|SECURITIES AND EXCHANGE COMMISSION                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Washington, D.C.  20549                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|FORM 10-K                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(Mark One)                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                                                                                                                                                                                                                                                                                                                                                                                   
|For the fiscal year ended December 31, 2003                                                                                                                                                                                                                                                                                                                                                                                                                                
|OR                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                                                                                                                                                                                                                                                                                                                                                                               
|For the transition period from ______ to _______                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Commission File Nos. 333-36405-02                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|HOUSEHOLD CONSUMER LOAN TRUST 1997-2                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(Exact name of Registrant as specified in Department                                                                                                                                                                                                                                                                                                                                                                                                                       
|of the Treasury, Internal Revenue Service Form SS-4)                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|HOUSEHOLD FINANCE CORPORATION                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(Servicer of the Trust)                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(Exact name as specified in Servicer's charter)                                                                                                                                                                                                                                                                                                                                                                                                                            
|DELAWARE(State or other jurisdiction of incorporation of Servicer)                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2700 SANDERS ROAD, PROSPECT HEIGHTS, ILLINOIS         60070                                                                                                                                                                                                                                                                                                                                                                                                                
|(Address of principal executive offices of Servicer)                        (Zip Code)                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Servicer's telephone number, including area code (847) 564-5000                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                                                                                                   
|Yes X          No _____                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [X]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).  Yes [   ]  No [X]
|Registrant has no voting or nonvoting class common equity outstanding as of the date of this report.                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

|INTRODUCTORY NOTE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Household Consumer Loan Trust 1997-2 (the "Issuer") is the issuer of Household Consumer Loan Asset-Backed Notes, Series 1997-2 (the "Notes") which were issued pursuant to an indenture, dated as of November 1, 1997 between the Issuer and The Bank of New York, as indenture trustee.  The Notes were secured by a participation interest (the "Series 1997-2 Participation") in certain consumer loan receivables held by Household Consumer Loan Deposit Trust I (the "Deposit Trust").  The Deposit Trust was formed pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of September 1, 1995, by and among Household Consumer Loan Corporation, as Seller (the "Seller"), Household Finance Corporation, as servicer (the "Servicer") and The Chase Manhattan Bank, N. A., as deposit trustee (the "Deposit Trustee").
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|The Issuer was formed pursuant to a Trust Agreement, dated as of November 1, 1997 (the "Trust Agreement") between the Seller and The Chase Manhattan Bank Delaware, as owner trustee (the "Owner Trustee").  In addition to the Notes, pursuant to the Trust Agreement, the Issuer also issued the Household Consumer Loan Asset-Backed Certificates, Series 1997-2 (the "Certificates") which were not registered under the Securities Act of 1933, as amended.                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|As of December 31, 2003, the outstanding principal balance of the Series 1997-2 Certificates was approximately $92,538,907.  The Servicer has prepared this Form 10-K on behalf of the Registrant in reliance upon various no-action letters issued by the Securities and Exchange Commission (the "Commission") to other trusts substantially similar to the Trust.  Items designated herein as "Not Applicable" have been omitted as a result of this reliance.                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|PART I                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Item 1.	Business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Not Applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Item 2.	Properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Not Applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Item 3.	Legal Proceedings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|The Servicer is not aware of any material pending legal proceedings involving either the Registrant, the Owner Trustee, the Seller or the Servicer with respect to the Notes and Certificates or the Registrant's property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Item 4.	Submission of Matters to a Vote of Security Holders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|No vote or consent of the holders of the Notes (the "Noteholders") was solicited for any purpose during the year ended December 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|PART II                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Item 5.	Market for Registrant's Common Equity and Related Stockholder Matters.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|To the best knowledge of the Servicer, there is no established public trading market for the Notes.  At March 25, 2004, there were less than 300 holders of record for each class of Notes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Item 6.	Selected Financial Data.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Not Applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Not Applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Item 8.	Financial Statements and Supplementary Data.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Not Applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|None.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Item 9a.  Controls and Procedures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Not Applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|PART III                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Item 10.	Directors and Executive Officers of the Registrant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Not Applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Item 11.	Executive Compensation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Not Applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Item 12.	Security Ownership of Certain Beneficial Owners and Management.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|The following table sets forth (i) the name and address of each entity which holds of record more than 5% of the outstanding principal amount of the Class A-1, Class A-2  and Class A-3 Notes, (ii) the principal amount of Notes owned by each, and (iii) the percent that the principal amount of Notes owned represents of the outstanding principal amount.  The information set forth in the table is based upon information obtained by the Servicer from the Trustee and from The Depository Trust Company as of February 24, 2004.  The Servicer is not aware of any Schedules 13D or 13G filed with the Securities and Exchange Commission in respect of the Notes.                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Name and Address                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Series 1997-2 Class A-1 Noteholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|State Street Bank and Trust Company
Global Corp. Action Unit JAB 5NW
1776 Heritage Drive
No. Quincy, MA 02171                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|JPMorgan Chase Bank
Proxy/Class Action/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|The Bank of New York
925 Patterson Plank Road
Secaucus, NJ 07094                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Mellon Trust of New England, National Association
525 William Penn Place, Suite 3418
Pittsburgh, PA  15259                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|UFJ Trust Company of New York
666 Fifth Avenue, 33rd Floor
New York, NY  11217                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|HSBC Bank USA Omnibus
140 Broadway
New York, NY 10015                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



|                                                                                                            | Amount OwnedAll dollar amounts are in thousands
|----------------------------------------------------------------------------------------------------------- | -----------------------------------------------
|Name and Address                                                                                            | Principal                                      
|Series 1997-2 Class A-2 Noteholders                                                                         |                                                
|Wells Fargo Bank Minnesota, N.A.
Issuer Services
C/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY  11717 | $19,150                                        
|The Bank of New York
One Wall Street
New York, NY 10286                                                     | $16,000                                        
|Mellon Trust of New England, National Association
525 William Penn Place, Suite 3418
Pittsburgh, PA  15259  | $12,000                                        



|                                                                                                                                                                                                                                                                                                                                                                                   | Amount OwnedAll dollar amounts are in thousands                                                                                 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------
|Name and Address                                                                                                                                                                                                                                                                                                                                                                   | Principal                                                                                                                       
|Series 1997-2 Class A-3 Noteholders                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                 
|The Bank of New York
One Wall Street
New York, NY 10286                                                                                                                                                                                                                                                                                                                            | $26,000                                                                                                                         
|JPMorgan Chase Bank
Proxy/Class Action/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254                                                                                                                                                                                                                                                                                            | $20,000                                                                                                                         
|Goldman, Sachs & Co.
180 Maiden Lane
New York, NY  10038                                                                                                                                                                                                                                                                                                                           | $20,000                                                                                                                         
|Citigroup Global Markets Inc./Salomon Brothers
333 W. 34th Street, 3rd Floor
New York, NY  10001                                                                                                                                                                                                                                                                                   | $11,500                                                                                                                         
|Citibank, N.A.
3800 Citicorp Center B3-15
Tampa, FL 33610                                                                                                                                                                                                                                                                                                                          | $7,500                                                                                                                          
|Wells Fargo Bank Minnesota, N.A.
Issuer Services
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY  11717                                                                                                                                                                                                                                                                        | $5,000                                                                                                                          
|Item 13. Certain Relationships and Related Transactions.                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                  
|None or Not Applicable.                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                  
|Item 14. Principal Accountant Fees and Services.                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                  
|Not Applicable.                                                                                                                                                                                                                                                                                                                                                                   
|PART IV                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                  
|Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                  
|(a)	List the following documents filed as a part of the report:                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                  
|(1)	Financial Statements                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                  
|Not Applicable.                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                  
|(2)	Financial Statement Schedules                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                  
|Not Applicable.                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                  
|(3)  The Servicer is obligated to prepare an Annual Statement to Noteholders for the year ended December 31, 2003, and Independent Public Accountants are required to prepare an Annual Servicing Report pertaining to the compliance of the Servicer with its servicing obligations pursuant to the Agreement.  Copies of said documents are filed as exhibits to this Form 10-K.
|                                                                                                                                                                                                                                                                                                                                                                                  
|(b)	The Registrant filed the following current reports on Form 8-K for the fourth quarter of 2003:                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                  
|Date of Reports                                                                                                                                                                                                                                                                                                                                                                    | Items Covered                                                                                                                   
|October 24, 2003
November 26, 2003
December 23, 2003.                                                                                                                                                                                                                                                                                                                              | Item 7. Statement to Noteholders with respect to distribution made on October 15, 2003, November 17, 2003 and December 15, 2003.
|(c)
Exhibit 99(a)                                                                                                                                                                                                                                                                                                                                                                  | Annual Statement to Noteholders for the year ended December 31, 2003.                                                           
|Exhibit 99(b)                                                                                                                                                                                                                                                                                                                                                                      | Independent Accountants' Report dated February 28, 2004.                                                                        
|Exhibit 99(c)                                                                                                                                                                                                                                                                                                                                                                      | Annual Servicer's Certificate dated March 25, 2004.                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                 
|(d)  Not Applicable.                                                                                                                                                                                                                                                                                                                                                              



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|SIGNATURES                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                      
|Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Servicer has duly caused this report to be signed on behalf of the Household Consumer Loan Trust 1997-2 by the undersigned, thereunto duly authorized.
|                                                                                                                                                                                                                                                      
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|                                                                                                                                                                                                                                                      
|Dated:  March 25, 2004                                                                                                                                                                                                                                



Certification

I, Steven H. Smith, certify that:

1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K
2. Based on my knowledge, the information in these reports, taken as a whole,
3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement for inclusion in these reports is included in these reports;
4. I am responsible for reviewing the activities performed by the servicer under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement,  and except as disclosed in the reports, the servicer has fulfilled its obligations under that agreement; and
5. The reports disclose all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: The Bank of New York and The Depository Trust Company.



Date:  March 25, 2004



_/s/ Steven H. Smith

Steven H. Smith

Assistant Treasurer





|                     |                                                                      
|-------------------- | ---------------------------------------------------------------------
|Exhibit Index       
|                    
|(c)
Exhibit 99(a)    | Annual Statement to Noteholders for the year ended December 31, 2003.
|Exhibit 99(b)        | Independent Accountants' Report dated February 28, 2004.             
|Exhibit 99(c)        | Annual Servicer's Certificate dated March 25, 2004.                  
|                     |                                                                      
|(d)  Not Applicable.