Exhibit 99.3

Report of Independent Accountants


JPMorgan Chase Bank, Servicer
and
Chase Manhattan Bank USA, N.A., Transferor,
and
The Bank of New York, Trustee

We have examined management's assertion, included in the accompanying Management
Report on Internal Control over Servicing of Securitized Credit Card Receivables
that JPMorgan Chase Bank maintained effective internal control over servicing of
securitized credit card receivables as of December 31, 2001, based upon the
criteria for effective internal control established in "Internal Control -
Integrated Framework" issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Management is responsible for maintaining effective
internal control over such functions. Our responsibility is to express an
opinion on management's assertion based on our examination.

Our examination was made in accordance with attestation standards established by
the American Institute of Certified Public Accountants and, accordingly included
obtaining an understanding of internal control over servicing of the securitized
credit card receivables, testing and evaluating the design and operating
effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion.

Because of inherent limitations in any internal control, misstatement due to
error or fraud may occur and not be detected. Also, projections of any
evaluation of internal control over servicing of securitized credit card
receivables to future periods are subject to the risk that the internal control
may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

In our opinion, management's assertion that JPMorgan Chase Bank maintained
effective internal control over servicing of securitized credit card receivables
as of December 31, 2001, is fairly stated, in all material respects, based upon
the criteria for effective internal control established in "Internal Control -
Integrated Framework" issued by the Committee of Sponsoring Organizations of the
Treadway Commission.



/s/ PricewaterhouseCoopers LLP
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March 25, 2002