ANNUAL CERTIFICATEHOLDERS' STATEMENT
                  _____________________________________________
                             PROVIDIAN MASTER TRUST
                                  SERIES 1997-2
                  _____________________________________________

     Pursuant to the Pooling and  Servicing  Agreement  dated as of June 1, 1993
(as amended and supplemented,  the  "Agreement"),  as supplemented by the Series
1997-2  Supplement dated as of March 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 previous year. The information
which is required to be prepared for the Series 1997-2 Certificates with respect
to the year ended  December 31, 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.  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  Distribution for the Series 1997-2 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.......................$45.194692

     (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................................$45.194692

     (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.................................$0.000000

     (4)  The total amount distributed to Class B Certificateholders  per $1,000
          original certificate principal amount.......................$47.233581

     (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................................$47.233581

     (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.................................$0.000000

B)   Information Regarding the Performance of the Trust

     (1)  Allocation   of   Receivables   Collections   to  the  Series   1997-2
          Certificates

          (a)  The  aggregate  amount of Finance  Charge  Receivables  collected
               during 2001.....................................$1,533,223,016.22

          (b)  The aggregate  amount of  Interchange  collected and allocated to
               the Trust for 2001.................................$80,621,818.00

          (c)  The aggregate  amount of Principal  Receivables  collected during
               2001............................................$7,491,046,087.31

          (d)  The  Floating  Allocation  Percentage  with respect to the Series
               1997-2 Certificates for 2001............................8.299013%

          (e)  The Principal  Allocation  Percentage  with respect to the Series
               1997-2 Certificates for 2001............................8.310888%

          (f)  The Finance  Charge  Receivables  and  Interchange  collected and
               allocated    to    the    Series    1997-2    Certificates    for
               2001..............................................$133,933,187.07

          (g)  The Principal  Receivables  collected and allocated to the Series
               1997-2 Certificates for 2001......................$622,572,426.56

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

          (a)  The Finance  Charge  Receivables  and  Interchange  collected and
               allocated to the Series 1997-2 Certificates.......$133,933,187.08

          (b)  Collection   Account  and  Special  Funding  Account   investment
               earnings allocated to the 1997-2 Certificates.........$812,355.66

          (c)  Principal Funding Account Investment Proceeds...............$0.00

          (d)  Cash Collateral Account Investment Proceeds...........$808,132.60

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

          (f)  Additional  Finance  Charges from other  Series  allocated to the
               Series 1997-2 Certificates............................$103,450.28

          (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  Collections for Series 1997-2 (total of (a), (b), (c),
               (d), (e), (f), (g), (h), (i) and (j) above).......$135,657,125.62

     (3)  Available Principal Collections for Series 1997-2 for 2001

          (a)  The Principal  Receivables  collected and allocated to the Series
               1997-2 Certificates...............................$622,572,426.55

          (b)  Shared  Principal  Collections from other Series allocated to the
               Series 1997-2 Certificates..................................$0.00

          (c)  Additional   amounts  to  be  treated  as   Available   Principal
               Collections pursuant to the Series Supplement......$53,578,737.14

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

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

          (f)  Available Principal  Collections for Series 1997-2 (total of (a),
               (b) and (c) minus (d) and (e) above)..............$676,151,163.69

     (4)  Delinquent Balances in the Trust

          The  aggregate   outstanding   balance  of  the  Accounts  which  were
          delinquent as of the close of business on the last day of 2001.

          (a)  30-59 days               $141,288,232
          (b)  60-89 days                101,103,969
          (c)  90 or more days           194,260,566
                                        ------------
          (d)  Total Delinquencies      $436,652,767

     (5)  Defaulted Amount

          (a)  The aggregate amount of Defaulted Receivables with respect to the
               Trust for 2001....................................$741,779,072.64

          (b)  The  aggregate  Amount of  Recoveries  of  Defaulted  Receivables
               processed during 2001..............................$98,120,651.82

          (c)  The  Defaulted  Amount  for  2001  [Defaulted  Receivables  minus
               Recoveries].......................................$643,658,420.82

          (d)  The  Defaulted  Amount for 2001  allocable  to the Series  1997-2
               Certificates       (the      "Series       1997-2       Defaulted
               Amount")...........................................$53,578,737.13

          (e)  The Class A Defaulted  Amount for 2001 [Series  1997-2  Defaulted
               Amount multiplied by the Class A Percentage].......$43,666,670.76

          (f)  The Class B Defaulted  Amount for 2001 [Series  1997-2  Defaulted
               Amount multiplied by the Class B Percentage]........$5,089,980.03

     (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 the last Distribution Date of 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).........................$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 the  last  Distribution  Date of 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 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 the last  Distribution  Date of 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 the last  Distribution Date  of  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 the last  Distribution  Date of 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) for 2001................$0.000000

          (f)  The total amount reimbursed on the last Distribution Date of 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 the  last  Distribution  Date of 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............................................$0.00

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

          (c)  The  amount  by which the  Collateral  Invested  Amount  has been
               reduced on the last Distribution date of 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 the last  Distribution  Date of 2001 as set  forth in
               items 8(a), (b) and (c).....................................$0.00

          (e)  The total amount reimbursed on the last Distribution Date of 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 the last  Distribution  Date of 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 1997-2 Monthly Servicing Fee paid to the
               Servicer for 2001..................................$12,250,000.00

     (10) Cash Collateral Account

          (a)  The Available  Cash  Collateral  Amount on the last  Distribution
               Date of 2001,  after giving effect  to all deposits,  withdrawals
               and distributions on such Distribution Date........$21,000,000.00

     (11) Class A Monthly Interest

          (a)  Class A Monthly Interest paid during 2001..........$25,783,571.60

     (12) Class B Monthly Interest

          (a)  Class B Monthly Interest paid during 2001...........$3,141,033.11

     (13) Principal Funding Account Amount

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

          (b)  Deposits to the Principal Funding Account are currently scheduled
               to commence on the  Distribution  Date  occurring in August 2003.
               (The initial  funding date for the Principal  Funding Account may
               be modified in certain circumstances in accordance with the terms
               of the Series Supplement.)

     (14) Deficit Controlled Accumulation Amount

          The Deficit Controlled  Accumulation  Amount for the last Distribution
          Date of 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 the last  Distribution  Date of 2001,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date.................................$570,500,000.00

     (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................................1.000000

D)   Class B Invested Amount

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

     (2)  The Class B  Invested  Amount on the last  Distribution  Date of 2001,
          after  giving  effect  to  withdrawals  and   distributions   on  such
          Distribution Date.......................................$66,500,000.00

     (3)  The  Pool  Factor  for the  last  Distribution  Date  of  2001  (which
          represents  the  ratio  of the  Class  B Invested  Amount,  as of such
          Distribution  Date, 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..................................1.0000

E)   Collateral Invested Amount

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

     (2)  The Collateral  Invested Amount on the last Distribution Date of 2001,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date..................................$63,000,000.00

     (3)  The  Collateral  Invested  Amount  as a  percentage  of the sum of the
          Invested Amount on such Distribution Dat.........................9.00%

F)   Receivables Balances

     (1)  The  aggregate  amount of  Principal  Receivables  in the Trust at the
          close of business on the last day of 2001...............$8,005,181,650

     (2)  The aggregate amount of Finance Charge Receivables in the Trust at the
          close of business on the last day of 2001.................$173,045,665

G)   Annualized Percentages

     (1)  The  average  Gross  Yield for 2001 (sum of the  monthly  Gross  Yield
          divided by 12)..................................................19.38%

     (2)  The  average  Net Loss Rate for 2001 (sum of the monthly Net Loss Rate
          divided by 12)...................................................7.66%

     (3)  The average  Portfolio  Yield for 2001 (the average  Gross Yield minus
          the  average  Net Loss Rate for the  Series  1997-2  Certificates  for
          2001)...........................................................11.72%

     (4)  The average  Base Rate for 2001 (sum of the monthly  Base Rate divided
          by 12)...........................................................6.15%

     (5)  The average Net Spread for 2001 (the average Portfolio Yield minus the
          average Base Rate for the Series 1997-2 Certificates for 2001)...5.57%

     (6)  The average  Monthly Payment Rate for 2001 (sum of the monthly Payment
          Rates divided by 12).............................................8.81%

H)   Series 1997-2 Information for the Last Three Distribution Dates in 2001.

     (1)  Gross Yield

          a)   12/17/01                 18.18%
          b)   11/15/01                 18.09%
          c)   10/15/01                 17.82%

     (2)  Net Loss Rate

          a)   12/17/01                  8.81%
          b)   11/15/01                  8.04%
          c)   10/15/01                  7.74%

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

          a)   12/17/01                  4.96%
          b)   11/15/01                  5.25%
          c)   10/15/01                  4.66%

          Three Month Average            4.96%

     (4)  Monthly Payment Rate

          a)   12/17/01                  8.56%
          b)   11/15/01                  8.58%
          c)   10/15/01                  7.98%

                                         PROVIDIAN NATIONAL BANK
                                         Servicer



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