Exhibit 25
         _____________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            _________________________

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                   ___________________________________________
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ___X_____
                    ________________________________________

                               JPMORGAN CHASE BANK
               (Exact name of trustee as specified in its charter)

New York                                                             13-4994650
(State of incorporation                                       (I.R.S.  employer
if not a national bank)                                    identification  No.)

270 Park Avenue
New York, New York                                                        10017
(Address of principal executive offices)                             (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)
                  ____________________________________________
                             Chesapeake Funding LLC
               (Exact name of obligor as specified in its charter)

Delaware                                                             51-0391968
(State or other jurisdiction of                                (I.R.S. employer
incorporation or organization)                              identification No.)
307 International Circle
Hunt Valley, Maryland                                                     21030
(Address of principal executive offices)                             (Zip Code)

               __________________________________________________
                               Asset Backed Notes
       Series 2003-2 Floating Rate Callable Asset Backed Notes, Class A-1
       Series 2003-2 Floating Rate Callable Asset Backed Notes, Class A-2
                       (Title of the indenture securities)
         ______________________________________________________________

<PAGE>

                                     GENERAL

Item 1. General Information.

        Furnish the following information as to the trustee:

        (a) Name and address of each examining or supervising authority to which
it is subject.

        New York State Banking Department, State House, Albany, New York 12110.

        Board of Governors of the Federal Reserve System, Washington, D.C.,
        20551.

        Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New
        York, N.Y., 10045

        Federal Deposit Insurance Corporation, Washington, D.C., 20429.


        (b) Whether it is authorized to exercise corporate trust powers.

            Yes.

Item 2. Affiliations with the Obligor.

        If the obligor is an affiliate of the trustee, describe each such
affiliation.

        None.

                                      -1-
<PAGE>

Item 16.  List of Exhibits

          List below all exhibits filed as a part of this Statement of
          Eligibility.

          1. A copy of the Restated Organization Certificate of the Trustee
dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001
(see Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

          2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001, in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

          3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

          4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76894, which is
incorporated by reference).

          5. Not applicable.

          6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation, was renamed JPMorgan Chase Bank.

          7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

          8. Not applicable.

          9. Not applicable.

                                    SIGNATURE

          Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 31st of October 2003.

                                     JPMORGAN CHASE BANK

                                        By /s/ Wen Hao Wang
                                           -------------------------------------
                                           Wen Hao Wang
                                           Assistant Vice President

                                       -2-

<PAGE>

                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                               JPMorgan Chase Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business June 30, 2003, in
         accordance with a call made by the Federal Reserve Bank of this
         District pursuant to the provisions of the Federal Reserve Act.


                                                                 Dollar Amounts
                     ASSETS                                        in Millions


Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin .....................................          $  22,657
     Interest-bearing balances .............................             10,600
Securities:
Held to maturity securities.................................                268
Available for sale securities...............................             76,771
Federal funds sold and securities purchased under
     agreements to resell ..................................
     Federal funds sold in domestic offices                               3,844
     Securities purchased under agreements to resell                     86,290
Loans and lease financing receivables:
     Loans and leases held for sale.........................             31,108
     Loans and leases, net of unearned income                        $  166,046
     Less: Allowance for loan and lease losses                            3,735
     Loans and leases, net of unearned income and
     allowance .............................................            162,311
Trading Assets .............................................            186,546
Premises and fixed assets (including capitalized leases)....              6,142
Other real estate owned ....................................                133
Investments in unconsolidated subsidiaries and
     associated companies...................................                696
Customers' liability to this bank on acceptances
     outstanding ...........................................                225
Intangible assets
        Goodwill                                                          2,201
        Other Intangible assets                                           3,058
Other assets ...............................................             68,983
TOTAL ASSETS ...............................................         $  661,833

==========

<PAGE>

                                   LIABILITIES
Deposits
     In domestic offices ...................................           $189,571
     Noninterest-bearing ...................................            $82,747
     Interest-bearing ......................................            106,824
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's ................................            125,990
     Noninterest-bearing....................................             $6,025
     Interest-bearing ......................................            119,965

Federal funds purchased and securities sold under agree-
ments to repurchase:
     Federal funds purchased in domestic offices                          4,978
     Securities sold under agreements to repurchase                     114,181
Trading liabilities ........................................            129,299
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases)..............             10,186
Bank's liability on acceptances executed and outstanding....                225
Subordinated notes and debentures...........................              8,202
Other liabilities ..........................................             41,452
TOTAL LIABILITIES ..........................................            624,084
Minority Interest in consolidated subsidiaries..............                104

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus...............                  0
Common stock ...............................................              1,785
Surplus  (exclude all surplus related to preferred stock)...             16,304
Retained earnings...........................................             18,426
Accumulated other comprehensive income......................              1,130
Other equity capital components.............................                  0
TOTAL EQUITY CAPITAL .......................................             37,645
                                                                       ________
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL               $661,833
                                                                       ========

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                               JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.



                                    WILLIAM B. HARRISON, JR.)
                                    HANS W. BECHERER        )DIRECTORS
                                    FRANK A. BENNACK, JR.   )