Exhibit 4.3(A)(2)


                            CERTIFICATE OF TRUST OF
                    Chase Manhattan Auto Owner Trust 1996-C


          THIS Certificate of Trust of Chase Manhattan Auto Owner Trust 1996-C
(the "Trust"), dated as of November 12, 1996, is being duly executed and filed
by WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee, to form
a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801
et seq.).

          1.  Name. The name of the business trust formed hereby is Chase 
Manhattan Auto Owner Trust 1996-C.

          2.  Delaware Trustee. The name and business address of the trustee 
of the Trust in the State of Delaware is WILMINGTON TRUST COMPANY, Rodney 
Square North, 1100 North Market Square, Wilmington, Delaware 19890-0001, Attn:
Corporate Trust Administration.

          3.  This Certificate of Trust shall be effective on November 12, 1996.

          IN WITNESS WHEREOF, the undersigned, being the sole trustee of the
Trust, has executed this Certificate of Trust as of the date first-above
written.

                                       WILMINGTON TRUST COMPANY, not in its
                                       individual capacity but solely as trustee
                                       of the Trust

                                       By:  /s/ W. Chris Sponenberg
                                            -------------------------------
                                            Name: W. Chris Sponenberg
                                            Title: Senior Financial Services
                                                   Officer