Exhibit 99.2

                              OFFICER'S CERTIFICATE
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                   CHASE CREDIT CARD OWNER TRUST SERIES 2001-2

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         The undersigned, an Authorized Officer of the Chase Manhattan Bank USA,
National Association, as Administrator pursuant to the Indenture for the Chase
Credit Card Owner Trust Series 2001-2 does hereby certify that:

                  1.       The undersigned is an Authorized Officer pursuant to
                  the Indenture to execute and deliver this Certificate to the
                  Indenture Trustee.

                  2.       This Certificate is delivered pursuant to Section 3.9
                  of the Indenture.

                  3.       A review of the activities of the Issuer during the
                  period from the closing date until December 31, 2003, and of
                  performance under this Indenture has been made under the
                  supervision of the undersigned.

                  4.       To the best of the undersigned knowledge, based on
                  such review, the Issuer has complied with all conditions and
                  covenants in all material respects under this Indenture
                  throughout the period from the closing date until December 31,
                  2003. No default in the compliance of any such condition or
                  covenant has occurred or is continuing except as set forth in
                  paragraph 5 below.

                  5.       The following is a description of each default in the
                  performance of the Issuer's obligations under the provisions
                  of the Indenture known to the undersigned to have been made
                  during such period which sets forth in detail (i) the nature
                  of each such default, (ii) the action taken by the Issuer, if
                  any, to remedy each such default and (iii) the current status
                  of each such default: NONE.

         IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this 30th day of March, 2004.

                                         By: CHASE MANHATTAN BANK USA,
                                         National Association, as Administrator




                                         By: /s/ Patricia M. Garvey
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                                         Name:  Patricia M. Garvey
                                         Title: Vice President