1
                         Independent Auditors' Report
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The Board of Directors
Mercedes-Benz Credit Corporation:

We have audited the accompanying combined balance sheets of Mercedes-Benz
Credit Corporation and subsidiaries and Mercedes-Benz Leasing Mexico, S.A. de
C.V. as of December 31, 1996 and 1995, and the related combined statements of
income, stockholder's equity, and cash flows for the years then ended.  These
combined financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these combined
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion. 

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Mercedes-Benz Credit
Corporation and subsidiaries and Mercedes-Benz Leasing Mexico, S.A. de C.V. as
of December 31, 1996 and 1995, and the results of their operations and their
cash flows for the years then ended in conformity with generally accepted
accounting principles.



/s/ KPMG Peat Marwick LLP



January 24, 1997