination of the Class B Certificateholder's Certificate
by the Pool Factor............................................0.000000
E) Collateral Invested Amount
(1) The Collateral Initial Invested Amount..................$63,000,000.00
(2) The Collateral Invested Amount on July 16, 2001, after giving effect
to all deposits, withdrawals and distributions on such Distribution
Date.............................................................$0.00
(3) The Collateral Invested Amount as a percentage of the sum of the
Invested Amount on such Distribution Dat.........................0.00%
F) Receivables Balances
(1) The aggregate amount of Principal Receivables in the Trust at the
close of business on June 30, 2001......................$8,338,012,644
(2) The aggregate amount of Finance Charge Receivables in the Trust at the
close of business on June 30, 2001........................$179,696,251
G) Annualized Percentages
(1) The average Gross Yield for 2001 (sum of the monthly Gross Yield
divided by 6)...................................................20.28%
(2) The average Net Loss Rate for 2001 (sum of the monthly Net Loss Rate
divided by 6)....................................................7.03%
(3) The average Portfolio Yield for 2001 (the average Gross Yield minus
the average Net Loss Rate for the Series 1997-3 Certificates for
2001)...........................................................13.25%
(4) The average Base Rate for 2001 (sum of the monthly Base Rate divided
by 6)............................................................6.18%
(5) The average Net Spread for 2001 (the average Portfolio Yield minus the
average Base Rate for the Series 1997-3 Certificates for 2001)...7.07%
(6) The average Monthly Payment Rate (sum of the monthly Payment Rate
divided by 6)....................................................9.00%
H) Series 1997-3 Information for the Last Three Distribution Dates
(1) Gross Yield
a) 07/16/01 20.95%
b) 06/15/01 16.58%
c) 05/15/01 19.77%
(2) Net Loss Rate
a) 07/16/01 6.11%
b) 06/15/01 6.74%
c) 05/15/01 8.75%
(3) Net Spread (Portfolio Yield Minus Base Rate)
a) 07/16/01 8.77%
b) 06/15/01 8.60%
c) 05/15/01 4.35%
Three Month Average 7.24%
(4) Monthly Payment Rate
a) 07/16/01 9.29%
b) 06/15/01 9.12%
c) 05/15/01 8.84%
PROVIDIAN NATIONAL BANK
Servicer
By: /s/ Daniel Sanford
-----------------------------------
Name: Daniel Sanford
Title: Senior Vice President and
Controller