EXHIBIT 99.2

[Letterhead of KPMG appears here]


                         Independent Accountant's Report

First USA Bank, National Association:


We have examined the accompanying management's assertion, that First USA Bank,
National Association (the "Servicer"), complied with the requirements of
Sections 2.06, 2.07, 2.08, 3.01(b), 3.02, 3.04 (a) and (b), 3.05, 3.06 (a) and
(b), 4.02 (a) and (b) and (c), 4.03 (c), 4.04, 4.05 and 8.08 of the Pooling and
Servicing Agreement dated as of August 1, 1997, (the "Agreement"), between the
Servicer and The Bank of New York, as Trustee of the First NBC Credit Card
Master Trust and the requirements for the sections that relate to the Servicer
for the Series 1997-1 and 1998-1 Supplements thereto (the "Supplements"), as
amended, (together, the "Agreements") during the twelve months ended December
31, 2001. Management is responsible for the Servicer's compliance with the
Agreements. Our responsibility is to express an opinion on management's
assertion about the Servicer's compliance based on our examination.

Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Servicer's
compliance with those requirements and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Servicer's compliance with specified requirements.

In performing this examination, we have assumed the accuracy of the reports
prepared by the Servicer's third party credit card processor and did not extend
our assessment to the relevant aspects of the Servicer's compliance that are the
responsibility of the third party credit card processor. Accordingly, our
assessment does not extend to these aspects of the Servicer's compliance that
are the responsibility of the third party credit card processor, and we do not
express any form of assurance on those compliance aspects.

In our opinion, management's assertion that the Servicer complied with the
aforementioned requirements during the twelve months ended December 31, 2001 is
fairly stated, in all material respects.


                                  /s/ KPMG LLP

February 15, 2002





                ASSERTION BY FIRST USA BANK, NATIONAL ASSOCIATION

The management of First USA Bank, National Association (the "Servicer") is
responsible for complying with the requirements of Sections 2.06, 2.07, 2.08,
3.01(b), 3.02, 3.04 (a) and (b), 3.05, 3.06 (a) and (b), 4.02 (a) and (b) and
(c), 4.03 (c), 4.04, 4.05 and 8.08 of the Pooling and Servicing Agreement dated
as of August 1, 1997 between the Servicer and The Bank of New York, as Trustee
of the First NBC Credit Card Master Trust, (the "Agreement") and the
requirements for the sections that relate to the Servicer of the Series 1997-1
and Series 1998-1 Supplements thereto (the "Supplements"), as amended (together,
the "Agreements").

Management has performed an evaluation of the Servicer's compliance with the
Agreements and based on this evaluation management believes that the Servicer
has complied with the requirements of the sections of the Agreements referred to
above during the twelve months ended December 31, 2001.

In providing this assertion on compliance, we have assumed the accuracy of the
reports prepared by the Servicer's third party credit card processor and did not
extend our assessment to the relevant aspects of the Servicer's compliance that
are the responsibility of the third party credit card processor. Accordingly,
our assessment does not extend to these aspects of the Servicer's compliance
that are the responsibility of the third party credit card processor, and we do
not express any form of assurance on these compliance aspects.

/s/ Michael Looney                         /s/ Tracie H. Klein
- -------------------------------------      -------------------------------------
Michael Looney                             Tracie H. Klein
Executive Vice President - Operations      First Vice President



/s/ Jeffrey Rigg
- -------------------------------------
Jeffrey Rigg
Senior Vice President - Accounting