Exhibit 99.2



Report of Independent Accountants



To the Board of Directors of Chase Bank USA, N.A.,

Transferor and Servicer



We have examined managements assertion,
included in the accompanying Management Report on Internal Control over Servicing of Securitized Credit Card Receivables, that Chase Bank USA, NA (the Bank, formerly known as Chase Manhattan Bank USA, N.A.), as servicer of
the First USA Credit Card Master Trust (the Trust), maintained effective internal control over servicing of securitized credit card receivables as of December 31, 2004, in compliance with the First USA Credit Card Master Trust Amended
and Restated Pooling and Servicing Agreement dated as of March 28, 2002, based upon the criteria for effective internal control established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission. The Banks management is responsible for maintaining effective internal control over servicing of securitized credit card receivables. Our responsibility is to express an opinion on managements assertion based on
our examination.



Our examination was conducted in accordance with attestation
standards established by the American Institute of Certified Public Accountants and, accordingly, included obtaining an understanding of internal control over servicing of the securitized credit card receivables, testing and evaluating the design
and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion.



Because of inherent limitations in any internal control, misstatements due to error or fraud
may occur and not be detected. Also, projections of any evaluation of internal control over servicing of securitized credit card receivables to future periods are subject to the risk that the internal control may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



In our opinion, managements assertion that Chase Bank USA, NA, as servicer of the First USA Credit Card Master Trust, maintained effective internal control over servicing of securitized credit card receivables
as of December 31, 2004, in compliance with the First USA Credit Card Master Trust Amended and Restated Pooling and Servicing Agreement dated as of March 28, 2002, is fairly stated, in all material respects, based upon the criteria for effective
internal control established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.



March 29, 2005



PricewaterhouseCoopers





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LOGO



Chase Bank USA, N.A.

201 N. Walnut Street

Wilmington, DE 19813



March 29, 2005



Management Report on Internal Control over

Servicing of Securitized Credit Card Receivables



Management of Chase Bank USA, NA (the Bank), as servicer of the First USA Credit Card Master Trust (the Trust), is responsible for establishing and maintaining effective internal control over
servicing of securitized credit card receivables, which is designed to provide reasonable assurance regarding the proper servicing of securitized credit card receivables, in compliance with the First USA Credit Card Master Trust Amended and Restated
Pooling and Servicing Agreement dated as of March 28, 2002.



There are inherent
limitations in any internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal control can provide only reasonable assurance with respect to servicing of
securitized credit card receivables. Further, because of changes in conditions, the effectiveness of internal control may vary over time.



Management of the Bank, as servicer of the First USA Credit Card Master Trust, assessed its internal control over servicing of securitized credit card receivables as of
December 31, 2004, in compliance with the First USA Credit Card Master Trust Amended and Restated Pooling and Servicing Agreement dated as of March 28, 2002, in relation to the criteria for effective internal control established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that the Bank, as servicer of the First USA Credit Card Master Trust, maintained
effective internal control over servicing of securitized credit card receivables as of December 31, 2004, in compliance with the First USA Credit Card Master Trust Amended and Restated Pooling and Servicing Agreement dated as of March 28, 2002,
based on the criteria for effective internal control established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.



|                       
|-----------------------
|                       
|/s/ Raymond Fischer    
|Raymond Fischer        
|Chief Financial Officer
|Chase Bank USA, NA     
|                       
|/s/ Keith Schuck       
|Keith Schuck           
|President              
|Chase Bank USA, NA