Exhibit 4.1



                             CERTIFICATE OF TRUST OF
                     Chase Manhattan Auto Owner Trust 2001-B

     This Certificate of Trust of Chase Manhattan Auto Owner Trust 2001-B (the
"Trust"), dated as of October 5, 2001 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 2001-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 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/ Donald G. MacKelcan
                                            -------------------------------
                                            Name:  Donald G. MacKelcan
                                            Title:  Vice President