Exhibit 4.3(B)



     TRUST AGREEMENT, dated as of ___________, 199__, between CHASE MANHATTAN
BANK USA, N.A., a national banking association, as Depositor, and [___________
_______________], a Delaware banking corporation, not in its individual capacity
but solely as Owner Trustee. The Depositor and the Owner Trustee hereby agree as
follows:

     1.   The trust created hereby shall be known as "Chase Manhattan Auto 
Owner Trust 199__-__", in which name the Owner Trustee may conduct the business
of the Trust, make and execute contracts, and sue and be sued.

     2.   The Depositor hereby assigns, transfers, conveys and sets over to the
Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt of
such amount in trust from the Depositor, which amount shall constitute the
initial trust estate. The Owner Trustee hereby declares that it will hold the
trust estate in trust for the Depositor. It is the intention of the parties
hereto that the Trust created hereby constitute a business trust under Chapter
38 of Title 12 of the Delaware Code, 12 Del.C. Section 3801 et seq. and
that this document constitute the governing instrument of the Trust. The Owner
Trustee is hereby authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in the form attached hereto.

     3.   The Depositor and the Owner Trustee, together with the General Partner
named therein, will enter into an amended and restated Trust Agreement,
satisfactory to each such party, to provide for the contemplated operation of
the Trust created hereby. Prior to the execution and delivery of such amended
and restated Trust Agreement, the Owner Trustee shall not have any duty or
obligation hereunder or with respect to the trust estate, except as otherwise
required by applicable law.

     4.   This Trust Agreement may be executed in one or more counterparts.

     5.   The Owner Trustee may resign upon thirty days prior notice to the
Depositor.



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



                                            [                                ]
                                            ----------------------------------,
                                            not in its individual capacity
                                            but solely as Owner Trustee



                                            By:
                                               -------------------------------
                                               Name:
                                               Title:



                                            CHASE MANHATTAN BANK USA, N.A., as
                                              Depositor


                                            By:
                                               -------------------------------
                                               Name:
                                               Title: