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                                                                    EXHIBIT 99.2

               [Letterhead of Arthur Andersen LLP Appears Here]





Report of Independent Public Accountants


First USA Bank, National Association:

We have examined management's assertion about First USA Bank, National
Association's (the "Servicer") compliance with the Pooling and Servicing
Agreement dated as of August 1, 1997 between the Servicer and The Bank of New
York, as Trustee for the various Certficateholders and Enhancement Providers of
First NBC Credit Card Master Trust (the "Agreement") and the Series 1997-1 and
1998-1 Supplements thereto (the "Supplements"), as amended (together, the
"Agreements"), during the twelve months ended December 31, 2000. Management is
responsible for the Servicer's compliance with the Agreements. Our
responsibility is to express an opinion on management's assertion about the
Servicer's compliance based on our examination.

Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Servicer's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion.

As discussed in management's assertion, management, in providing its assertion
on compliance, assumed the accuracy of the reports prepared by the Servicer's
third party credit card processor and did not extend its assessment to the
relevant aspects of the Servicer's compliance that are the responsibility of the
third party credit card processor. Accordingly, our examination did not extend
to these aspects of the Servicer's compliance that are the responsibility of the
third party credit card processor, and we do not express an opinion or any other
form of assurance on these compliance aspects.

In our opinion, management's assertion that the Servicer complied with the
covenants and conditions of the Agreements referred to in the first paragraph
during the twelve months ended December 31, 2000, is fairly stated, in all
material respects.


                                         /s/ Arthur Andersen LLP


Chicago, Illinois
March 9, 2001
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               ASSERTION BY FIRST USA BANK, NATIONAL ASSOCIATION



The management of First USA Bank, National Association (the "Servicer") is
responsible for complying with the Pooling and Servicing Agreement dated as of
August 1, 1997 between the Servicer and The Bank of New York (the "Agreement")
and the Series 1997-1 and Series 1998-1 Supplements thereto (the "Supplements"),
as amended (together, the "Agreements").

Management has performed an evaluation of the Servicer's compliance with the
Agreements and based on this evaluation management believes that the Servicer
has complied with the covenants and conditions of the Agreements referred to
above during the twelve months ended December 31, 2000.

In providing this assertion on compliance, we have assumed the accuracy of the
reports prepared by the Servicer's third party credit card processor and did not
extend our assessment to the relevant aspects of the Servicer's compliance that
are the responsibility of the third party credit card processor. Accordingly,
our assessment does not extend to these aspects of the Servicer's compliance
that are the responsibility of the third party credit card processor, and we do
not express any form of assurance on these compliance aspects.



/s/Michael Looney                          /s/Tracie H. Klein
-------------------------------------      -------------------------------------
Michael Looney                             Tracie H. Klein
Executive Vice President - Operations      First Vice President



/s/Jeffrey Rigg
-------------------------------------
Jeffrey Rigg
Senior Vice President - Accounting