8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 10, 2005

CHASE BANK USA, NATIONAL ASSOCIATION

(Formerly CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION)

(Depositor into the Issuers described herein)

FIRST USA CREDIT CARD MASTER TRUST

(Issuer of the First USA Collateral Certificate)

CHASE CREDIT CARD MASTER TRUST

(Issuer of the Chase Collateral Certificate)

CHASE ISSUANCE TRUST

(Formerly BANK ONE ISSUANCE TRUST)

(Issuer of the Notes)

(Exact name of registrant as specified in its charter)

Laws of the United States	333-118423	22-2382028
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

Chase Bank USA, National Association White Clay Center Building 200 Route 273 Newark, Delaware	19711
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (302) 575-5000

CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION

201 North Walnut Street, Wilmington, Delaware 19801

(Commission File Number 333-67076)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 – Other Events

Item 8.01 Other Events

On May 10, 2005, Chase Bank USA, National Association (formerly Chase Manhattan Bank USA, National Association, the “Bank”), Chase Issuance Trust, a Delaware statutory business trust (the “Issuer”) and Wells Fargo Bank, National Association, as Indenture Trustee and Collateral Agent, entered into the First Amendment to the Amended and Restated Transfer and Servicing Agreement. The First Amendment to the Amended and Restated Transfer and Servicing Agreement is being filed as Exhibit 10.1 to this current report on Form 8-K.

On May 10, 2005, the Issuer and Wells Fargo Bank, National Association, as Indenture Trustee and Collateral Agent, entered into the First Amendment to the Amended and Restated Asset Pool One Supplement. The First Amendment to the Amended and Restated Asset Pool One Supplement is being filed as Exhibit 10.2 to this current report on Form 8-K.

The Amended and Restated Transfer and Servicing Agreement and the Amended and Restated Asset Pool One Supplement and the respective amendments thereto are among the material agreements that govern the conditions to issuance by the Issuer of a series of notes called the CHASEseries.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statement and Exhibits.

The following exhibits are filed as a part of this report:

(10.1	)	First Amendment to the Amended and Restated Transfer and Servicing Agreement, dated as of May 10, 2005, by and among Chase Bank USA, National Association, as Transferor, Servicer and Administrator, Chase Issuance Trust, as Issuer, and Wells Fargo Bank, National Association, as Indenture Trustee and Collateral Agent.
(10.2	)	First Amendment to the Amended and Restated Asset Pool One Supplement, dated as of May 10, 2005, by and between Chase Issuance Trust, as Issuer, and Wells Fargo Bank, National Association, as Indenture Trustee and Collateral Agent.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CHASE BANK USA, NATIONAL ASSOCIATION (formerly known as Chase Manhattan Bank USA, National Association) as Depositor, Transferor and Servicer of the First USA Credit Card Master Trust, the Chase Credit Card Master Trust and the Chase Issuance Trust
By:	/s/ Patricia M. Garvey
	Name:     Patricia M. Garvey
	Title:       Vice President

Date: May 11, 2005

EX-10.1

Exhibit 10.1

FIRST AMENDMENT

TO THE

AMENDED AND RESTATED TRANSFER AND SERVICING AGREEMENT

FIRST AMENDMENT TO THE AMENDED AND RESTATED TRANSFER AND SERVICING AGREEMENT, dated as of May 10, 2005 (this “Amendment”), by and among CHASE BANK USA, NATIONAL ASSOCIATION (formerly known as Chase Manhattan Bank USA, National Association and successor to Bank One, Delaware, National Association, the “Bank”), CHASE ISSUANCE TRUST, a statutory business trust organized under the laws of the State of Delaware (the “Issuer”), having its principal office at c/o Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890-1600, Attention: Corporate Trust Administration, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Indenture Trustee (the “Indenture Trustee”) and Collateral Agent (the “Collateral Agent”).

WHEREAS, First USA Bank, National Association, predecessor to the Bank (the “Original Bank”), Bank One Issuance Trust, predecessor to the Issuer (the “Original Issuer”), and Wells Fargo Minnesota Bank, National Association, predecessor to the Indenture Trustee (the “Original Indenture Trustee”) and Collateral Agent (the “Original Collateral Agent”) have heretofore executed and delivered a Transfer and Servicing Agreement, dated as of May 1, 2002 (as amended and supplemented or otherwise modified through the date hereof, including by the Assumption Agreement, dated as of October 1, 2004, by Chase Manhattan Bank USA, National Association, a national banking association, as successor Transferor, Servicer and Administrator, in favor of and for the benefit of the Issuer, the Indenture Trustee and the Collateral Agent, the “Original Transfer and Servicing Agreement”);

WHEREAS, Chase Manhattan Bank USA, National Association, predecessor to the Bank, the Issuer and the Indenture Trustee and Collateral Agent have heretofore executed and delivered an Amended and Restated Transfer and Servicing Agreement, dated as of October 15, 2004 (the “Agreement”);

WHEREAS, Section 12.01(a) of the Agreement provides that the Agreement may be amended by the Servicer, the Transferor, the Administrator and the Issuer, by a written instrument signed by each of them, without the consent of any of the Noteholders; provided that (i) the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificate, dated the date of any such amendment, stating that the Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied;

WHEREAS, each of the Indenture Trustee and the Owner Trustee has received (i) from the Transferor an Officer’s Certificate stating that the Transferor reasonably believes the Amendment will not have an Adverse Effect and (ii) from each Note Rating Agency, with respect to any Series, Class or Tranche of Notes, the written confirmation that this Amendment

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will not result in the withdrawal or downgrade by such Note Rating Agency of the rating of the Notes of any Series, Class or Tranche currently in effect; and

WHEREAS, all other conditions precedent to the execution of this Amendment have been complied with;

NOW, THEREFORE, the Bank, the Issuer and the Indenture Trustee and Collateral Agent are executing and delivering this Amendment in order to amend the provisions of the Agreement in the manner set forth below.

Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement, or if not therein, the Indenture.

SECTION 1. Amendment to Section 2.13(b)(v). Section 2.13(b)(v) of the Agreement is hereby amended to read in its entirety as follows:

(v) on or before the tenth Business Day prior to the Removal Date, each Note Rating Agency shall have received notice from the Servicer of such proposed removal of the Receivables of such Accounts and, if such removal is pursuant to subclause (ii)(z) above, the Note Rating Agency Condition shall have been satisfied; and

SECTION 2. Ratification of the Agreement. As amended by this Amendment, the Agreement is in all respects ratified and confirmed, and the Agreement, as so amended by this Amendment shall be read, taken and construed as one and the same instrument.

SECTION 3. Severability. If any one or more of the covenants, agreements, provisions or terms or portions thereof of this Amendment shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms or portions thereof shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Amendment and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms or portions of this Amendment.

SECTION 4. Counterparts. This Amendment may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute one and the same instrument.

SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES UNDER THIS AMENDMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written.

CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor, Servicer and Administrator
By:	/s/ Keith W. Schuck
	Name:	Keith W. Schuck
	Title:	President
CHASE ISSUANCE TRUST, as Issuer
By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee on behalf of the Issuer
By:	/s/ Michele C. Harra
	Name:	Michele C. Harra
	Title:	Financial Services Officer
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee and Collateral Agent
By:	/s/ Cheryl Zimmerman
	Name:	Cheryl Zimmerman
	Title:	Assistant Vice President

Acknowledged and Accepted:
WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee
By:	/s/ Michele C. Harra
	Name:	Michele C. Harra
	Title:	Financial Services Officer

EX-10.2

Exhibit 10.2

FIRST AMENDMENT

TO THE

AMENDED AND RESTATED ASSET POOL ONE SUPPLEMENT

FIRST AMENDMENT TO THE AMENDED AND RESTATED ASSET POOL ONE SUPPLEMENT, dated as of May 10, 2005 (this “Amendment”), by and between CHASE ISSUANCE TRUST, a statutory business trust organized under the laws of the State of Delaware (the “Issuer”), having its principal office at c/o Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890-1600, Attention: Corporate Trust Administration, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Collateral Agent (the “Collateral Agent”).

WHEREAS, Bank One Issuance Trust, predecessor to the Issuer (the “Original Issuer”), and Wells Fargo Minnesota Bank, National Association, predecessor to the Collateral Agent (the “Original Collateral Agent”), have heretofore executed and delivered an Asset Pool One Supplement, dated as of May 1, 2002 (the “Original Asset Pool One Supplement”), to the Indenture, dated as of May 1, 2002 (the “Original Indenture”), by and between the Original Issuer and the Original Collateral Agent, the latter in its capacity as indenture trustee (the “Original Indenture Trustee”);

WHEREAS, the Issuer and the Collateral Agent are parties to an Amended and Restated Asset Pool One Supplement, dated as of October 15, 2004 (the “Agreement”), to the Amended and Restated Indenture, dated as of October 15, 2004 (the “Indenture”), by and between the Issuer and the Collateral Agent, the latter in its capacity as indenture trustee (the “Indenture Trustee”);

WHEREAS, Section 6.7 of the Agreement and Section 9.01 of the Indenture provides that the Issuer, without the consent of any of the Noteholders, may amend the Agreement upon delivery of an Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Agreement or of modifying in any manner the rights of the Holders of the Notes under the Indenture, any Indenture Supplement or any Asset Pool Supplement; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee, the Collateral Agent and the Owner Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future and that such amendment does not adversely affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee or the applicable Collateral Agent and (ii) each Note Rating Agency confirms in writing that such amendment will not cause a Ratings Effect;

WHEREAS, each of the Indenture Trustee and the Collateral Agent has received an Issuer Tax Opinion; and each of the Indenture Trustee, the Collateral Agent and the Owner Trustee has received (i) an Officer’s Certificate to the effect that the Issuer reasonably believes that this Amendment will not have an Adverse Effect and is not reasonably expected to have an

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Adverse Effect at any time in the future and that such amendment does not adversely affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee or the applicable Collateral Agent and (ii) from each Note Rating Agency, confirmation in writing that this Amendment will not cause a Ratings Effect; and

WHEREAS, all other conditions precedent to the execution of this Amendment have been complied with;

NOW, THEREFORE, the Issuer and the Collateral Agent are executing and delivering this Amendment in order to amend the provisions of the Agreement in the manner set forth below.

Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement, or if not therein, the Indenture.

SECTION 1. Amendment to Section 2.5(b)(iv). Section 2.5(b)(iv) of the Agreement is hereby amended to read in its entirety as follows:

(iv) on or before the tenth Business Day prior to the Removal Date, each Note Rating Agency shall have received notice from the Servicer of such proposed removal of the Asset Pool One Receivables of such Asset Pool One Accounts and, if such removal is pursuant to subclause (iii)(z) above, the Note Rating Agency Condition shall have been satisfied; and

SECTION 2. Ratification of the Agreement. As amended by this Amendment, the Agreement is in all respects ratified and confirmed, and the Agreement, as so amended by this Amendment shall be read, taken and construed as one and the same instrument.

SECTION 3. Severability. If any one or more of the covenants, agreements, provisions or terms or portions thereof of this Amendment shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms or portions thereof shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Amendment and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms or portions of this Amendment.

SECTION 4. Counterparts. This Amendment may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute one and the same instrument.

SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES UNDER THIS AMENDMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written.

CHASE ISSUANCE TRUST, as Issuer
By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee on behalf of the Issuer
By:	/s/ Michele C. Harra
	Name:	Michele C. Harra
	Title:	Financial Services Officer
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent and not in its individual capacity
By:	/s/ Cheryl Zimmerman
	Name:	Cheryl Zimmerman
	Title:	Assistant Vice President

Acknowledged and Accepted:
CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor, Servicer and Administrator
By:	/s/ Keith W. Schuck
	Name:	Keith W. Schuck
	Title:	President