ANNUAL CERTIFICATEHOLDERS' STATEMENT
                  _____________________________________________
                             PROVIDIAN MASTER TRUST
                                  SERIES 1997-3
                  _____________________________________________

     Pursuant to the Pooling and  Servicing  Agreement  dated as of June 1, 1993
(as amended and supplemented,  the  "Agreement"),  as supplemented by the Series
1997-3  Supplement  dated as of June 1, 1997 (as amended and  supplemented,  the
"Series Supplement"), between Providian National Bank ("PNB"), formerly known as
First Deposit  National  Bank,  Seller and Servicer,  and Bankers Trust Company,
Trustee,  PNB as Servicer is required to prepare certain  information  each year
regarding    distributions    to   Class   A    Certificateholders,    Class   B
Certificateholders and the Collateral Interest Holder and the performance of the
Providian  Master Trust (the "Trust")  during the period January 1, 2001 to July
16, 2001. The information which is required to be prepared for the Series 1997-3
Certificates  with respect to the period  January 1, 2001 to July 16, 2001,  and
with  respect to the  performance  of the Trust  during 2001 is set forth below.
Certain of the  information  is presented on the basis of an original  principal
amount  of  $1,000  per  Investor  Certificate.  Certain  other  information  is
presented  based on the aggregate  amounts for the Trust as a whole.  Certain of
the  information  is presented on the basis of an original  principal  amount of
$1,000 per Investor Certificate. Certain other information is presented based on
the aggregate  amounts for the Trust as a whole.  Capitalized terms used in this
Certificate have their respective  meanings set forth in the Agreement or Series
Supplement, as applicable.

A)   Information  Regarding the 2001 Distributions for the Series 1997-3 Class A
     Certificates  and  Class B  Certificates  (stated  on the  basis of  $1,000
     original certificate principal amount)

     (1)  The total amount distributed to Class A Certificateholders  per $1,000
          original certificate principal amount....................$1,024.293511

     (2)  The  amount  set  forth  in  A(1)   above   distributed   to  Class  A
          Certificateholders   with  respect  to  interest per $1,000   original
          certificate principal amount................................$24.293511

     (3)  The  amount  set  forth  in  A(1)   above   distributed   to  Class  A
          Certificateholders  with  respect  to  principal per $1,000   original
          certificate principal amount.............................$1,000.000000

     (4)  The total amount distributed to Class B Certificateholders  per $1,000
          original certificate principal amount....................$1,032.643442

     (5)  The  amount  set  forth  in  A(4)   above   distributed   to  Class  B
          Certificateholders   with  respect  to  interest per $1,000   original
          certificate principal amount................................$32.643442

     (6)  The  amount  set  forth  in  A(4)   above   distributed   to  Class  B
          Certificateholders  with  respect  to  principal per $1,000   original
          certificate principal amount.............................$1,000.000000

B)   Information Regarding the Performance of the Trust

     (1)  Allocation   of   Receivables   Collections   to  the  Series   1997-3
          Certificates

          (a)  The  aggregate  amount of Finance  Charge  Receivables  collected
               during   the   period    January    30,    2001   to   June   30,
               2001..............................................$825,780,154.96

          (b)  The aggregate  amount of  Interchange  collected and allocated to
               the  Trust  for  the  period   January   30,  2001  to  June  30,
               2001...............................................$41,242,261.00

          (c)  The aggregate  amount of Principal  Receivables  collected during
               the period January 1, 2001 to June 30, 2001.....$3,893,289,817.95

          (d)  The  Floating  Allocation  Percentage  with respect to the Series
               1997-3 Certificates for 2001............................6.826160%

          (e)  The Principal  Allocation  Percentage  with respect to the Series
               1997-3 Certificates for 2001............................6.974699%

          (f)  The Finance  Charge  Receivables  and  Interchange  collected and
               allocated    to    the    Series    199703    Certificates    for
               2001...............................................$59,184,339.38

          (g)  The Principal  Receivables  collected and allocated to the Series
               1997-3 Certificates for 2001......................$271,545,238.51

     (2)  Available  Finance  Charge  Collections,   Required  Draw  Amount  and
          Reallocated Principal Collections for Series 1997-3 for 2001

          (a)  The Finance  Charge  Receivables  and  Interchange  collected and
               allocated to the Series 1997-3 Certificates........$59,184,339.38

          (b)  Collection   Account  and  Special  Funding  Account   investment
               earnings allocated to the Series 1997-3 Certificates..$800,329.65

          (c)  Principal Funding Account Investment Proceeds.........$501,736.30

          (d)  Cash Collateral Account Investment Proceeds...........$520,992.47

          (e)  Reserve Draw Amount, if applicable..........................$0.00

          (f)  Additional  Finance  Charges from other  Series  allocated to the
               Series 1997-3 Certificates..................................$0.00

          (g)  Payments, if any, on deposit as of the last Determination Date of
               2001 received from any Interest Rate Protection Agreements..$0.00

          (h)  Required Draw Amount, if applicable.........................$0.00

          (i)  Reallocated Collateral Principal Collections................$0.00

          (j)  Reallocated Class B Principal Collections...................$0.00

          (k)  Total  Available  Finance  Charge   Collections  and  Reallocated
               Principal..........................................$61,007,397.80

     (3)  Available Principal Collections for Series 1997-3 for 2001

          (a)  The Principal  Receivables  collected and allocated to the Series
               1997-3 Certificates...............................$271,545,238.51

          (b)  Shared  Principal  Collections from other Series allocated to the
               Series 1997-3 Certificates........................$536,568,449.06

          (c)  Additional   amounts  to  be  treated  as   Available   Principal
               Collections pursuant to the Series Supplement......$21,698,926.99

          (d)  Reallocated Collateral Principal Collections................$0.00

          (e)  Reallocated Class B Principal Collections...................$0.00

          (f)  Available Principal  Collections for Series 1997-3 (total of (a),
               (b) and (c) minus (d).............................$829,812,614.56

     (4)  Delinquent Balances in the Trust

          The  aggregate   outstanding   balance  of  the  Accounts  which  were
          delinquent as of the close of business on June 30, 2001.

          (a)  30-59 days               $134,521,697
          (b)  60-89 days                 94,508,311
          (c)  90 or more days           178,513,552
                                        ------------
          (d)  Total Delinquencies      $407,543,560

     (5)  Defaulted Amount

          (a)  The aggregate amount of Defaulted Receivables with respect to the
               Trust   for  the   period   January   1,   2001   to   June   30,
               2001..............................................$360,782,814.56

          (b)  The  aggregate  Amount of  Recoveries  of  Defaulted  Receivables
               processed   during  the  period  January  1,  2001  to  June  30,
               2001...............................................$47,935,532.69

          (c)  The Defaulted  Amount for the period  January 1, 2001 to June 30,
               2001 [Defaulted Receivavables minus Recoveries]...$312,847,281.87

          (d)  The  Defaulted  Amount for 2001  allocable  to the Series  1997-3
               Certificates       (the      "Series       1997-3       Defaulted
               Amount")...........................................$21,698,926.99

          (e)  The Class A Defaulted  Amount for 2001 (sum of the monthly Series
               1997-3 Class A Defaulted Amount)...................$16,994,341.15

          (f)  The Class B Defaulted  Amount for 2001 (sum of the monthly Series
               1997-3 Class B Defaulted Amount)....................$2,415,868.41

     (6)  Class A Charge-Offs

          (a)  The excess,  if any, of the Class A Defaulted Amount over the sum
               of (i) Available Finance Charge Collections applied to such Class
               A Defaulted  Amount,  (ii) the Available Cash  Collateral  Amount
               applied  to such  Class A  Defaulted  Amount,  (iii)  Reallocated
               Principal  Collections  applied to such Class A Defaulted Amount,
               (iv) the amount by which the Collateral  Invested Amount has been
               reduced in respect of such Class A  Defaulted  Amount and (v) the
               amount by which the Class B Invested  Amount has been  reduced in
               respect of such Class A Defaulted Amount (a "Class A Charge-Off")
               for 2001....................................................$0.00

          (b)  The  amount  of the  Class A  Charge-Off  set  forth in item 6(a)
               above,  per $1,000 original  certificate  principal amount (which
               will have the effect of  reducing,  pro rata,  the amount of each
               Class A Certificateholder's investment) for 2001........$0.000000

          (c)  The total amount  reimbursed on July 16, 2001 in respect of Class
               A Charge-Offs for prior Distribution Dates..................$0.00

          (d)  The  amount  set forth in item 6(c)  above  per  $1,000  original
               certificate  principal  amount  (which will have  the  effect  of
               increasing,    pro   rata,   the   amount   of   each   Class   A
               Certificateholder's investment) for 2001................$0.000000

          (e)  The amount, if any, by which the outstanding principal balance of
               the Class A Certificates  exceeds the  Class A Invested Amount if
               any, as of July 16, 2001,  after giving  effect to all  deposits,
               withdrawals and distributions on such Distribution Date.....$0.00

     (7)  Class B Charge-Offs

          (a)  The excess,  if any, of the Class B Defaulted Amount over the sum
               of (i) Available Finance Charge Collections applied to such Class
               B Defaulted  Amount , (ii) the Available Cash Collateral  Amount,
               (iii) Reallocated  Collateral  Principal  Collections  applied to
               such  Class B  Defaulted  Amount and (iv) the amount by which the
               Collateral  Invested  Amount has been  reduced in respect of such
               Class B Defaulted Amount for 2001...........................$0.00

          (b)  The amount by which the Class B Invested  Amount has been reduced
               on July 16,  2001 in respect  of  Reallocated  Class B  Principal
               Collections.................................................$0.00

          (c)  The amount by which the Class B Invested  Amount has been reduced
               on July 16,  2001 in  respect  of item 6(a)  (together  with item
               7(a), "Class B Charge-Offs")................................$0.00

          (d)  The total  amount by which the Class B  Invested  Amount has been
               reduced  on July 16,  2001 as set  forth in items  7(a),  (b) and
               (c).........................................................$0.00

          (e)  The  amount  set forth in item 7(d)  above  per  $1,000  original
               certificate  principal  amount  (which will have  the  effect  of
               reducing,    pro   rata,    the    amount   of   each   Class   B
               Certificateholder's investment).........................$0.000000

          (f)  The  total  amount  reimbursed  on July 16,  2001 in  respect  of
               reductions in the Class B Invested  Amount on prior  Distribution
               Date........................................................$0.00

          (g)  The  amount  set forth in item 7(f)  above  per  $1,000  original
               certificate  principal  amount  (which will have  the  effect  of
               increasing,    pro   rata,   the   amount   of   each   Class   B
               Certificateholder's investment).........................$0.000000

          (h)  The amount, if any, by which the outstanding principal balance of
               the Class B Certificates  exceeds the Class B Invested  Amount if
               any, as of July 16, 2001,  after giving  effect to all  deposits,
               withdrawals and distributions on such Distribution Date.....$0.00

     (8)  Reductions in the Collateral Interest

          (a)  The  excess,  if any,  of the  Collateral  Defaulted  Amount over
               Available Finance Charge  Collections  applied to such Collateral
               Defaulted Amount on July 16, 2001...........................$0.00

          (b)  The  amount  by which the  Collateral  Invested  Amount  has been
               reduced  on July 16,  2001 in  respect  of Reallocated  Principal
               Collections.................................................$0.00

          (c)  The  amount  by which the  Collateral  Invested  Amount  has been
               reduced  on July  16,  2001 in  respect  of  items  6(a) and 7(a)
               above.......................................................$0.00

          (d)  The total amount by which the Collateral Invested Amount has been
               reduced  on July 16,  2001 as set  forth in items  8(a),  (b) and
               (c).........................................................$0.00

          (e)  The  total  amount  reimbursed  on July 16,  2001 in  respect  of
               reductions   in  the   Collateral   Invested   Amount   on  prior
               Distribution Dates..........................................$0.00

          (f)  The amount, if any, by which the outstanding principal balance of
               the Collateral Interest  exceeds the Collateral  Invested Amount,
               if any, as of July 16, 2001, after giving effect to all deposits,
               withdrawals and distributions on the Distribution Date......$0.00

     (9)  Investor Monthly Servicing Fee

          (a)  The amount of the Series 1997-3 Monthly Servicing Fee paid to the
               Servicer for 2001...................................$4,234,772.51

     (10) Cash Collateral Account

          (a)  The  Available  Cash  Collateral  Amount on July 16, 2001,  after
               giving effect to all deposits,  withdrawals and  distributions on
               such Distribution Date......................................$0.00

     (11) Class A Monthly Interest

          (a)  Class A Monthly Interest paid during 2001..........$13,859,448.09

     (12) Class B Monthly Interest

          (a)  Class B Monthly Interest paid during 2001...........$2,170,788.87

     (13) Principal Funding Account Amount

          (a)  The amount on deposit in the  Principal  Funding  Account on July
               16, 2001,  after giving effect to  all deposits,  withdrawals and
               distributions on such Distribution Date.....................$0.00

          (b)  Deposits  to  the  Principal  Funding  Account  commenced  on the
               Distribution Date occurring in April 2001.

     (14) Deficit Controlled Accumulation Amount

          The Deficit  Controlled  Accumulation  Amount for July 16, 2001, after
          giving effect to all deposits,  withdrawals and  distributions on such
          Distribution Date................................................$0.00

     (15) Reserve Account (if applicable)

          (a)  The amount on deposit in the Reserve Account,  if funded,  on the
               last  Distribution  Date of  2001,  after  giving  effect  to all
               deposits, withdrawals and distributions on such Distribution Date
               and the related Transfer Date...............................$0.00

          (b)  The Required  Reserve  Account  Amount,  if any,  selected by the
               Servicer....................................................$0.00

C)   Class A Invested Amount

     (1)  The Class A Initial Invested Amount....................$570,500,000.00

     (2)  The Class A Invested  Amount on July 16, 2001,  after giving effect to
          all  deposits,  withdrawals  and  distributions  on such  Distribution
          Date.............................................................$0.00

     (3)  The  Pool  Factor  for the  last  Distribution  Date  of  2001  (which
          represents  the  ratio  of the  Class A  Invested  Amount,  as of such
          Distribution  Date, after giving effect to any adjustment in the Class
          A Invested  Amount on such  Distribution  Date, to the Class A Initial
          Invested Amount). The amount of a Class A Certificateholder's pro rata
          share of the Class A Invested  Amount can be determined by multiplying
          the  original   denomination   of  the  Class  A   Certificateholder's
          Certificate by the Pool Factor................................0.000000

D)   Class B Invested Amount

     (1)  The Class B Initial Invested Amount.....................$66,500,000.00

     (2)  The Class B Invested  Amount on July 16, 2001,  after giving effect to
          all  deposits,  withdrawals  and  distributions  on such  Distribution
          Date.............................................................$0.00

     (3)  The  Pool  Factor  for the  last  Distribution  Date  of  2001  (which
          represents  the ratio of the Class B Invested  Amount,  as of July 16,
          2001,  after giving  effect to any  adjustment in the Class B Invested
          Amount on such  Distribution  Date,  to the  Class B Initial  Invested
          Amount). The amount of a Class B Certificateholder's pro rata share of
          the Class B  Invested  Amount can be  determined  by  multiplying  the
          original denomination of the Class B  Certificateholder's  Certificate
          by the Pool Factor............................................0.000000

E)   Collateral Invested Amount

     (1)  The Collateral Initial Invested Amount..................$63,000,000.00

     (2)  The Collateral  Invested Amount on July 16, 2001,  after giving effect
          to all deposits,  withdrawals and  distributions on such  Distribution
          Date.............................................................$0.00

     (3)  The  Collateral  Invested  Amount  as a  percentage  of the sum of the
          Invested Amount on such Distribution Dat.........................0.00%

F)   Receivables Balances

     (1)  The  aggregate  amount of  Principal  Receivables  in the Trust at the
          close of business on June 30, 2001......................$8,338,012,644

     (2)  The aggregate amount of Finance Charge Receivables in the Trust at the
          close of business on June 30, 2001........................$179,696,251

G)   Annualized Percentages

     (1)  The  average  Gross  Yield for 2001 (sum of the  monthly  Gross  Yield
          divided by 6)...................................................20.28%

     (2)  The  average  Net Loss Rate for 2001 (sum of the monthly Net Loss Rate
          divided by 6)....................................................7.03%

     (3)  The average  Portfolio  Yield for 2001 (the average  Gross Yield minus
          the  average  Net Loss Rate for the  Series  1997-3  Certificates  for
          2001)...........................................................13.25%

     (4)  The average  Base Rate for 2001 (sum of the monthly  Base Rate divided
          by 6)............................................................6.18%

     (5)  The average Net Spread for 2001 (the average Portfolio Yield minus the
          average Base Rate for the Series 1997-3 Certificates for 2001)...7.07%

     (6)  The average  Monthly  Payment  Rate (sum of the monthly  Payment  Rate
          divided by 6)....................................................9.00%

H)   Series 1997-3 Information for the Last Three Distribution Dates

     (1)  Gross Yield

          a)   07/16/01                 20.95%
          b)   06/15/01                 16.58%
          c)   05/15/01                 19.77%

     (2)  Net Loss Rate

          a)   07/16/01                  6.11%
          b)   06/15/01                  6.74%
          c)   05/15/01                  8.75%

     (3)  Net Spread (Portfolio Yield Minus Base Rate)

          a)   07/16/01                  8.77%
          b)   06/15/01                  8.60%
          c)   05/15/01                  4.35%

          Three Month Average            7.24%

     (4)  Monthly Payment Rate

          a)   07/16/01                  9.29%
          b)   06/15/01                  9.12%
          c)   05/15/01                  8.84%

                                         PROVIDIAN NATIONAL BANK
                                         Servicer



                                         By: /s/ Daniel Sanford
                                             -----------------------------------
                                             Name:  Daniel Sanford
                                             Title: Senior Vice President and
                                                    Controller