Exhibit 99.4

March 29, 2004


        Management Report on Internal Control over the administration of
       the Chase Credit Card Owner Trust Series 2001-2 (the "Owner Trust")

Management of Chase Manhattan Bank USA, N.A. (the "Bank") is responsible for
establishing and maintaining effective internal control over its Administration
of the Certificates held by the Owner Trust and the Notes issued by the Owner
Trust ("Administration" of the Owner Trust), which is designed to provide
reasonable assurance regarding the proper Administration of the Owner Trust. The
Bank's internal control system contains self-monitoring mechanisms, and actions
are taken to correct deficiencies as they are identified.

There are inherent limitations in any internal control, including the
possibility of human error and the circumvention or overriding of controls.
Accordingly, even effective internal control can provide only reasonable
assurance with respect to Administration of the Owner Trust. Further, because of
changes in conditions, the effectiveness of internal control may vary over time.

Management of Chase Manhattan Bank USA, N.A. assessed its internal control over
its Administration of the Owner Trust as of December 31, 2003 in relation to the
criteria for effective internal control established in "Internal
Control-Integrated Framework" issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this assessment, management
believes that Chase Manhattan Bank USA, N.A. maintained effective internal
control over the Administration of the Owner Trust as of December 31, 2003,
based on the criteria for effective internal control established in "Internal
Control-Integrated Framework" issued by the Committee of Sponsoring
Organizations of the Treadway Commission.

/s/ Keith Schuck
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Keith Schuck
Senior Vice President/CFO
Chase Manhattan Bank USA, N.A.

/s/ Patricia Garvey
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Patricia Garvey
Senior Vice President
Chase Manhattan Bank USA, N.A.