Exhibit 4.3(A)(3)

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

     THIS Certificate of Trust of Chase Manhattan Auto Owner Trust 1997-C (the
"Trust"), dated as of October 17, 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. ss.3801 et
seq.).

     1. Name. The name of the business trust formed hereby is Chase Manhattan
Auto Owner Trust 1997-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 as of the date filed.

     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