Exhibit 28.4

                     CHASE MANHATTAN AUTO OWNER TRUST 1996-C
                           ANNUAL ISSUER'S CERTIFICATE
                                       of
                            COMPLIANCE WITH INDENTURE

         The undersigned certifies that he is an Authorized Officer of
Wilmington Trust Company, as Owner Trustee for Chase Manhattan Auto Owner Trust
1996-C and that he is duly authorized to execute and deliver this certificate on
behalf of the Issuer in connection with Section 3.9 of the Indenture between the
Issuer and Norwest Bank Minnesota, National Association, as Indenture Trustee,
dated as of December 1, 1996 (the "Indenture") and the Sale and Servicing
Agreement, dated as of December 1, 1996 (the "Agreement"), among Chase Manhattan
Bank USA, National Association, as Servicer, Chase Manhattan Bank USA, National
Association and The Chase Manhattan Bank, as Sellers, and Wilmington Trust
Company, as Owner Trustee. All capitalized terms used herein without definition
shall have the respective meanings specified in the Indenture and the Agreement.

         The undersigned further certifies that a review of the activities of
the Issuer for the preceding calendar year has been made under his supervision
and, to the best of his knowledge, the Issuer has fulfilled its obligations
under the Indenture for the preceding calendar year.

         IN WITNESS WHEREOF, I have affixed hereto my signature as of this 15TH
day of March, 2000.

                     CHASE MANHATTAN AUTO OWNER TRUST 1996-C
                     BY: WILMINGTON TRUST COMPANY, as Owner Trustee



                                            /s/ Denise Geran
                                            ---------------------------------
                                            Name: Denise Geran
                                            Title: Financial Services Officer

Chase Manhattan Bank USA, National Association, as Servicer, hereby requests
that Wilmington Trust Company execute the above Issuer's Certificate and deliver
it to Norwest Bank Minnesota, National Association, as Indenture Trustee.

                                              CHASE MANHATTAN BANK USA,
                                              NATIONAL ASSOCIATION, as Servicer


                                              /s/ Jeffrey D. Hammer
                                              --------------------------------
                                              Jeffrey D. Hammer
                                              Vice President