TERMS AGREEMENT
            CLASS B 7.21% ASSET BACKED CERTIFICATES, SERIES 1996-3



                                         June 12, 1996



Chase Securities Inc.,
 as Underwriter
270 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

          In connection with the issuance of the Asset Backed Certificates,
Series 1996-3 (the "Offered Series") of the Chase Manhattan Credit Card Master
Trust, we propose to issue and to sell to you and the other underwriters named
on Schedule I hereto $42,780,000 aggregate amount of the Class B 7.21% Asset
Backed Certificates (the "Class B Certificates"), which constitute a part of the
Offered Series.

          All the provisions contained in the Chase Manhattan Credit Card Master
Trust Underwriting Agreement Standard Terms (June 12, 1996) (the "Standard
Terms") are herein incorporated by reference in their entirety and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein.  The terms of the Offered Series are set
forth in the Registration Statement or Registration Statements and the
Prospectus referred to in the Standard Terms, as supplemented by a prospectus
supplement dated June 12, 1996 (the "Prospectus Supplement"), the form of which
has been supplied by you.  Such Prospectus Supplement sets forth the manner in
which we will offer the Offered Series.  The Offered Series will be issued
pursuant to the Pooling and Servicing Agreement referred to in such Prospectus
Supplement.

          Subject to the terms and conditions set forth herein or incorporated
by reference herein, the Company hereby agrees to sell and we hereby agree to
purchase the Class A Certificates at 99.64375% of their aggregate amount, plus
accrued interest, if any, from June 19, 1996 to the date of payment and
delivery.  Payment for such Offered Series will be due upon delivery thereof at
the offices of Orrick Herrington & Sutcliffe at 666 Fifth Avenue at 10:00 a.m.

 
(New York time) on June 19, 1996, or at such other time not later than five
business days thereafter as shall be designated by us.

          Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below and by returning the signed
copy to us.

                                    Very truly yours,

                                    THE CHASE MANHATTAN BANK (USA),
                                     as Seller


                                    By:  /s/  Keith Schuck 
                                       ___________________________________
                                       Title: Vice President

The foregoing Agreement is hereby
confirmed and accepted as of
the date first above written.

CHASE SECURITIES INC.,
 as Underwriter


By:  /s/ David A. Howard, Jr.
   ________________________________
Title:   Managing Director

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