Exhibit 3.3

                  TRUST AGREEMENT, dated as of November 12, 1996 between Chase
Manhattan Bank USA, N.A., as Seller, Chase Auto Funding Corporation, a Delaware
corporation, as general partner (the "General Partner"), and Wilmington Trust
Company, a Delaware banking corporation, not in its individual capacity but
solely as Owner Trustee (the "Owner Trustee"). The Seller, the General Partner 
and the Owner Trustee hereby agree as follows:

                  1. The trust created hereby shall be known as "Chase Manhattan
Auto Owner Trust 1996-C", in which name the Owner Trustee may engage in the
transactions contemplated hereby, make and execute contracts, and sue and be
sued.

                  2. Each of the Seller and the General Partner hereby assigns,
transfers, conveys and sets over to the Owner Trustee the sum of $1. The Owner
Trustee hereby acknowledges receipt of such amounts in trust from the Seller and
the General Partner, which amounts shall constitute the initial trust estate.
The Owner Trustee hereby declares that it will hold the trust estate in trust
for the Seller and the General Partner. 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. ss.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 Seller, the General Partner and the Owner Trustee 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 upon the written direction of the
Seller or the General Partner to take such action as determined by the Seller to
be necessary to obtain prior to such execution and delivery any licenses,
consents or approvals required by applicable law or otherwise.

                  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 Seller and the General Partner.




                                       2

                  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.

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

                                          By: /s/ Keith Schuck
                                              -------------------
                                              Name: Keith Schuck  
                                              Title: Vice President

                                          CHASE AUTO FUNDING CORPORATION,
                                          as General Partner

                                          By: /s/ Ingrid Grimsley
                                              -----------------------
                                              Name: Ingrid Grimsley 
                                              Title: Vice President

                                          WILMINGTON TRUST COMPANY, not in
                                          its individual capacity but
                                          solely as Owner Trustee

                                          By: /s/ Donald G. MacKeican
                                              ---------------------------
                                              Name: Donald G. MacKeican
                                              Title: Assistant Vice President