Exhibit 28.4
                    CHASE MANHATTAN MARINE OWNER TRUST 1997-A
                           ANNUAL ISSUER'S CERTIFICATE

                            COMPLIANCE WITH INDENTURE

      The undersigned certifies that he is an Authorized Officer of Wilmington
Trust Company, as Owner Trustee for Chase Manhattan Marine Owner Trust 1997-A
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 October 1, 1997 (the "Indenture") and the Sale and Servicing Agreement, dated
as of October 1, 1997 (the "Agreement"), among CITSF, as Servicer, Chase
Manhattan Bank USA, National Association and 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
day of March, 2000.

                                    CHASE MANHATTAN MARINE OWNER TRUST 1997-A
                                    BY:   WILMINGTON TRUST COMPANY, as Owner
                                    Trustee


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

The CIT Group/Sales Financing, Inc., 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.

                                    THE CIT GROUP/SALES
                                    FINANCING, INC., as Servicer


                                    /s/ Frank Garcia
                                    --------------------------------------
                                    Name:  Frank Garcia
                                    Title: Vice President