Exhibit 4.3(B)(3)


                            CERTIFICATE OF TRUST OF
                    Chase Manhattan Auto Owner Trust 1997-B

                  THIS Certificate of Trust of Chase Manhattan Auto Owner Trust
1997-B (the "Trust"), dated as of May 14, 1997, 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 1997-B.

                  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 May 14,
1997.

                  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/ Emmett R. Harmon
                                               --------------------------------
                                               Name:    Emmett R. Harmon
                                               Title:   Vice President