NORWEST AUTO RECEIVABLES CORP, S-3, 1996-07-11

NORWEST AUTO RECEIVABLES CORP
S-3, 1996-07-11

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As filed with the Securities and Exchange Commission on July __, 1996
Registration No. 333-___

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------

NORWEST AUTO RECEIVABLES CORPORATION
as Seller to the Trusts described herein
(Exact name of Registrant as specified in its charter)

Delaware Not Available
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

NORWEST CENTER
SIXTH AND MARQUETTE
MINNEAPOLIS, MINNESOTA 55479
(612) 667-1234
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

Stanley S. Stroup
Executive Vice President and
General Counsel
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
(612) 667-8858
(Name, address, including zip code, and telephone number, including
area code, of agent for service)

----------------------------

Copies to:

Mary E. Schaffner, Esq. Stuart M. Litwin, Esq.
Norwest Corporation Mayer, Brown & Platt
Sixth and Marquette 190 South La Salle Street
Minneapolis, Minnesota 55479-1026 Chicago, Illinois 60603
(612) 667-2367 (312) 782-0600

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective as
determined by market conditions.

-------------------------

If any of the securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box: [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following
box: [x]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================
Proposed Proposed
Title of maximum maximum
each class of offering aggregate
securities to Amount to be price per offering Amount of
be registered registered unit price registration
(1)(2) (1)(2) fee
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Asset Backed
Securities.... $1,000,000 100% $1,000,000 $344.83
==============================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Also registered hereby are secondary market sales of Securities to be
effected by Norwest Investment Services, Inc., the volume of which cannot
be determined.
</TABLE>
------------------------
<PAGE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SECTION 8(A), MAY DETERMINE.

<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.

PROSPECTUS

SUBJECT TO COMPLETION, DATED JULY __, 1996

NORWEST AUTO TRUSTS
Asset Backed Notes
Asset Backed Certificates

[NORWEST LOGO]

NORWEST AUTO RECEIVABLES CORPORATION
Seller

NORWEST BANK MINNESOTA, N.A.
Servicer
_______________

The Asset Backed Notes (the "Notes") and the Asset Backed Certificates
(the "Certificates" and, together with the Notes, the "Securities")
described herein may be sold from time to time in one or more series, in
amounts, at prices and on terms to be determined at the time of sale and to
be set forth in a supplement to this Prospectus (a "Prospectus
Supplement"). Each series of Securities, which may include one or more
classes of Notes or one or more classes of Certificates (or both), will be
issued by a trust to be formed on or before the issuance date for that
series (each, a "Trust"). Each Trust will be formed pursuant to either a
Trust Agreement to be entered into among Norwest Auto Receivables
Corporation, a Delaware corporation, as seller (the "Seller"), Norwest Bank
Minnesota, N.A., in its capacity as servicer (in such capacity, the
"Servicer"), and the trustee specified in the related Prospectus Supplement
(the "Trustee") or a Pooling and Servicing Agreement to be entered into
among the Trustee, the Seller and the Servicer. If a series of Securities
includes Notes, such Notes of a series will be issued and secured pursuant
to an Indenture between the Trust and the indenture trustee specified in
the related Prospectus Supplement (the "Indenture Trustee") and will
represent indebtedness of the related Trust. The Certificates of a series
will represent fractional undivided interests in the related Trust.
Certain capitalized terms used in this Prospectus are defined in this
Prospectus on the pages indicated in the "Index of Terms" on page [___] of
this Prospectus.

The related Prospectus Supplement will specify which class or classes
of Notes, if any, and which class or classes of Certificates, if any, of
the related series are being offered thereby. The property of each Trust
will include a pool of promissory notes and security agreements and/or
retail installment sales contracts secured by new or used automobiles and
light duty trucks (collectively, the "Receivables"), certain monies received
thereunder on and after the applicable Cutoff Date set forth in the related
Prospectus Supplement, security interests in the vehicles financed thereby,
certain rights under Dealer Agreements, certain Eligible Deposit
Accounts in which collections are held or that serve as credit
enhancement, any other credit enhancements, the proceeds of the foregoing
and any proceeds from claims on certain related insurance policies, all as
described herein and in the related Prospectus Supplement. Each class of
Securities of any series other than any Strip Notes and Strip Certificates
will represent the right to receive a specified amount of payments of
principal and interest on the related Receivables, at the rates, on the
dates and in the manner described herein and in the related Prospectus
Supplement. If a series includes multiple classes of Securities, the
rights of one or more classes of Securities to receive payments may be
senior or subordinate to the rights of one or more of the other classes of
such series. Distributions on Certificates of a series may be subordinated
in priority to payments due on any related Notes to the extent described
herein and in the related Prospectus Supplement.

Prospective investors should consider the "Risk Factors" set forth at page
16 herein.

___________________

ANY NOTES OF A SERIES REPRESENT OBLIGATIONS OF, AND THE CERTIFICATES OF A
SERIES REPRESENT BENEFICIAL INTERESTS IN, THE RELATED TRUST ONLY AND DO
NOT REPRESENT OBLIGATIONS OF OR INTERESTS IN NORWEST AUTO RECEIVABLES
CORPORATION, NORWEST BANK MINNESOTA, N.A., ANY OTHER NORWEST BANK,
NORWEST CORPORATION OR ANY OF THEIR AFFILIATES. NONE OF THE
NOTES, THE CERTIFICATES OR THE RECEIVABLES ARE GUARANTEED
OR INSURED BY, THE FEDERAL DEPOSIT INSURANCE CORPORATION,
ANY OTHER GOVERNMENT AGENCY OR INSTRUMENTALITY, NORWEST
AUTO RECEIVABLES CORPORATION, NORWEST BANK MINNESOTA,
N.A., ANY OTHER NORWEST BANK, NORWEST INVESTMENT
SERVICES, INC., NORWEST CORPORATION OR ANY OF
THEIR AFFILIATES.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

This Prospectus may not be used to consummate sales of Securities offered
hereby unless accompanied by a Prospectus Supplement.
The date of this Prospectus is _______ __, 1996.

A series may include one or more classes of Notes and/or Certificates which
differ as to the timing and priority of payment, interest rate or amount of
distributions in respect of principal or interest or both. A series may
include one or more classes of Notes or Certificates entitled to
distributions in respect of principal with disproportionate, nominal or no
interest distributions, or to interest distributions, with
disproportionate, nominal or no distributions in respect of principal. The
rate of payment in respect of principal of any class of Notes and
distributions in respect of the Certificate Balance of the Certificates of
any class will depend on the priority of payment of such class and the rate
and timing of payments (including prepayments, defaults, liquidations and
repurchases of Receivables) on the related Receivables. A rate of payment
lower or higher than that anticipated may affect the weighted average class
of each class of Securities in the manner described herein and in the
related Prospectus Supplement.

If the Securities are Strip Notes or Strip Certificates, they will be
extremely sensitive to the rate and timing of principal payments, including
prepayments, on the Receivables. Prospective investors should fully
consider the associated risk, including the risk that an extremely rapid
rate of principal prepayments could result in the failure of investors in
the Strip Notes or the Strip Certificates to recoup their initial
investment.

AVAILABLE INFORMATION

The Seller, as originator of each Trust, has filed with the Securities
and Exchange Commission (the "Commission") a Registration Statement
(together with all amendments and exhibits thereto, referred to herein as
the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Notes and the Certificates
offered pursuant to this Prospectus. For further information, reference is
made to the Registration Statement, which may be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549; and at the Commission's regional
offices at Northwestern Atrium Center, 500 West Madison Street, 14th Floor,
Chicago, Illinois 60661 and Seven World Trade Center, New York, New York
10048. Copies of the Registration Statement may be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

All documents filed by the Seller, as originator of any Trust,
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), subsequent to the date of
this Prospectus and prior to the termination of the offering of the
Securities shall be deemed to be incorporated by reference in this
Prospectus. After the initial distribution of the Securities by the
Underwriters and in connection with market making activities by Norwest
Investment Services, Inc., this Prospectus will be distributed with, and
should be read in conjunction with an accompanying supplement to the
Prospectus. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

The Seller will provide without charge to each person, including any
beneficial owner of Securities, to whom a copy of this Prospectus is
delivered, on the written or oral request of such person, a copy of any or
all of the documents incorporated herein or in any related Prospectus
Supplement by reference, except the exhibits to such documents (unless such
exhibits are specifically incorporated by reference in such documents).
Requests for such copies should be directed to the Seller, in care of
___________________, Norwest Corporation, Norwest Center, Sixth and
Marquette, Minneapolis, Minnesota, 55479_____ (Telephone: (612) 667-____).

SUMMARY OF TERMS

The following summary is qualified in its entirety by reference to the
detailed information appearing elsewhere in this Prospectus and by
reference to the information with respect to the Securities of any series
contained in the related Prospectus Supplement to be prepared and delivered
in connection with the offering of such Securities. Certain capitalized
terms used in this summary are defined elsewhere in this Prospectus on the
pages indicated in the "Index of Terms".

Issuer................... The issuer (the "Issuer") with respect to
each series of Securities shall be the Trust
to be formed pursuant to either a Trust
Agreement (as amended and supplemented from
time to time, a "Trust Agreement") among the
Trustee for such Trust (the "Trustee"), the
Seller and the Servicer, or a Pooling and
Servicing Agreement (as amended and
supplemented from time to time, the "Pooling
and Servicing Agreement") among the Trustee,
the Seller and the Servicer.

Seller................... Norwest Auto Receivables Corporation, a
Delaware corporation (the "Seller"). See
"The Seller."

Servicer................. Norwest Bank Minnesota, N.A., a national
banking association (the "Bank" or, in its
capacity as servicer, the "Servicer").

Trustee.................. With respect to each series of Securities,
the Trustee specified in the related
Prospectus Supplement.

Indenture Trustee ....... With respect to each series of Securities
that includes any Notes, the Indenture
Trustee specified in the related Prospectus
Supplement.

The Notes................ A series of Securities may include one or
more classes of Notes, which will be issued
pursuant to an Indenture between the Trust
and the Indenture Trustee (as amended and
supplemented from time to time, an
"Indenture"). The related Prospectus
Supplement will specify which class or
classes, if any, of Notes of the related
series are being offered thereby.

Notes will be available for purchase in
denominations specified in the related
Prospectus Supplement or, if not so
specified, in original denominations of
$1,000 and integral multiples thereof.
Notes may be issued in book-entry form or as
Definitive Notes and, if not otherwise
specified in the related Prospectus
Supplement, will be available in book-entry
form only. Unless the related Prospectus
Supplement provides for the Notes to be
initially issued as Definitive Notes,
beneficial owners of Notes ("Note Owners")
will be able to receive Definitive Notes
only in the limited circumstances described
herein or in the related Prospectus
Supplement. See "Certain Information
Regarding the Securities--Definitive
Securities."

Each class of Notes other than Strip Notes
will have a stated principal amount and will
bear interest at a specified rate or rates
(with respect to each class of Notes, the
"Interest Rate"). Each class of Notes may
have a different Interest Rate, which may be
a fixed, variable or adjustable Interest
Rate, or any combination of the foregoing.
The related Prospectus Supplement will
specify the Interest Rate for each class of
Notes, or the method for determining the
Interest Rate. See "Description of the
Notes" herein and in the related Prospectus
Supplement for any Trust that issues Notes.

With respect to a series that includes two or
more classes of Notes, each class may differ
as to the timing and priority of payments,
seniority, Interest Rate or amount of
payments of principal or interest, or
payments of principal or interest in respect
of any such class or classes may or may not
be made upon the occurrence of specified
events or on the basis of collections from
designated portions of the Receivables Pool.

In addition, a series may include one or more
classes of Notes ("Strip Notes") entitled to
(i) principal payments with
disproportionate, nominal or no interest
payments or (ii) interest payments with
disproportionate, nominal or no principal
payments.

In addition, if the related Prospectus
Supplement provides that the property of a
Trust will include a Pre-Funding Account (as
such term is defined in the related
Prospectus Supplement, the "Pre-Funding
Account"), one or more classes of the
outstanding Notes will be subject to partial
redemption on or immediately following the
end of the applicable Funding Period (as
such term is defined in the related
Prospectus Supplement, the "Funding Period")
in an amount and manner specified in the
related Prospectus Supplement. In the event
of such partial redemption, the Noteholders
may be entitled to receive a prepayment
premium from the Trust, in the amount and to
the extent provided in the related
Prospectus Supplement.

The Certificates......... A series may include one or more classes of
Certificates and may or may not include any
Notes. The related Prospectus Supplement
will specify which class or classes, if any,
of the Certificates are being offered
thereby.

Certificates will be available for purchase
in denominations specified in the related
Prospectus Supplement or, if not so
specified, minimum denominations of $1,000
and integral multiples of $1,000 in excess
thereof. Certificates may be issued in
book-entry form or as Definitive
Certificates and, if not otherwise
specified in the related Prospectus
Supplement, will be available in book-entry
form only. Unless the related Prospectus
Supplement provides for Certificates to be
initially issued as Definitive Certificates,
the beneficial owners of Certificates
("Certificate Owners") will be able to
receive Definitive Certificates only in the
limited circumstances described herein or in
the related Prospectus Supplement. See
"Certain Information Regarding the
Securities--Definitive Securities".

Each class of Certificates other than any
Strip Certificates will have a stated
Certificate Balance specified in the related
Prospectus Supplement (the "Certificate
Balance") and will accrue interest on such
Certificate Balance at a specified rate
(with respect to each class of Certificates,
the "Certificate Rate"). Each class of
Certificates may have a different
Certificate Rate, which may be a fixed,
variable or adjustable Certificate Rate, or
any combination of the foregoing. The
related Prospectus Supplement will specify
the Certificate Rate for each class of
Certificates or the method for determining
the Certificate Rate. See "Description of
the Certificates" herein and in the related
Prospectus Supplement.

With respect to a series that includes two or
more classes of Certificates, each class may
differ as to timing and priority of
distributions, seniority, allocations of
losses, Certificate Rate or amount of
distributions in respect of principal or
interest, or distributions in respect of
principal or interest in respect of any such
class or classes may or may not be made upon
the occurrence of specified events or on the
basis of collections from designated
portions of the Receivables Pool. In
addition, a series may include one or more
classes of Certificates ("Strip
Certificates") entitled to (i) distributions
in respect of principal with
disproportionate, nominal or no interest
distributions or (ii) interest distributions
with disproportionate, nominal or no
distributions in respect of principal.

If a series of Securities includes classes of
Notes, distributions in respect of the
Certificates may be subordinated in priority
of payment to payments on the Notes to the
extent specified in the related Prospectus
Supplement.

If the Seller or Servicer exercises its option
to purchase the Receivables of a Trust in
the event the outstanding Pool Balance is
5% or less of the Initial Pool Balance (or, if
not, and if and to the extent provided in
the related Prospectus Supplement,
satisfactory bids for the purchase of such
If the Seller or Servicer exercises its option
to purchase the Receivables of a Trust in the
event the outstanding Pool Balance is 5% or
less of the Initial Pool Balance (or, if
not, and to the extent provided in the
related Prospectus Supplement, if
satisfactory bids for the purchase of such
Receivables are received by the Applicable
Trustee of a Trust), in the manner and
on the respective terms and conditions
described under "Description of the Transfer
and Servicing Agreements--Termination," the
outstanding Notes will be redeemed as set
forth in the related Prospectus Supplement.

The Trust Property....... The property of each Trust will include a
pool of motor vehicle promissory notes and
security agreements and/or retail installment
sales contracts secured by new or used
automobiles or light duty trucks (collectively,
the "Receivables"), including rights to
receive certain payments made with
respect to such Receivables, security
interests in the vehicles financed thereby
(the "Financed Vehicles"), certain rights
under agreements with automobile or light
duty truck dealers ("Dealer Agreements"),
certain Eligible Deposit Accounts
in which collections are held or that
serve as credit enhancement,
any other credit enhancement and the
proceeds thereof and any proceeds from
claims on certain related insurance
policies. On or before the Closing Date
specified in the related Prospectus
Supplement with respect to a Trust, the
Seller will, if so specified in such
Prospectus Supplement, sell or transfer
Receivables (the "Initial Receivables")
having an aggregate principal balance
specified in the related Prospectus
Supplement as of the dates specified therein
to such Trust pursuant to either a Sale and
Servicing Agreement among the Seller, the
Servicer and the Trust (as amended and
supplemented from time to time, the "Sale
and Servicing Agreement") or, if the Trust
is to be treated as a grantor trust for
federal income tax purposes, the related
Pooling and Servicing Agreement among the
Seller, the Servicer and the Trustee. A
Prospectus Supplement may specify that there
will not be any Initial Receivables sold to
the Trust on the Closing Date and that all
Receivables will be sold to the Trust during
the Funding Period (which may include the
Closing Date) as described below. The
property of each Trust will also include
amounts on deposit in certain trust
accounts, including the related Collection
Account, any Pre-Funding Account, any
Revolving Account, any Reserve Account and
any other account identified in the related
Prospectus Supplement. See "The Trusts"
herein and "The Trust" in the related
Prospectus Supplement.

In addition, to the extent provided in the
related Prospectus Supplement, from time to
time during the related Revolving Period
and/or Pre-Funding Period, as the case may
be, the Seller will purchase from Affiliates
additional Receivables ("Subsequent
Receivables") having an aggregate principal
balance approximately equal to the amount of
principal collections on the related
Receivables deposited in the Revolving
Account from time to time during the
Revolving Period and/or the amount deposited
in the Pre-Funding Account on the related
Closing Date (the "Pre-Funded Amount"), and
will transfer and assign such Subsequent
Receivables to the related Trust in exchange
for the payment to the Seller of funds on
deposit in such Revolving Account or
Pre-Funding Account equal to the aggregate
outstanding principal balance of the
Subsequent Receivables so transferred as of
the applicable subsequent cut-off date. See
"Pre-Funding Account" and "Revolving Account"
below in this summary and "Certain
Information Regarding the Securities--Funding
Period and Revolving Period."

The Receivables ......... The Receivables will generally consist of
(i) motor vehicle promissory notes and
security agreements executed by an Obligor
in favor of an Originator ("Direct Loans")
and/or (ii) motor vehicle retail installment
sales contracts between an Obligor and a
dealer that has signed a Dealer Agreement
with an Originator (a "Dealer"). "Originator"
means, with respect to any Direct Loan or
retail installment sales contract, the
Affiliate that was the lender with respect
to such Direct Loan or that acquired such
retail installment sales contract from a
Dealer. "Affiliate" means a bank
or other nonbank entity owned or acquired
by Norwest Corporation or by its
subsidiaries. Receivables that are to
be included in any Receivables Pool will
be transferred by an Affiliate to
the Seller for purposes of sale
to the applicable Trust. In addition, to the
extent described in any Prospectus
Supplement, the related Receivables Pool may
include Receivables acquired by an Affiliate
through acquisitions. The Receivables for any
given Receivables Pool will be selected from
the contracts owned or to be owned by the
Seller based on the criteria specified in the
Sale and Servicing Agreement or Pooling and
Servicing Agreement, as applicable, and
described herein and in the related
Prospectus Supplement. See "The Receivables
Pools" herein and "The Receivables Pool" in
the related Prospectus Supplement.

Credit and Cash
Flow Enhancement......... If and to the extent specified in the related
Prospectus Supplement, credit enhancement
with respect to a Trust or any class or
classes of Securities may include any one or
more of the following: subordination of one
or more other classes of Securities, a
Reserve Account, over-collateralization,
letters of credit, credit or liquidity
facilities, surety bonds, guaranteed
investment contracts, swaps or other
interest rate protection agreements,
repurchase obligations, yield supplement
agreements, other agreements with respect to
third party payments or other support, cash
deposits or other arrangements. Certain
forms of credit enhancement may contain
limitations on, and exclusions from, coverage
thereunder, which will be described in the
related Prospectus Supplement. See
"Description of the Transfer and Servicing
Agreements--Credit and Cash Flow Enhancement"
herein and in the related Prospectus
Supplement.

Pre-Funding Account...... If specified in the related Prospectus
Supplement, during a Funding Period until
the earliest of (a) the Determination Date
on which the amount on deposit in the
Pre-Funding Account is less than the minimum
amount specified in the related Prospectus
Supplement, (b) the occurrence of an Event
of Default under the Indenture or a Servicer
Termination Event under the Sale and
Servicing Agreement or the Pooling and
Servicing Agreement, as applicable, (c) the
occurrence of certain events of insolvency
with respect to the Seller or the Servicer
or (d) the close of business on a business
day not later than one year after the
applicable Closing Date, in the case of a
Trust that issues Notes, and 90 days after
the applicable Closing Date for any other
Trust, the Pre-Funding Account will be
maintained as a trust account in the name of
the Applicable Trustee. The Pre-Funded
Amount will initially equal the amount
specified in the related Prospectus
Supplement, which may be up to 100% of the
aggregate principal amount of the series of
Securities offered thereunder. During the
Funding Period, the Pre-Funded Amount will
be reduced by the amount thereof used to
purchase Subsequent Receivables in
accordance with the Sale and Servicing
Agreement or the Pooling and Servicing
Agreement, as applicable, and the amounts
thereof deposited in the Reserve Account in
connection with the purchase of such
Subsequent Receivables. Prior to being used
to purchase Subsequent Receivables or paid
to the Noteholders and Certificateholders,
the Pre-Funded Amount will be invested from
time to time in Eligible Investments other
than money market funds. See "Description
of the Transfer and Servicing
Agreements--Accounts" herein and in the
related Prospectus Supplement.

Revolving Account........ If specified in the related Prospectus
Supplement for any Trust that issues Notes,
all principal collections received on the
related Receivables during the
Revolving Period (as such term is defined in
the related Prospectus Supplement, the
"Revolving Period") for such Trust and, on each
Distribution Date during such Revolving
Period, such other amounts described in the
related Prospectus Supplement, will be
deposited in the Revolving Account
(as such term is defined in such
Prospectus Supplement, the "Revolving
Account") for such Trust and, except as
provided below, no principal collections
under the Receivables will be
distributed to the holders of
a series of Securities issued by such Trust
on any Distribution Date occurring during such
Revolving Period. If the amount on deposit
in a Revolving Account at the close of
business on the last day of a calendar month
during the Revolving Period exceeds the
maximum permitted Revolving Account balance
specified in the related Prospectus
Supplement, the holders of such
series of Securities will receive a
distribution of principal on their
Securities on the next Distribution Date in
an amount equal to the amount of such
excess.

In addition, if the related Trust includes a
Revolving Account, a principal payment equal
to the sum of (a) the amount, if any, on
deposit in such Revolving Account as of the
close of business on the first business day
following the applicable Revolving Period
and (b) such other amounts described in the
related Prospectus Supplement for the next
Distribution Date thereafter will be
distributed to the holders of the related
series of Securities on such next
Distribution Date and thereafter principal
distributions will be made to the holders of
the related series of Securities in the
manner otherwise specified herein.

Reserve Account.......... If specified in the related Prospectus
Supplement, a Reserve Account will be
created for each Trust with an initial
deposit of cash or certain investments
having a value equal to the amount specified
in the related Prospectus Supplement. To
the extent specified in the related
Prospectus Supplement, funds in the Reserve
Account will thereafter be supplemented by
the deposit of amounts remaining on any
Distribution Date after making all other
distributions required on such date and any
amounts deposited from time to time from the
Pre-Funding Account and/or Revolving Account
in connection with a purchase of Subsequent
Receivables. Amounts in the Reserve Account
will be available to cover shortfalls in
amounts due to the holders of those classes
of Securities specified in the related
Prospectus Supplement in the manner and
under the circumstances specified therein.
The related Prospectus Supplement will also
specify to whom and the manner and
circumstances under which amounts on deposit
in the Reserve Account (after giving effect
to all other required distributions to be
made by the applicable Trust) in excess of
the Specified Reserve Account Balance (as
defined in the related Prospectus
Supplement, the "Specified Reserve Account
Balance") will be distributed. See
"Description of the Transfer and Servicing
Agreements--Accounts" herein and in the
related Prospectus Supplement.

Transfer and
Servicing Agreements..... With respect to each Trust, the Seller will
sell the related Receivables to such Trust
pursuant to a Sale and Servicing Agreement
or a Pooling and Servicing Agreement. The
rights and benefits of any Trust under a
Sale and Servicing Agreement will be
assigned to the Indenture Trustee as
collateral for the Notes of the related
series. The Servicer will agree with each
Trust to be responsible for servicing,
managing, maintaining custody of and making
collections on the related Receivables. The
Bank will undertake certain administrative
duties under an Administration Agreement
with respect to any Trust that has issued
Notes.

The Seller will be obligated to repurchase
any Receivable if the interest of the
applicable Trust in such Receivable is
materially and adversely affected by a breach
of any representation or warranty made by the
Seller with respect to the Receivable, if
such breach has not been cured following the
discovery by or notice to the Seller of the
breach.

The Servicer will be obligated to purchase
any Receivable if, among other things, it
extends the date for final payment by the
Obligor of such Receivable beyond the
applicable Final Scheduled Maturity Date (as
defined in the related Prospectus
Supplement, the "Final Scheduled Maturity
Date"), changes the annual percentage rate
("APR") or principal balance of such
Receivable or fails to maintain a perfected
security interest in the related Financed
Vehicle.

The Servicer will be entitled to receive a
fee for servicing the Receivables of each
Trust equal to a specified percentage of the
aggregate principal balance of the related
Receivables Pool, as set forth in the
related Prospectus Supplement, and, in
addition to such fee, is entitled to receive
certain late fees, extension fees,
prepayment charges, non-sufficient funds
charges and other administrative fees or
similar charges. See "Description of the
Transfer and Servicing Agreements--Servicing
Compensation and Payment of Expenses."

Advances................. To the extent provided in the related
Prospectus Supplement, on or before the
business day prior to each applicable
Distribution Date or Payment Date, the
Servicer will advance (an "Advance") an
amount generally equal to the lesser of (a)
the excess, if any, of (i) the amount of
interest that would be expected to be
received on the Receivables (other than
Non-Advance Receivables) over (ii) (A) the
actual interest collected by the Servicer
during such Collection Period minus (B)
unreimbursed prior Advances and (b) the
amount (if any) by which (i) the sum of any
unpaid Servicing Fees for the related
Collection Period and prior Collection
Periods and the amount of interest
distributable to Securityholders on the
following Distribution Date exceeds (ii) (A)
an amount equal to the actual interest
collected by the Servicer during such
Collection Period minus (B) unreimbursed
prior Advances. Advances will be made by
the Servicer only to the extent that the
Servicer, in its sole discretion, expects to
recoup the Advance from the following
month's collections of interest and the
funds in the Reserve Account. The Servicer
will be entitled to be reimbursed for
outstanding Advances from subsequent
payments on or with respect to the
Receivables to the extent described herein
and in the related Prospectus Supplement.
As used herein, "Non-Advance Receivables"
means, with respect to any Distribution
Date, any Receivables which became
Defaulted Receivables during the related
Collection Period or which the Servicer,
in its sole discretion, believes are likely
to become Defaulted Receivables. See
"Description of the Transfer and Servicing
Agreements--Advances" herein and in the
related Prospectus Supplement.

Certain Legal Aspects
of the Receivables;
Repurchase Obligations... In connection with the sale of Receivables to
a Trust, security interests in the Financed
Vehicles securing such Receivables will be
assigned by the Seller to such Trust. Due
to administrative burden and expense, the
certificates of title to the Financed
Vehicles will not be amended to reflect the
assignment to such Trust. In the absence of
such an amendment, such Trust may not have a
perfected security interest in the Financed
Vehicles securing the Receivables in some
states. The Seller will be obligated to
repurchase any Receivable sold to a Trust as
to which the Seller has represented that it
has a first perfected security interest in
the name of the Seller in the Financed
Vehicle securing such Receivable, if a
breach of such representation materially and
adversely affects the interest of such Trust
in such Receivable and if a breach of such
representation has not been cured by the
last day of the month that includes the
sixtieth day (or, if the Seller elects, the
thirtieth day) following the discovery by or
notice to the Seller of such breach. If
such Trust does not have a perfected
security interest in a Financed Vehicle, its
ability to realize on such Financed Vehicle
in the event of a default may be adversely
affected.

To the extent the security interest is
perfected, such Trust will have a prior
claim over subsequent purchasers of such
Financed Vehicles and holders of
subsequently perfected security interests.
However, as against liens for repairs of
Financed Vehicles or for taxes unpaid by an
Obligor under a Receivable, or because of
fraud or negligence, such Trust could lose
the priority of its security interest or its
security interest in Financed Vehicles.
Neither the Seller nor the Servicer will
have any obligation to repurchase a
Receivable as to which any of the
aforementioned occurrences result in a
Trust's losing the priority of its security
interest or its security interest in such
Financed Vehicle after the Closing Date.
See "Certain Legal Aspects of the
Receivables."

Federal and state consumer protection laws
impose requirements upon creditors in
connection with extensions of credit and
collections of retail installment loans, and
certain of these laws make an assignee of
such a loan liable to the obligor thereon
for any violation by the lender. The Seller
will be obligated to repurchase any
Receivable which fails to comply with such
requirements. Such repurchase obligation
would not protect the Trust from expenses
associated with a legal action alleging a
violation of such laws in which the Trust is
the prevailing party. See "Certain Legal
Aspects of the Receivables--Consumer
Protection Laws."

Tax Status............... Unless the Prospectus Supplement specifies
that the related Trust will be treated as a
grantor trust, upon the issuance of the
related series of Securities, Federal Tax
Counsel to such Trust will deliver an
opinion to the effect that, for federal
income tax purposes: (i) any Notes of such
series will be characterized as debt and
(ii) such Trust will not be characterized as
an association (or a publicly traded
partnership) taxable as a corporation. In
respect of any such series, each Note Owner,
by the acceptance of a beneficial interest
in a Note of such series, will agree to
treat such Note as indebtedness, and each
Certificate Owner, by the acceptance of a
beneficial interest in a Certificate of such
series, will agree to treat such Trust as a
partnership in which such Certificate Owner
is a partner for federal, state and local
tax purposes. Alternative characterizations
of such Trust and such Certificates are
possible, but would not result in materially
adverse tax consequences to Certificate Owners.

If the Prospectus Supplement specifies that the
related Trust will be treated as a grantor
trust, upon the issuance of the related series
of Certificates, Federal Tax Counsel to such
Trust will deliver an opinion to the effect
that such Trust will be treated as a grantor
trust for federal income tax purposes and will
not be subject to federal income tax.
Accordingly, the Certificate Owners would be
treated as owners of the Receivables for
federal income tax purposes.

See "Federal Income Tax Consequences"
and "Certain State Tax Consequences" for
additional information concerning the
application of federal and state tax laws.

ERISA Considerations..... The related Prospectus Supplement will set
forth certain information as to whether each
class of Securities issued by the related
Trust will be eligible for purchase by
employee benefit plans subject to the
Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or by any
individual retirement account. See "ERISA
Considerations" herein and in the related
Prospectus Supplement.

Rating of Securities..... It is a condition to the issuance of each
class of Securities offered hereby that they
are rated by at least one nationally
recognized statistical rating agency in one
of its generic rating categories which
signifies investment grade. The rating
agencies do not evaluate, and the ratings do
not address, the likelihood that any
prepayment premium will be paid. The
ratings of the Securities address the
likelihood of the timely payment of interest
on and the ultimate payment of principal of
the Securities pursuant to their terms.
There can be no assurance that such ratings
will not be lowered or withdrawn by a Rating
Agency if circumstances so warrant. See
"Risk Factors-Ratings of the Securities."

<PAGE>
RISK FACTORS

Limited Liquidity

There is currently no secondary market for the Securities.
Each Underwriter (as defined in the related Prospectus
Supplement, an "Underwriter") currently intends to make a market
in the Securities for which it is an Underwriter, but it is under
no obligation to do so. There can be no assurance that a
secondary market will develop or, if a secondary market does
develop, that it will provide the Securityholders with liquidity
of investment or that it will continue for the life of the
Securities.

Certain Legal Aspects

Sale and Assignment of Receivables; Security Interest
Considerations. The Seller will cause financing statements to be
filed with the appropriate governmental authorities to perfect
the interest of the related Trust in its purchase of Receivables
from the Seller and in the appropriate jurisdictions in which the
Affiliates are located to perfect the interest of the Seller in
its purchase of Receivables from the Affiliates in accordance
with the UCC in effect in the relevant jurisdiction. The
Servicer will hold the Receivables, either directly or through
subservicers, as custodian for the Applicable Trustee following
the sale and assignment of the Receivables to the related Trust.
The Receivables will not be segregated, stamped or otherwise
marked to indicate that they have been sold to the related Trust.
If through inadvertence or otherwise, another party purchases (or
takes a security interest in) the Receivables for new value in
the ordinary course of business and takes possession of the
Receivables without actual knowledge of the related Trust's
interest, the purchaser (or secured party) will acquire an
interest in the Receivables superior to the interest of the
related Trust.

In connection with the sale of Receivables to a Trust,
security interests in the Financed Vehicles securing such
Receivables will be assigned by the Seller to such Trust
simultaneously with the sale of such Receivables to such Trust.
Due to administrative burden and expense, the certificates of
title to the Financed Vehicles will not be amended to reflect the
assignment to the Trust. In the absence of such an amendment,
such Trust may not have a perfected security interest in the
Financed Vehicles securing the Receivables in some states. The
Seller will be obligated to repurchase any Receivable sold to
such Trust as to which the Seller has breached its representation
that it has a perfected security interest in the name of the
Seller in the Financed Vehicle securing such Receivable as of the
date such Receivable is transferred to such Trust, if such breach
shall materially and adversely affect the interest of such Trust in
such Receivable and if a breach of such representation shall not
have been cured by the last day of the month that includes the
sixtieth day (or, if the Seller elects, the thirtieth day)
following the discovery by or notice to the Seller of such
breach. If such Trust does not have a perfected
security interest in a Financed Vehicle, its ability to
realize on such Financed Vehicle in the event of a default may be
adversely affected, which could result in delays in payments on
the related Notes (if any) and Certificates and possible
reductions in the amount of those payments. The Seller will
assign its rights under each Purchase Agreement to the related
Trust.

To the extent the security interest is perfected, such Trust
will have a prior claim over subsequent purchasers of such
Financed Vehicles and holders of subsequently perfected security
interests. However, as against liens for repairs of Financed
Vehicles or for taxes unpaid by an Obligor under a Receivable, or
through fraud or negligence, such Trust could lose the priority
of its security interest or its security interest in a Financed
Vehicle, which could result in delays in payments on the related
Notes (if any) and Certificates and possible reductions in the
amount of those payments. Neither the Seller nor the Servicer
will have an obligation to repurchase a Receivable as to which
any of the aforementioned occurrences result in such Trust's
losing the priority of its security interest or its security
interest in such Financed Vehicle after the date such security
interest was conveyed to such Trust. See "Certain Legal Aspects
of the Receivables--Security Interest in Vehicles".

Certain Insolvency-Related Matters. The Seller has taken
steps in structuring the transactions described herein and in the
related Prospectus Supplement that are intended to ensure that
the voluntary or involuntary application for relief by Norwest
Corporation or any Affiliate subject to the United States
Bankruptcy Code (the "Bankruptcy Code") under the Bankruptcy Code
or similar applicable state laws ("Insolvency Laws") will not
result in consolidation of the assets and liabilities of the
Seller with those of Norwest Corporation or such Affiliate.
These steps include the creation of the Seller as a separate,
limited-purpose subsidiary pursuant to a certificate of
incorporation containing certain limitations (including
restrictions on the nature of the Seller's business and a
restriction on the Seller's ability to commence a voluntary case
or proceeding under any Insolvency Law without the prior
unanimous affirmative vote of all of its independent directors).
However, there can be no assurance that the activities of the
Seller would not result in a court's concluding that the assets
and liabilities of the Seller should be consolidated with those
of Norwest Corporation or any Affiliate in a proceeding under any
Insolvency Law. See "The Seller."

The Seller and each Affiliate subject to the Bankruptcy Code
each intend that the transfer of Receivables by it to the Trust,
in the case of the Seller, and to the Seller, in the case of such
Affiliates, will constitute a "true sale" of such Receivables.
Notwithstanding the foregoing, if the Seller or such an Affiliate
were to become a debtor in a bankruptcy case and a creditor or
trustee in bankruptcy of the Seller or such Affiliate or the
Seller or such Affiliate itself were to take the position that
the transfer of Receivables by the Seller to the Trust, or by
such Affiliate to the Seller, as the case may be, should instead
be treated as a pledge of the Receivables to secure a borrowing
of the Seller or such Affiliate, as the case may be, then delays
in payments of collections of the Receivables could occur or
(should the court rule in favor of any such trustee, debtor
or creditor) reductions in the amount of such payments could
result. If the transfer of the Receivables by the Seller to the
Trust or by an Affiliate subject to the Bankruptcy Code to the
Seller is treated as a pledge instead of a sale, a tax or
government lien on the property of the Seller or such Affiliate,
as the case may be, arising before the transfer of the
Receivables to the Trust may have priority over the Trust's or
the Seller's interest in the Receivables. If the conveyance by
the Seller or such an Affiliate of the Receivables is treated as
a sale, the Receivables would not be part of the bankruptcy
estate of the Seller or such Affiliate and would not be available
to the creditors of the Seller or such Affiliate, as the case may
be.

In Octagon Gas Systems, Inc. v. Rimmer, 995 F.2d 948 (10th
Cir. 1993), cert. denied 114 S.Ct 554 (1993), the United States
Court of Appeals for the 10th Circuit suggested that even where a
transfer of accounts from a seller to a buyer constitutes a "true
sale," the accounts would nevertheless constitute property of the
seller's bankruptcy estate in a bankruptcy of the seller. If the
Seller were to become subject to a bankruptcy proceeding and a
court were to follow the Octagon court's reasoning,
Securityholders might experience delays in payment or possibly
losses on their investment in the Securities. The Permanent
Editorial Board of the UCC has issued an official commentary (PEB
Commentary No. 14) which characterizes the Octagon court's
interpretation of Article 9 of the UCC as erroneous. Such
commentary states that nothing in Article 9 is intended to
prevent the transfer of ownership of accounts or chattel paper.
However, such commentary is not legally binding on any court.

Financial Institution Insolvency-Related Matters. Each
Affiliate subject to the Financial Institutions Reform, Recovery
and Enforcement Act of 1989 ("FIRREA"), intends that the transfer
of the Receivables by it to the Seller constitutes a sale. In
the event that an Affiliate subject to FIRREA were to become
insolvent, FIRREA sets forth certain powers that the Federal
Deposit Insurance Corporation (the "FDIC") could exercise if it
were appointed as receiver of such Affiliate. Subject to certain
qualifications, to the extent that the Seller or related Trust
has a valid perfected security interest in the Receivables, such
security interest should be enforceable (to the extent of the
"actual direct compensatory damages" of the Seller or such Trust)
notwithstanding the insolvency of, or the appointment of a
receiver or conservator for, any Affiliate, and payments to such
Trust with respect to the Receivables transferred to it from the
Seller (up to the amount of such damages) should not be subject
to recovery by such a conservator or receiver. See "Certain
Legal Aspects of the Receivables--Other Limitations." If,
however, the FDIC were to assert a contrary position, such as by
requiring the Seller or related Trust to establish its right to
those payments by submitting to and completing the administrative
claims procedure established under FIRREA, delays in payments on
the related Notes (if any) and the Certificates and possible
reductions in the amount of those payments could occur.
Alternatively, in such circumstances, the FDIC might have the
right to repudiate the applicable Purchase Agreement and pay
damages to the Seller which, in turn would prepay the related
Notes (if any) and Certificates, which would shorten their
respective weighted average lives.

Seller Insolvency-Related Matters. With respect to each
Trust that is not a grantor trust, if an Insolvency Event occurs
with respect to the Seller, the Indenture Trustee or Trustee for
such Trust will promptly sell, dispose of or otherwise liquidate
the related Receivables in a commercially reasonable manner on
commercially reasonable terms, unless registered holders of each
class of Notes ("Noteholders") issued by such Trust representing
more than 50% of the aggregate principal balance of such
registered Notes and holders of Certificates
("Certificateholders" and together with any Noteholders,
"Securityholders") issued by such Trust representing more than
50% of the aggregate Certificate Balance for such Trust direct
otherwise. The proceeds from any such sale, disposition or
liquidation of Receivables will be treated as collections on the
Receivables and deposited in the Collection Account of such
Trust. If the proceeds from the liquidation of the Receivables
and any amounts on deposit in the Reserve Account, the Note
Distribution Account, if any, and the Certificate Distribution
Account with respect to any such Trust and any amounts available
from any credit enhancement are not sufficient to pay any Notes
and the Certificates of the related series in full, the amount of
principal returned to any Noteholders or the Certificateholders
will be reduced and such Noteholders and Certificateholders will
incur a loss. See "Description of the Transfer and Servicing
Agreements--Insolvency Event".

The provisions described in the preceding paragraph have
been included in the Transfer and Servicing Agreements for
reasons related to treatment of a Trust that is not a grantor
trust as a partnership for federal income tax purposes. The IRS
has issued proposed regulations that, if adopted as final
regulations, would make the foregoing provisions unnecessary.
The amendment provisions of each of the Transfer and Servicing
Agreements, therefore, allow the Seller, the Servicer and the
related Trustee, upon satisfaction of certain conditions, to
amend such Transfer and Servicing Agreement, without the consent
of any of the related Noteholders or Certificateholders, to
eliminate such provisions. The rights of Noteholders and
Certificateholders to vote on whether to continue or dissolve a
Trust upon the insolvency of the Seller could therefore be
eliminated without the consent of the Noteholders or
Certificateholders.

Consumer Protection Laws. Federal and state consumer
protection laws impose requirements upon creditors in connection
with retail installment loans and certain of these laws make an
assignee of such a loan (such as a Trust) liable to the obligor
thereon for any violation by the lender, which could result in
delays in payments on the related Notes (if any) and Certificates
and possible reductions in the amount of those payments. The
Seller will be obligated to repurchase any Receivable which fails
to comply with such requirements. See "Certain Legal Aspects of
the Receivables--Consumer Protection Laws."

Limited Reliance on the Seller, the Servicer and their Affiliates

None of the Seller, the Servicer or their affiliates is
generally obligated to make any payments in respect of any Notes,
the Certificates or the Receivables of a given Trust.

However, in connection with the sale of Receivables by the
Seller to a given Trust, the Seller will make representations and
warranties with respect to the characteristics of such
Receivables and, in certain circumstances, the Seller may be
required to repurchase Receivables with respect to which such
representations and warranties have been breached. See
"Description of the Transfer and Servicing Agreements--Sale and
Assignment of Receivables". In addition, under certain
circumstances, the Servicer may be required to purchase
Receivables. See "Description of the Transfer and Servicing
Agreements--Servicing Procedures". If collections on any
Receivable were reduced as a result of any matter giving rise to
a repurchase obligation on the part of the Seller or the
Servicer, and the Seller or the Servicer failed for any reason to
perform in accordance with that obligation, then delays in
payments on the related Notes (if any) and Certificates and
possible reductions in the amount of those payments could occur.
Moreover, if the Bank were to cease acting as the Servicer,
delays in processing payments on the Receivables and information
in respect thereof could occur and result in delays in payments
to the Securityholders.

The related Prospectus Supplement may set forth certain
additional information regarding the Seller and the Servicer. In
addition, Norwest Corporation is subject to the information
requirements of the Exchange Act and in accordance therewith
files reports and other information with the Commission. For
further information regarding Norwest Corporation, reference is
made to such reports and other information, which are available
at the addresses specified under "Available Information".

Subordination

To the extent specified in the related Prospectus
Supplement, distributions of interest and principal on one or
more classes of Certificates of a series may be subordinated in
priority of payment to interest and principal due on the Notes,
if any, of such series or one or more other classes of
Certificates of such series. Investors in any such subordinated
class or classes of Certificates should consider the risk that
losses on the Receivables will be borne by such investors if any
Reserve Account or any other credit enhancement is exhausted and
could result in the failure of such investors to recover their
initial investment.

Limited Assets

No Trust will have, or be permitted or expected to have, any
significant assets or sources of funds other than the Receivables
and, to the extent provided in the related Prospectus Supplement,
a Pre-Funding Account, a Revolving Account, a Reserve Account and
any other credit enhancement. The Notes of any series will
represent obligations solely of, and the Certificates of any
series will represent interests solely in, the related Trust and
neither the Notes nor the Certificates of any series will be
insured or guaranteed by any Affiliate, the Seller, the Servicer,
any Trustee, any Indenture Trustee or any other person or entity.
Consequently, holders of the Securities of any series must rely
for repayment upon payments on the related Receivables and, if
and to the extent available, amounts on deposit in the
Pre-Funding Account (if any), the Revolving Account (if any), the
Reserve Account (if any) and any other credit enhancement, all as
specified in the related Prospectus Supplement. Amounts to be
deposited in any such Reserve Account with respect to any Trust
will be limited in amount and the amount required to be on
deposit in such Reserve Account will be reduced as the Pool
Balance is reduced. In addition, funds in any such Reserve
Account will be available on each Distribution Date to cover
shortfalls in distributions of interest and principal on the
related Securities. If any such Reserve Account is depleted, the
related Trust will depend solely on current payments on its
Receivables and other credit enhancement (if any) to make
payments on the related Securities.

If so directed by the holders of the requisite percentage of
outstanding Notes of a series issued with respect to a Trust that
issues Notes, following an acceleration of the Notes upon an
Event of Default, the applicable Indenture Trustee may sell the
related Receivables in certain limited circumstances as specified
in the related Indenture. See "Description of the Notes--The
Indenture--Events of Default; Rights upon Event of Default".
However, there is no assurance that the market value of such
Receivables will at any time be equal to or greater than the
aggregate principal amount of such outstanding Notes. Therefore,
upon an Event of Default with respect to the Notes of any series,
there can be no assurance that sufficient funds will be available
to repay the related Noteholders in full. In addition, the
amount of principal required to be paid to Noteholders of such
series under the related Indenture will generally be limited to
amounts available to be deposited in the applicable Note
Distribution Account. Therefore, the failure to pay principal on
a class of Notes generally will not result in the occurrence of
an Event of Default until the Final Scheduled Distribution Date
(as defined in the related Prospectus Supplement, the "Final
Scheduled Distribution Date") for such class of Notes.

Prepayment Considerations

All the Receivables are prepayable at any time. (For this
purpose the term "prepayments" includes prepayments in full,
partial prepayments and liquidations due to default, as well as
receipts of proceeds from physical damage, credit life and
disability insurance policies and certain other Receivables
repurchased for administrative reasons). The weighted average
life of the Securities may be reduced by full or partial
prepayments on the Receivables. The rate of prepayments on the
Receivables may be influenced by a variety of economic, social
and other factors, including the fact that an Obligor generally
may not sell or transfer the Financed Vehicle securing a
Receivable without the payment in full of such Receivable. The
rate of prepayment on the Receivables may also be influenced by
the structure of the loan. In addition, under certain
circumstances, the Seller will be obligated to repurchase
Receivables pursuant to a Sale and Servicing Agreement or Pooling
and Servicing Agreement as a result of breaches of
representations and warranties and, under certain circumstances,
the Servicer will be obligated to purchase Receivables pursuant
to such Sale and Servicing Agreement or Pooling and Servicing
Agreement as a result of breaches of certain covenants. See
"Description of the Transfer and Servicing Agreements--Sale and
Assignment of Receivables" and "--Servicing Procedures". Holders
of Securities should also consider, in the case of Securities
purchased at a discount, the risk that a slower than anticipated
rate of principal payments on the Receivables could result in an
actual yield that is less than the anticipated yield and, in the
case of Securities purchased at a premium, the risk that a faster
than anticipated rate of principal payments on the Receivables
could result in an actual yield that is less than the anticipated
yield. Any reinvestment risks resulting from a faster or slower
incidence of prepayment of Receivables held by a given Trust will
be borne entirely by the Securityholders of the related series of
Securities. See also "Description of the Transfer and Servicing
Agreements--Termination" regarding the option of the Servicer and
Seller to purchase the Receivables of a given Receivables Pool,
"--Insolvency Event" regarding the sale of the Receivables owned
by a Trust that is not a grantor trust if an Insolvency Event
with respect to the Seller occurs and "Risk Factors--Certain Legal
Aspects--Financial Institution Insolvency-Related Matters"
regarding the right of the FDIC to prepay Securities in certain
circumstances.

Extensions and Deferrals of Payments on Receivables

Consistent with its customary servicing practices and
procedures, the Servicer may, in its discretion and on a case-by-
case basis, arrange with Obligors to extend or modify the terms
of the related Receivables. Some, but not all, of such
arrangements will cause the Servicer to be obligated to purchase
such Receivables. See "Risk Factors--Prepayment Considerations."
Any such extensions or modifications which do not result
in a Servicer obligation to purchase such Receivables may
increase the weighted average life of the related Securities.
Any reinvestment risks resulting from purchases by the Servicer
of Receivables or faster or slower payment resulting from
extensions and modifications of payments on Receivables held by
the Trust will be borne entirely by the Securityholders of the
related series of Securities. The Servicer will not be permitted
to grant any such extension or modification if as a result the
final scheduled payment on a Receivable would fall after the
related Final Scheduled Maturity Date, unless the Servicer
repurchases the affected Receivable.

Risk of Commingling

With respect to each Trust, the Servicer will deposit all
payments on the related Receivables (from whatever source) and
all proceeds of such Receivables collected during each Collection
Period into the Collection Account for such Trust or, during
any Revolving Period, into the Revolving Account for such Trust.
For so long as the Bank satisfies certain requirements for
monthly or less frequent remittances and the Rating Agencies
(as such term is defined in the related Prospectus Supplement,
the "Rating Agencies") so permit in connection with the ratings
of the related Securities, then for so long as the Bank serves
as the Servicer and provided that (i) there exists no Servicer
Termination Event and (ii) each other condition to making such
monthly or less frequent deposits as may be described in the
related Prospectus Supplement is satisfied, the Servicer will not
be required to deposit such amounts into the Collection Account
or, during any Revolving Period, into the Revolving Account of such
Trust until on or before the business day preceding each
Distribution Date. The Servicer will deposit the aggregate
Purchase Amount of Receivables purchased by the Servicer into the
applicable Collection Account on or before the business day
preceding each Distribution Date. Pending deposit into such
Collection Account or, during any Revolving Period, into the
Revolving Account, collections may be invested by the Servicer
at its own risk and for its own benefit and will not be
segregated from funds of the Servicer. If the Servicer were
unable to remit such funds, the applicable Securityholders might
incur a loss. To the extent set forth in the related Prospectus
Supplement, the Servicer may, in order to satisfy the
requirements described above, obtain a letter of credit or other
security for the benefit of the related Trust to secure timely
remittances of collections on the related Receivables and payment
of the aggregate Purchase Amount with respect to Receivables
purchased by the Servicer.

Servicer Termination Events

With respect to a series of Securities that includes Notes,
in the event a Servicer Termination Event occurs, the Indenture
Trustee or the Noteholders with respect to such series, as
described under "Description of the Transfer and Servicing
Agreements--Rights upon Servicer Termination Event" may remove the
Servicer without the consent of the Trustee or any of the
Certificateholders with respect to such series. The Trustee or
the Certificateholders with respect to such series will not have
the ability to remove the Servicer if a Servicer Termination
Event occurs. In addition, the Noteholders of such series will
have the ability, with certain specified exceptions, to waive
Servicer Termination Events by the Servicer, including Service
Termination Events that could materially adversely affect the
Certificateholders of such series. See "Description of the
Transfer and Servicing Agreements -- Waiver of Past Defaults".

Effect on Certain Securities of Ability to Generate Additional
Receivables

With respect to a series or class of Securities that employs
a Pre-Funding Account and/or Revolving Account in anticipation of
the Seller transferring Subsequent Receivables to the related
Trust, if, and to the extent that, the requisite amount of such
Subsequent Receivables are not created during the Pre-Funding
Period and/or Revolving Period specified in the related
Prospectus Supplement, Securityholders of such series or class
will receive the balance of the Pre-Funded Amount remaining at
the end of the Pre-Funding Period and/or amount or deposit in the
Revolving Account and any other amount described in the related
Prospectus Supplement as a prepayment or partial redemption of
principal on such Securities. See "Certain Information Regarding
the Securities--Funding Period and Revolving Period." In such
event, the affected Securityholders will not receive the benefit
of the Interest Rate or Certificate Rate, as the case may be, for
the period of time originally expected on the amount of such
early repayment. See "Risk Factors--Prepayment Considerations."
In the event of such a partial redemption, the affected
Securityholders may be entitled to receive a prepayment premium
from the Trust, in the amount and to the extent provided in the
related Prospectus Supplement.

Book-Entry Registration

Each class of Securities of a given series will be initially
represented by one or more certificates registered in the name of
Cede & Co. ("Cede"), or any other nominee for the Depository
Trust Company ("DTC") set forth in the related Prospectus
Supplement (Cede, or such other nominee, "DTC's Nominee"), and
will not be registered in the names of the beneficial owners of
the Securities ("Security Owners") of such series or their
nominees unless Definitive Securities are issued. Because of
this, unless and until Definitive Securities for such series are
issued, such Security Owners will not be recognized by the
Trustee or any applicable Indenture Trustee as
"Certificateholders", "Noteholders" or "Securityholders", as the
case may be (as such terms are used herein or in the related
Pooling and Servicing Agreement or related Indenture and Trust
Agreement, as applicable). Hence, until Definitive Securities
are issued, such Security Owners will only be able to exercise
the rights of Securityholders indirectly through DTC, Cedel or
Euroclear and their participating organizations. See "Certain
Information Regarding the Securities--Book-Entry Registration" and
"--Definitive Securities".

Ratings of the Securities

It is a condition to the issuance of each class of
Securities offered hereby that they are rated by at least one
nationally recognized statistical rating agency in one of its
generic rating categories which signifies investment grade. The
rating agencies do not evaluate, and the ratings do not address,
the likelihood that any prepayment premium will be paid. A
rating is not a recommendation to purchase, hold or sell
Securities, inasmuch as such rating does not comment as to market
price or suitability for a particular investor. The ratings of
the Securities address the likelihood of the timely payment of
interest on and the ultimate payment of principal of the
Securities pursuant to their terms. The Rating Agencies do not
evaluate, and the ratings do not address, the likelihood that any
prepayment premium will be paid. There can be no assurance that
a rating will remain for any given period of time or that a
rating will not be lowered or withdrawn entirely by a Rating
Agency if in its judgment circumstances in the future so warrant.

THE TRUSTS

With respect to each series of Securities, the Seller will
establish a separate Trust pursuant to the respective Trust
Agreement or Pooling and Servicing Agreement, as applicable, for
the actions described herein and in the related Prospectus
Supplement. The property of each Trust will include a pool (a
"Receivables Pool") of Receivables pursuant to which a
purchaser (an "Obligor") of a new or used automobile or light
duty truck is obligated. The property of each Trust will also
include all payments received with respect to any Receivable on
and after the Cutoff Date (as such term is defined in the related
Prospectus Supplement, a "Cutoff Date"). Pursuant to the Dealer
Agreements, a Dealer is obligated to purchase from the applicable
Affiliate Receivables which do not meet certain representations
made by that Dealer and, to the extent set forth in the related
Prospectus Supplement, any uncollectible Receivables covered by
recourse plans ("Dealer Recourse"). The Receivables of each
Receivables Pool will be serviced by the Servicer. See "The
Servicer." Receivables that are to be included in any Receivables
Pool will be transferred pursuant to a Purchase Agreement by an
Affiliate to the Seller for purposes of transfer to the
applicable Trust. In addition, to the extent described
in any Prospectus Supplement, the related Receivables
Pool may include Receivables acquired by an Affiliate through
acquisitions.

On or before the applicable Closing Date, the Seller will
sell the Initial Receivables of the applicable Receivables Pool
to the Trust to the extent, if any, specified in the related
Prospectus Supplement. To the extent so provided in the related
Prospectus Supplement, Subsequent Receivables will be conveyed to
the Trust as frequently as daily during a Funding Period. Any
Subsequent Receivables so conveyed will also be assets of the
applicable Trust, subject to the prior rights of the related
Indenture Trustee and the Noteholders, if any, therein. The
property of each Trust will also include (i) such amounts as from
time to time may be held in separate trust accounts established
and maintained pursuant to the related Sale and Servicing
Agreement or Pooling and Servicing Agreement and the proceeds of
such accounts, as described herein and in the related Prospectus
Supplement; (ii) security interests in the Financed Vehicles and
any other interest of the Seller in such Financed Vehicles; (iii)
the rights to proceeds from claims on certain physical damage,
credit life and disability insurance policies, if any, covering
the Financed Vehicles or the Obligors, as the case may be; (iv)
any property that shall have secured a Receivable and that shall
have been acquired by the applicable Trust; (v) any Dealer
Recourse and other rights of Affiliates under Dealer Agreements;
(vi) certain rights under the related Purchase Agreements;
(vii) the Seller's rights to certain documents and instruments
relating to the Receivables; (viii) certain rebates of
premiums and other amounts relating to certain insurance
policies and other items financed under the Receivables; and (ix)
any and all proceeds of the foregoing; provided that, with
respect to any series of Notes, the relevant rights and benefits
with respect to such property will be assigned by the Seller and
the applicable Trustee to the related Indenture Trustee for the
benefit of the related Securityholders. To the extent specified
in the related Prospectus Supplement, a Pre-Funding Account, a
Revolving Account, a Reserve Account or other form of credit
enhancement may be a part of the property of any given Trust or
may be held by the Trustee or an Indenture Trustee for the
benefit of holders of the related Securities.

If so specified in the related Prospectus Supplement, a
Trust may acquire Initial Receivables pursuant to "warehousing"
financing arrangements entered into prior to the issuance by that
Trust of any Securities offered hereby. It will be a condition to
the issuance of Securities by any such Trust that any such
warehouse financing (as to any Trust, the "Warehouse Financing")
be repaid to the extent provided in the related Prospectus
Supplement, and any related security interests released, at or
prior to the time of such issuance.

The Servicer will service the Receivables held by each Trust
and will receive fees for such services. See "Description of the
Transfer and Servicing Agreements--Servicing Compensation and
Payment of Expenses" and "--Servicing Compensation and Payment of
Expenses" in the related Prospectus Supplement. To facilitate
the servicing of the Receivables, each Trustee will authorize the
Servicer or the applicable Originator acting as subservicer, as
the case may be, to retain physical possession of the documents
representing the Receivables held by each Trust and other
documents relating thereto as custodian for each such Trust. Due
to administrative burden and expense, the certificates of title
to the Financed Vehicles will not be amended to reflect the sale
and assignment of the security interest in the Financed Vehicles
to each Trust. In the absence of such an amendment, a Trust may
not have a perfected security interest in the Financed Vehicles
in all states. See "Certain Legal Aspects of the Receivables"
and "Description of the Transfer and Servicing Agreements--Sale
and Assignment of Receivables".

If the protection provided to any Noteholders of a given
series by the subordination of the related Certificates and by
the Reserve Account, if any, or other credit enhancement for such
series or the protection provided to Certificateholders by any
such Reserve Account or other credit enhancement is insufficient,
such Noteholders or Certificateholders, as the case may be, would
have to look principally to the Obligors on the related
Receivables, the proceeds from the repossession and sale of
Financed Vehicles which secure defaulted Receivables and the
proceeds from any recourse against Dealers with respect to such
Receivables. In such event, certain factors, such as the
applicable Trust's not having perfected security interests in the
Financed Vehicles in all states, may affect the Servicer's
ability to repossess and sell the collateral securing the
Receivables, and thus may reduce the proceeds to be distributed
to the holders of the Securities of such series. See
"Description of the Transfer and Servicing
Agreements--Distributions", "--Credit and Cash Flow Enhancement"
and "Certain Legal Aspects of the Receivables".

If so specified in the related Prospectus Supplement, a
Trust may make an election to be treated as a "financial asset
securitization investment trust" in the event pending legislation
providing for such treatment is enacted or elect to enable all or
a portion of such Trust to qualify for similar treatment under
any comparable federal income tax provisions as may ultimately be
enacted into law. See "Federal Income Tax Consequences--Pending
Legislation."

The principal offices of the applicable Trust (if any) and
the related Trustee will be specified in the related Prospectus
Supplement.

The Trustee

The Trustee for each Trust will be specified in the related
Prospectus Supplement. The Trustee's liability in connection
with the issuance and sale of the related Securities is limited
solely to the express obligations of such Trustee set forth in
the related Trust Agreement and the Sale and Servicing Agreement
or the related Pooling and Servicing Agreement, as applicable.
The Trustee under each Trust Agreement will perform
administrative functions under such Trust Agreement, including
making distributions from the Note Distribution Account and from
the Certificate Distribution Account. A Trustee may resign at
any time, in which event the Servicer, or its successor, will be
obligated to appoint a successor trustee. The Servicer may also
remove the Trustee if the Trustee ceases to be eligible to
continue as Trustee under the related Trust Agreement or Pooling
and Servicing Agreement, as applicable, or if the Trustee becomes
insolvent. In such circumstances, the Servicer will be obligated
to appoint a successor trustee. Any resignation or removal of a
Trustee and appointment of a successor trustee will not become
effective until acceptance of the appointment by the successor
trustee.

THE RECEIVABLES POOLS

General

The Receivables in each Receivables Pool are and will
generally be retail installment sales contracts that have been or
will be originated by a Dealer and purchased by an Originator
pursuant to agreements between the Originator and the Dealer.
Receivables Pools may also include Direct Loans made
by an Originator to an Obligor. Receivables held by any Affiliate
may have been originated by other Affiliates. In addition, to
the extent described in any Prospectus Supplement,
the related Receivables Pool may include Receivables acquired by
an Affiliate through acquisitions. Receivables of an
Affiliate that are to be included in any Receivables Pool will be
transferred pursuant to a Purchase Agreement by an Affiliate to
the Seller for purposes of sale to the applicable Trust.

The Receivables have been or will be originated or acquired
by the applicable Originator in accordance with such Originator's
underwriting standards (or, in the case of Receivables originated
by an acquired entity, the underwriting standards of such acquired
entity), which standards are based upon the vehicle buyer's
ability to repay the obligation as well as the value of the
vehicle being financed. Each Originator's underwriting standards
also require physical damage insurance to be maintained on each
financed vehicle.

The Receivables to be held by each Trust will be selected
from the portfolio of each Affiliate for inclusion in a
Receivables Pool by several criteria, including that each
Receivable (i) is secured by a new or used vehicle, (ii) was
originated in the United States, (iii) is a Precomputed
Receivable or a Simple Interest Receivable and (iv) satisfies the
other criteria, if any, set forth in the related Prospectus
Supplement. No selection procedures believed by any Affiliate to
be adverse to the Securityholders of any series were or will be
used in selecting the related Receivables.

"Precomputed Receivables" consist of either (i) monthly
actuarial receivables ("Actuarial Receivables") or (ii)
receivables that provide for allocation of payments according to
the "Rule of 78's" ("Rule of 78's Receivables"). An Actuarial
Receivable provides for amortization of the loan over a series of
fixed level payment monthly installments. Each monthly
installment, including the monthly installment representing the
final payment on the Receivable, consists of an amount of
interest equal to 1/12 of the APR of the loan multiplied by the
unpaid principal balance of the loan, and an amount of principal
equal to the remainder of the monthly installment. A Rule of
78's Receivable provides for the payment by the obligor of a
specified total amount of payments, payable in equal monthly
installments on each due date, which total represents the
principal amount financed and add-on interest in an amount
calculated on the stated APR for the term of the receivable. The
rate at which such amount of add-on interest is earned and,
correspondingly, the amount of each fixed monthly installment
allocated to reduction of the outstanding principal are
calculated in accordance with the "Rule of 78's."

"Simple Interest Receivables" are receivables that provide
for the amortization of the amount financed under each receivable
over a series of fixed level payment monthly installments.
However, unlike the monthly installment under an Actuarial
Receivable, each monthly installment consists of an amount of
interest which is calculated on the basis of the outstanding
principal balance of the receivable multiplied by the stated APR
and further multiplied by the period elapsed (as a fraction of a
calendar year) since the preceding payment of interest was made.
As payments are received under a Simple Interest Receivable, the
amount received is applied first to interest accrued to the date
of payment and the balance is applied to reduce the unpaid
principal balance. Accordingly, if an obligor pays a fixed
monthly installment before its scheduled due date, the portion of
the payment allocable to interest for the period since the
preceding payment was made will be less than it would have been
had the payment been made as scheduled, and the portion of the
payment applied to reduce the unpaid principal balance will be
correspondingly greater. Conversely, if an obligor pays a fixed
monthly installment after its scheduled due date, the portion of
the payment allocable to interest for the period since the
preceding payment was made will be greater than it would have
been had the payment been made as scheduled, and the portion of
the payment applied to reduce the unpaid principal balance will
be correspondingly less. In either case, the obligor pays a
fixed monthly installment until the final scheduled payment date,
at which time the amount of the final installment is increased or
decreased as necessary to repay the then outstanding principal
balance and unpaid accrued interest. If a Receivable is prepaid,
the Obligor is required to pay interest only to the date of
prepayment.

In the event of the prepayment in full (voluntarily or by
acceleration) of a Rule of 78's Receivable, under the terms of
the contract, a "refund" or "rebate" will be made to the obligor
of the portion of the total amount of payments then due and
payable under the contract allocable to "unearned" add-on
interest, calculated in accordance with a method equivalent to
the Rule of 78's. If an Actuarial Receivable is prepaid in full,
with minor variations based upon state law, the Actuarial
Receivable requires that the rebate be calculated on the basis of
a constant interest rate. If a Simple Interest Receivable is
prepaid, rather than receive a rebate, the obligor is required to
pay interest only to the date of prepayment. The amount of a
rebate under a Rule of 78's Receivable generally will be less
than the amount of a rebate on an Actuarial Receivable and
generally will be less than the remaining scheduled payments of
interest that would have been due under a Simple Interest
Receivable for which all payments were made on schedule.

Each Trust will account for the Rule of 78's Receivables as
if such Receivables were Actuarial Receivables. Amounts received
upon prepayment in full of a Rule of 78's Receivable in excess of
the then outstanding principal balance of such Receivable and
accrued interest thereon (calculated pursuant to the actuarial
method) will not be paid to the Noteholders or passed through to
the Certificateholders of the applicable series but will be paid
to the Servicer as additional servicing compensation.

Information with respect to each Receivables Pool will be
set forth in the related Prospectus Supplement, including, to the
extent appropriate, the composition, the distribution by APR and
by the states of origination, the portion of such Receivables
Pool consisting of Precomputed Receivables and of Simple Interest
Receivables, the portion of such Receivables Pool secured by new
vehicles and by used vehicles and the portion of such Receivables
Pool consisting of Receivables that provide for recourse to the
related Dealer.

Following the end of the Funding Period, the Seller will
file a report on Form 8-K containing information comparable to
that contained in the tables set forth in the related Prospectus
Supplement regarding the aggregate characteristics of the entire
Receivables Pool, after the addition of the Subsequent
Receivables.

Delinquencies and Net Losses

Certain information concerning the experience of the
Servicer or the applicable Affiliates pertaining to delinquencies
and net losses with respect to new and used retail automobile and
light duty truck receivables will be set forth in the related
Prospectus Supplement. There can be no assurance that the
delinquency and net loss experience on any Receivables Pool will
be comparable to prior experience or to such information.

WEIGHTED AVERAGE LIFE OF THE SECURITIES

The weighted average life of the Notes, if any, and the
Certificates of any series will generally be influenced by the
rate at which the principal balances of the related Receivables
are paid, which payment may be in the form of scheduled
amortization or prepayments. (For this purpose, the term
"prepayments" includes prepayments in full, partial prepayments,
liquidations due to default, as well as receipts of proceeds from
physical damage, credit life and disability insurance policies
and certain other Receivables repurchased by the Seller or the
Servicer for administrative reasons). All of the Receivables are
repayable at any time without penalty to the Obligor. The rate
of prepayment of automotive receivables is influenced by a
variety of economic, social and other factors, including the fact
that an Obligor generally may not sell or transfer the Financed
Vehicle securing a Receivable unless such Receivable is paid in
full. In addition, under certain circumstances, the Seller will
be obligated to repurchase Receivables from a given Trust
pursuant to the related Sale and Servicing Agreement or Pooling
and Servicing Agreement as a result of breaches of
representations and warranties and the Servicer will be obligated
to purchase Receivables from such Trust pursuant to such Sale and
Servicing Agreement or Pooling and Servicing Agreement as a
result of breaches of certain covenants. Holders of Securities
should consider, in the case of Securities purchased at a
discount, the risk that a slower than anticipated rate of
principal payments on the Receivables could result in an actual
yield that is less than the anticipated yield and, in the case of
Securities purchased at a premium, the risk that a faster than
anticipated rate of principal payments on the Receivables could
result in an actual yield that is less than the anticipated
yield. See "Description of the Transfer and Servicing
Agreements--Sale and Assignment of Receivables" and "--Servicing
Procedures". See also "Description of the Transfer and Servicing
Agreements--Termination" regarding the option of the Seller and
Servicer to purchase the Receivables from a given Trust,
"--Insolvency Event" regarding the sale of the Receivables owned
by a Trust that is not a grantor trust if an Insolvency Event
with respect to the Seller occurs and "Risk Factors--Certain
Legal Aspects--Financial Institution Insolvency-Related
Matters" regarding the right of the FDIC to prepay Securities
in certain circumstances.

In light of the above considerations, there can be no
assurance as to the amount of principal payments to be made on
the Notes, if any, or the Certificates of a given series on each
Payment Date or Distribution Date, as applicable, since such
amount will depend, in part, on the amount of principal collected
on the related Receivables Pool during the applicable Collection
Period. Any reinvestment risks resulting from a faster or slower
incidence of prepayment of Receivables will be borne entirely by
the Noteholders, if any, and the Certificateholders of a given
series. The related Prospectus Supplement may set forth certain
additional information with respect to the maturity and
prepayment considerations applicable to the particular
Receivables Pool and the related series of Securities.

Consistent with its customary servicing practices and
procedures, the Servicer may, in its discretion and on a case-by-
case basis, arrange with Obligors to extend or modify the terms
of the related Receivables. Some, but not all, of such
arrangements will cause the Servicer to be obligated to purchase
such Receivables. See "Risk Factors--Prepayment Considerations."
Any such extensions or modifications which do not result
in a Servicer obligation to purchase such Receivables may
increase the weighted average life of the related Securities. The
Servicer will not be permitted to grant any such extension or
modification if as a result the final scheduled payment on a
Receivable would fall after the related Final Scheduled Maturity
Date, unless the Servicer repurchases the affected Receivable.

POOL FACTORS AND TRADING INFORMATION

The "Note Pool Factor" for each class of Notes will be a
seven-digit decimal which the Servicer will compute prior to each
distribution with respect to such class of Notes expressing the
remaining outstanding principal balance of such class of Notes,
as of the applicable Payment Date (after giving effect to
payments to be made on such Payment Date), as a fraction of the
initial outstanding principal balance of such class of Notes.
The "Certificate Pool Factor" for each class of Certificates will
be a seven-digit decimal which the Servicer will compute prior to
each distribution with respect to such class of Certificates
expressing the remaining Certificate Balance of such class of
Certificates, as of the applicable Distribution Date (after
giving effect to distributions to be made on such Distribution
Date), as a fraction of the initial Certificate Balance of such
class of Certificates. Each Note Pool Factor and each
Certificate Pool Factor will initially be 1.0000000 and
thereafter will decline to reflect reductions in the outstanding
principal balance of the applicable class of Notes, or the
reduction of the Certificate Balance of the applicable class of
Certificates, as the case may be. A Noteholder's portion of the
aggregate outstanding principal balance of the related class of
Notes is the product of (i) the original denomination of such
Noteholder's Note and (ii) the applicable Note Pool Factor. A
Certificateholder's portion of the aggregate outstanding
Certificate Balance for the related class of Certificates is the
product of (i) the original denomination of such
Certificateholder's Certificate and (ii) the applicable
Certificate Pool Factor.

The Noteholders, if any, and the Certificateholders will
receive reports on or about each Payment Date concerning payments
received on the Receivables, the Pool Balance (as such term is
defined in the related Prospectus Supplement, the "Pool
Balance"), each Certificate Pool Factor or Note Pool Factor, as
applicable, and various other items of information, including
amounts allocated or distributed for such Payment Date. In
addition, Securityholders of record during any calendar year will
be furnished information for tax reporting purposes not later
than the latest date permitted by law. See "Certain Information
Regarding the Securities--Reports to Securityholders".

USE OF PROCEEDS

The net proceeds from the sale of the Securities of a given
series will be applied by the Seller or the applicable Trust (i)
to the purchase of the Receivables and/or repayment of any
related Warehouse Financing, (ii) to make the initial deposit
into the Reserve Account, if any, (iii) to make the deposit of
the Pre-Funded Amount into the Pre-Funding Account, if any, and
(iv) such other uses as may be set forth in the related
Prospectus Supplement. The portion of the net proceeds paid to
the Seller will be used to purchase the Receivables from the
Affiliates.

THE SELLER

The Seller is a wholly-owned subsidiary of Norwest
Corporation, a diversified financial services company
incorporated under the laws of the State of Delaware and
registered under the Bank Holding Company Act of 1956, as
amended. The Seller was incorporated in the State of Delaware
on July 3, 1996. The principal executive offices of the Seller
are located at 100 West Commons Boulevard, Suite 212, New
Castle, Delaware, 19720.

The Seller has taken steps in structuring the transactions
described herein and in the Prospectus Supplement that are
intended to ensure that the voluntary or involuntary application
for relief by Norwest Corporation under any Insolvency Laws will
not result in consolidation of the assets and liabilities of the
Seller with those of Norwest Corporation. These steps include
the creation of the Seller as a separate, limited-purpose
subsidiary pursuant to a restated certificate of incorporation
containing certain limitations (including restrictions on the
nature of the Seller's business and a restriction on the Seller's
ability to commence a voluntary case or proceeding under any
Insolvency Law without the prior unanimous affirmative vote of
all of its independent directors). Such certificate of
incorporation includes a provision that requires the Seller to
have two directors who qualify under the certificate of
incorporation as "Independent Directors." However, there can be
no assurance that the activities of the Seller would not result
in a court's concluding that the assets and liabilities of the
Seller should be consolidated with those of Norwest Corporation
in a proceeding under any Insolvency Law. See "Risk
Factors--Certain Legal Aspects."

The Seller will warrant to the Trust in the Sale and
Servicing Agreement or Pooling and Servicing Agreement, as
applicable, that the sale of the Receivables by the Seller to the
Trustee on behalf of the Trust is a valid sale of such
Receivables. In addition, the Seller, the Trustee and the Trust
will treat the conveyance by the Seller of the Receivables as a
sale of the Receivables by the Seller to the Trustee on behalf of
the Trust and the Seller will take or cause to be taken all
actions that are required to perfect the Trustee's ownership in
such Receivables. If the Seller were to become a debtor in a
bankruptcy case and a creditor or trustee in bankruptcy of the
Seller or the Seller itself were to take the position that the
sale of Receivables by the Seller to the Trust should instead be
treated as a pledge of the Receivables to secure a borrowing of
the Seller, then delays in payments of collections of the
Receivables could occur or (should the court rule in favor of
any such trustee, debtor or creditor) reductions in the amount of
such payments could result. If the transfer of the Receivables
by the Seller to the Trustee on behalf of the Trust is treated as
a pledge instead of a sale, a tax or government lien on the
property of the Seller arising before the transfer of the
Receivables to the Trustee on behalf of the Trust may have
priority over such Trustee's interest in the Receivables. If the
conveyance by the Seller of the Receivables is treated as a sale,
the Receivables would not be part of the Seller's bankruptcy
estate and would not be available to the Seller's creditors.

THE BANK

Norwest Bank Minnesota, N.A., a national banking
association, is a wholly-owned subsidiary of Norwest Corporation,
a diversified financial services company incorporated under
the laws of the State of Delaware and registered under the Bank
Holding Company Act of 1956, as amended. Norwest Bank Minnesota, N.A.
is engaged in banking and related activities, including providing
automotive financing services to its customers and to automotive
dealers and their customers. The principal executive offices of
Norwest Bank Minnesota, N.A. are located at Norwest Center,
Sixth and Marquette, Minneapolis, Minnesota, 55479, and its
telephone number is (612) 667-1234.

DESCRIPTION OF THE NOTES

General

With respect to each Trust that issues Notes, one or more
classes of Notes of the related series will be issued pursuant to
the terms of an Indenture, a form of which has been filed as an
exhibit to the Registration Statement of which this Prospectus
forms a part. The following summary does not purport to be
complete and is subject to, and is qualified in its entirety by
reference to, all the provisions of the Notes and the Indenture.

Each class of Notes will initially be represented by one or
more Notes, in each case registered in the name of a nominee of
DTC (together with any successor depository selected by the
Trust, the "Depository") except as set forth below. See "Certain
Information Regarding the Securities--Definitive Securities."
Notes will be available for purchase in denominations specified
in the related Prospectus Supplement or, if not so specified, in
denominations of $1,000 and integral multiples thereof. Notes
may be issued in book-entry form or as Definitive Notes and if
not otherwise specified in the related Prospectus Supplement,
will be issued in book-entry form only. As to Notes issued in
book-entry form, the Seller has been informed by DTC that DTC's
nominee will be Cede, unless another nominee is specified in the
related Prospectus Supplement. Accordingly, such nominee is
expected to be the holder of record of the Notes of each such
class. Unless and until Definitive Notes are issued in
replacement for book-entry Notes under the limited circumstances
described herein or in the related Prospectus Supplement, no Note
Owner will be entitled to receive a physical certificate
representing a Note. As to the Notes issued in book-entry form,
all references herein and in the related Prospectus Supplement to
actions by Noteholders refer to actions taken by DTC upon
instructions from its participating organizations (the
"Participants") and all references herein and in the related
Prospectus Supplement to distributions, notices, reports and
statements to Noteholders refer to distributions, notices,
reports and statements to DTC or its nominee, as the registered
holder of the Notes, for distribution to Noteholders in
accordance with DTC's procedures with respect thereto. See
"Certain Information Regarding the Securities--Book-Entry
Registration" and "--Definitive Securities".

Principal and Interest on the Notes

The timing and priority of payment, seniority, Interest Rate
and amount of or method of determining payments of principal and
interest on each class of Notes of a given series will be
described in the related Prospectus Supplement. The right of
holders of any class of Notes to receive payments of principal
and interest may be senior or subordinate to the rights of
holders of any other class or classes of Notes of such series, as
described in the related Prospectus Supplement. The dates for
payments of interest and principal on the Notes of such series
may be different from the Distribution Dates for the Certificates
of such series. To the extent provided in the related Prospectus
Supplement, a series may include one or more classes of Notes
designated as money market classes, planned amortization classes,
targeted amortization classes or companion classes, each as
described in the related Prospectus Supplement. To the extent
specified in the related Prospectus Supplement, payments of
interest on the Notes other than certain Strip Notes of such
series will be made prior to payments of principal thereon. To
the extent provided in the related Prospectus Supplement, a
series may include one or more classes of Strip Notes entitled to
(i) principal payments with disproportionate, nominal or no
interest payments or (ii) interest payments with
disproportionate, nominal or no principal payments. Each class
of Notes may have a different Interest Rate, which may be a
fixed, variable or adjustable Interest Rate (and which may be
zero for certain classes of Strip Notes), or any combination of
the foregoing. The related Prospectus Supplement will specify
the Interest Rate for each class of Notes of a given series or
the method for determining such Interest Rate. See also "Certain
Information Regarding the Securities--Fixed Rate Securities" and
"--Floating Rate Securities". One or more classes of Notes of a
series may be redeemable in whole or in part under the
circumstances specified in the related Prospectus Supplement,
including at the end of the Funding Period (if any) or as a
result of the exercise by the Seller or Servicer of its option to
purchase the related Receivables Pool.

To the extent specified in any Prospectus Supplement, one or
more classes of a given series may have fixed principal payment
schedules, as set forth in such Prospectus Supplement;
Noteholders of such Notes would be entitled to receive as
payments of principal on any given Payment Date the applicable
amounts set forth on such schedule with respect to such Notes, in
the manner and to the extent set forth in the related Prospectus
Supplement.

To the extent specified in the related Prospectus
Supplement, payments to Noteholders of all classes within a
series in respect of interest will have the same priority. Under
certain circumstances, the amount available for such payments
could be less than the amount of interest payable on the Notes on
any of the dates specified for payments in the related Prospectus
Supplement (each, a "Payment Date", which may be the same date as
each applicable Distribution Date as specified in the related
Prospectus Supplement), in which case each class of Noteholders
will receive its ratable share (based upon the aggregate amount
of interest due to such class of Noteholders) of the aggregate
amount available to be distributed in respect of interest on the
Notes of such series. See "Description of the Transfer and
Servicing Agreements--Distributions" and "--Credit and Cash Flow
Enhancement".

In the case of a series of Notes which includes two or more
classes of Notes, the sequential order and priority of payment in
respect of principal and interest, and any schedule or formula or
other provisions applicable to the determination thereof, of each
such class will be set forth in the related Prospectus
Supplement. Payments in respect of principal and interest of any
class of Notes will be made on a pro rata basis among all the
Noteholders of such class.

The Indenture

Modification of Indenture. With respect to each Trust that
has issued Notes pursuant to an Indenture, the Trust and the
Indenture Trustee may, with the consent of the holders of a
majority of the outstanding Notes of the related series, execute
a supplemental indenture to add provisions to, change in any
manner or eliminate any provisions of, the related Indenture, or
modify (except as provided below) in any manner the rights of the
related Noteholders.

With respect to the Notes of a given series, without the
consent of the holder of each outstanding Note affected thereby,
no supplemental indenture will: (i) change the due date of any
installment of principal of or interest on any such Note or
reduce the principal amount thereof, the Interest Rate specified
thereon or the redemption price with respect thereto or change
any place of payment where or the coin or currency in which any
such Note or any interest thereon is payable; (ii) impair the
right to institute suit for the enforcement of certain provisions
of the related Indenture regarding payment; (iii) reduce the
percentage of the aggregate amount of the outstanding Notes of
such series, the consent of the holders of which is required for
any such supplemental indenture or the consent of the holders of
which is required for any waiver of compliance with certain
provisions of the related Indenture or of certain defaults
thereunder and their consequences as provided for in such
Indenture; (iv) modify or alter the provisions of the related
Indenture regarding the voting of Notes held by the applicable
Trust, any other obligor on such Notes, the Seller or an
affiliate of any of them; (v) reduce the percentage of the
aggregate outstanding amount of such Notes, the consent of the
holders of which is required to direct the related Indenture
Trustee to sell or liquidate the Receivables; (vi) decrease the
percentage of the aggregate principal amount of such Notes
required to amend the sections of the related Indenture which
specify the applicable percentage of aggregate principal amount
of the Notes of such series necessary to amend such Indenture or
certain other related agreements; or (vii) permit the creation of
any lien ranking prior to or on a parity with the lien of the
related Indenture with respect to any of the collateral for such
Notes or, except as otherwise permitted or contemplated in such
Indenture, terminate the lien of such Indenture on any such
collateral or deprive the holder of any such Note of the security
afforded by the lien of such Indenture.

The Trust and the applicable Indenture Trustee may also
enter into supplemental indentures, without obtaining the consent
of the Noteholders of the related series, for the purpose of,
among other things, adding any provisions to or changing in any
manner or eliminating any of the provisions of the related
Indenture or of modifying in any manner the rights of such
Noteholders; provided that such action will not materially and
adversely affect the interest of any such Noteholder.

Events Of Default; Rights Upon Event of Default. With
respect to the Notes of a given series, "Events of Default" under
the related Indenture will consist of: (i) a default for five
days or more in the payment of any interest on any such Note;
(ii) a default in the payment of the principal of or any
installment of the principal of any such Note when the same
becomes due and payable; (iii) a default in the observance or
performance of any covenant or agreement of the applicable Trust
made in the related Indenture and the continuation of any such
default for a period of 30 days (or for such longer period, not
in excess of 90 days, as may be reasonably necessary to remedy
such default; provided that such default is capable of remedy
within 90 days or less and the Servicer on behalf of the related
Indenture Trustee delivers an officer's certificate to the
Trustee to the effect that such Trust has commenced, or will
promptly commence and diligently pursue, all reasonable efforts
to remedy such default) after notice thereof is given to such
Trust by the applicable Indenture Trustee or to such Trust and
such Indenture Trustee by the holders of at least 25% in
principal amount of such Notes then outstanding; (iv) any
representation or warranty made by such Trust in the related
Indenture or in any certificate delivered pursuant thereto or in
connection therewith having been incorrect in a material respect
as of the time made, and such breach not having been cured within
30 days (or for such longer period, not in excess of 90 days, as
may be reasonably necessary to remedy such default; provided that
such default is capable of remedy within 90 days or less and the
Servicer on behalf of the related Indenture Trustee delivers an
officer's certificate to the related Indenture Trustee to the
effect that such Trust has commenced, or will promptly commence
and diligently pursue, all reasonable efforts to remedy such
default) after notice thereof is given to such Trust by the
applicable Indenture Trustee or to such Trust and such Indenture
Trustee by the holders of at least 25% in principal amount of
such Notes then outstanding; or (v) certain events of bankruptcy,
insolvency, receivership or liquidation of the applicable Trust
or the Seller. However, the amount of principal required to be
paid to Noteholders of such series under the related Indenture
will generally be limited to amounts available to be deposited in
the applicable Note Distribution Account. Therefore, the failure
to pay principal on a class of Notes generally will not result in
the occurrence of an Event of Default until the final scheduled
Payment Date for such class of Notes.

If an Event of Default should occur and be continuing with
respect to the Notes of any series, the related Indenture Trustee
or holders of a majority in principal amount of such Notes then
outstanding may declare the principal of such Notes to be
immediately due and payable. Such declaration may, under certain
circumstances, be rescinded by the holders of a percentage of the
principal amount of Notes then outstanding specified in the
related Prospectus Supplement and, if not so specified, may be
rescinded by the holder of a majority in principal amount of such
Notes then outstanding.

If the Notes of any series are due and payable following an
Event of Default with respect thereto, the related Indenture
Trustee may institute proceedings to collect amounts due or
foreclose on Trust property, exercise remedies as a secured
party, sell the related Receivables or elect to have the
applicable Trust maintain possession of such Receivables and
continue to apply collections on such Receivables as if there had
been no declaration of acceleration. Such Indenture Trustee is
prohibited from selling the related Receivables following an
Event of Default, other than a default in the payment of any
principal of or a default for five days or more in the payment of
any interest on any Note of such series, unless (i) the holders
of all such outstanding Notes consent to such sale, (ii) the
proceeds of such sale are sufficient to pay in full the principal
of and the accrued interest on such outstanding Notes at the date
of such sale, or (iii) such Indenture Trustee determines that the
proceeds of Receivables would not be sufficient on an ongoing
basis to make all payments on such Notes as such payments would
have become due if such obligations had not been declared due and
payable, and such Indenture Trustee obtains the consent of the
holders of 66-2/3% of the aggregate outstanding amount of such
Notes.

If an Event of Default occurs and is continuing with respect
to a series of Notes, such Indenture Trustee will be under no
obligation to exercise any of the rights or powers under such
Indenture at the request or direction of any of the holders of
such Notes, if such Indenture Trustee believes it will not be
adequately indemnified against the costs, expenses and
liabilities which might be incurred by it in complying with such
request. Subject to the provisions for indemnification and
certain limitations contained in the related Indenture, the
holders of a majority in principal amount of the outstanding
Notes of a given series will have the right to direct the time,
method and place of conducting any proceeding or any remedy
available to the applicable Indenture Trustee, and the holders of
a majority in principal amount of such Notes then outstanding
may, in certain cases, waive any default with respect thereto,
except a default in the payment of principal or interest or a
default in respect of a covenant or provision of such Indenture
that cannot be modified without the waiver or consent of all the
holders of such outstanding Notes.

No holder of a Note of any series will have the right to
institute any proceeding with respect to the related Indenture,
unless (i) such holder previously has given to the applicable
Indenture Trustee written notice of a continuing Event of
Default, (ii) the holders of not less than 25% in principal
amount of the outstanding Notes of such series have made written
request to such Indenture Trustee to institute such proceeding in
its own name as Indenture Trustee, (iii) such holder or holders
have offered such Indenture Trustee satisfactory indemnity, (iv)
such Indenture Trustee has for 60 days failed to institute such
proceeding, and (v) no direction inconsistent with such written
request has been given to such Indenture Trustee during such 60-
day period by the holders of a majority in principal amount of
such outstanding Notes.

With respect to any Trust, neither the related Indenture
Trustee nor the related Trustee in its individual capacity, nor
any holder of a Certificate representing an ownership interest in
such Trust nor any of their respective owners, beneficiaries,
agents, officers, directors, employees, affiliates, successors or
assigns will, in the absence of an express agreement to the
contrary, be personally liable for the payment of the principal
of or interest on the related Notes or for the agreements of such
Trust contained in the applicable Indenture.

Certain Covenants

Each Indenture will provide that the related Trust may not
consolidate with or merge into any other entity, unless (i) the
entity formed by or surviving such consolidation or merger is
organized under the laws of the United States or any state, (ii)
such entity expressly assumes such Trust's obligation to make due
and punctual payments upon the Notes of the related series and
the performance or observance of every agreement and covenant of
such Trust under the Indenture, (iii) no Event of Default shall
have occurred and be continuing immediately after such merger or
consolidation, (iv) such Trust has been advised that the rating
of the Notes or the Certificates of such series then in effect
would not be reduced or withdrawn by the Rating Agencies as a
result of such merger or consolidation, (v) such Trust has
received an opinion of counsel to the effect that such
consolidation or merger would have no material adverse tax
consequence to the Trust or to any related Noteholder or
Certificateholder, and (vi) any action necessary to maintain the
lien and security interest under the Indenture has been taken.

Each Trust will not, among other things, (i) except as
expressly permitted by the applicable Indenture, the applicable
Transfer and Servicing Agreements or certain related documents
with respect to such Trust (collectively, the "Related
Documents"), sell, transfer, exchange or otherwise dispose of any
of the assets of such Trust, (ii) claim any credit on or make any
deduction from the principal and interest payable in respect of
the Notes of the related series (other than amounts withheld
under the Code or applicable state law) or assert any claim
against any present or former holder of such Notes because of the
payment of taxes levied or assessed upon such Trust, (iii) permit
the validity or effectiveness of the related Indenture to be
impaired or permit any person to be released from any covenants
or obligations with respect to such Notes under such Indenture
except as may be expressly permitted thereby, (iv) permit any
lien, charge, excise, claim, security interest, mortgage or other
encumbrance (other than certain liens that arise by operation of
law) to be created on or extend to or otherwise arise upon or
burden the assets of such Trust or any part thereof, or any
interest therein or the proceeds thereof, or (v) permit the lien
of the related Indenture not to constitute a valid first priority
(other than certain liens that arise by operation of law)
security interest in the assets of such Trust.

No Trust may engage in any activity other than as specified
under the section of the related Prospectus Supplement entitled
"The Trust". No Trust will incur, assume or guarantee any
indebtedness other than indebtedness incurred pursuant to the
related Notes and the related Indenture, pursuant to any Advances
made to it by the Servicer or otherwise in accordance with the
Related Documents.

Annual Compliance Statement. Each Trust will be required to
file annually with the related Indenture Trustee a written
statement as to the fulfillment of its obligations under the
Indenture.

Indenture Trustee's Annual Report. The Indenture Trustee
for each Trust will be required to mail each year to all related
Noteholders a brief report relating to its eligibility and
qualification to continue as Indenture Trustee under the related
Indenture, any amounts advanced by it under the Indenture, the
amount, interest rate and maturity date of certain indebtedness
owing by such Trust to the applicable Indenture Trustee in its
individual capacity, the property and funds physically held by
such Indenture Trustee as such and any action taken by it that
materially affects the related Notes and that has not been
previously reported.

Satisfaction and Discharge of Indenture. An Indenture will
be discharged with respect to the collateral securing the related
Notes upon the delivery to the related Indenture Trustee for
cancellation of all such Notes or, with certain limitations, upon
deposit with such Indenture Trustee of funds sufficient for the
payment in full of all such Notes.

The Indenture Trustee

The Indenture Trustee for a series of Notes will be
specified in the related Prospectus Supplement. The Indenture
Trustee for any series may resign at any time, in which event the
Issuer will be obligated to appoint a successor trustee for such
series. The Issuer may also remove any such Indenture Trustee if
such Indenture Trustee ceases to be eligible to continue as such
under the related Indenture or if such Indenture Trustee becomes
insolvent. In such circumstances, the Issuer will be obligated
to appoint a successor trustee for the applicable series of
Notes. Any resignation or removal of the Indenture Trustee and
appointment of a successor trustee for any series of Notes does
not become effective until acceptance of the appointment by the
successor trustee for such series.

DESCRIPTION OF THE CERTIFICATES

General

With respect to each Trust, one or more classes of
Certificates of the related series will be issued pursuant to the
terms of a Trust Agreement or a Pooling and Servicing Agreement,
a form of each of which has been filed as an exhibit to the
Registration Statement of which this Prospectus forms a part.
The following summary does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, all
the provisions of the Certificates and the Trust Agreement or
Pooling and Servicing Agreement, as applicable.

Except for the Certificates, if any, of a given series
purchased by the Seller, each class of Certificates will
initially be represented by one or more Certificates registered
in the name of the Depository, except as set forth below. See
"Certain Information Regarding the Securities--Definitive
Securities." Except for the Certificates, if any, of a given
series purchased by the Seller, the Certificates will be
available for purchase in minimum denominations specified in the
related Prospectus Supplement, or if not so specified, in
denominations of $1,000 and integral multiples of $1,000 in
excess thereof. Certificates may be issued in book-entry form or
as Definitive Certificates and if not otherwise specified in the
related Prospectus Supplement will be available in book-entry
form only. As to the Certificates issued in book-entry form, the
Seller has been informed by DTC that DTC's nominee will be Cede,
unless another nominee is specified in the related Prospectus
Supplement. Accordingly, such nominee is expected to be the
holder of record of the Certificates of any series that are not
purchased by the Seller. Unless and until Definitive
Certificates are issued in replacement for book-entry
Certificates under the limited circumstances described herein or
in the related Prospectus Supplement, no Certificate Owner (other
than the Seller) will be entitled to receive a physical
certificate representing a Certificate. As to Certificates
issued in book-entry form, all references herein and in the
related Prospectus Supplement to actions by Certificateholders
refer to actions taken by DTC upon instructions from the
Participants and all references herein and in the related
Prospectus Supplement to distributions, notices, reports and
statements to Certificateholders refer to distributions, notices,
reports and statements to DTC or its nominee, as the case may be,
as the registered holder of the Certificates, for distribution to
Certificateholders in accordance with DTC's procedures with
respect thereto. See "Certain Information Regarding the
Securities--Book-Entry Registration" and "--Definitive
Securities". Any Certificates of a given series owned by the
Seller or its affiliates will be entitled to equal and
proportionate benefits under the applicable Trust Agreement,
except that such Certificates will be deemed not to be
outstanding for the purpose of determining whether the requisite
percentage of Certificateholders have given any request, demand,
authorization, direction, notice, consent or other action under
the Related Documents (other than the commencement by the related
Trust of a voluntary proceeding in bankruptcy as described under
"Description of the Transfer and Servicing Agreements--Insolvency
Event").

Distributions of Principal and Interest

The timing and priority of distributions, seniority,
allocations of losses, Certificate Rate and amount of or method
of determining distributions with respect to principal and
interest of each class of Certificates will be described in the
related Prospectus Supplement. Distributions of interest on such
Certificates other than certain Strip Certificates will be made
on the dates specified in the related Prospectus Supplement
(each, a "Distribution Date") and will be made prior to
distributions with respect to principal of such Certificates. To
the extent provided in the related Prospectus Supplement, a
series may include one or more classes of Strip Certificates
entitled to (i) distributions in respect of principal with
disproportionate, nominal or no interest distributions, or (ii)
interest distributions with disproportionate, nominal or no
distributions in respect of principal. Each class of
Certificates may have a different Certificate Rate, which may be
a fixed, variable or adjustable Certificate Rate (and which may
be zero for certain classes of Strip Certificates) or any
combination of the foregoing. The related Prospectus Supplement
will specify the Certificate Rate for each class of Certificates
of a given series or the method for determining such Certificate
Rate. See also "Certain Information Regarding the
Securities--Fixed Rate Securities" and "--Floating Rate
Securities". To the extent specified in the related Prospectus
Supplement, distributions in respect of the Certificates of a
given series that includes Notes will be subordinate to payments
in respect of the Notes of such series as more fully described in
the related Prospectus Supplement. Distributions in respect of
interest on and principal of any class of Certificates will be
made on a pro rata basis among all the Certificateholders of such
class.

In the case of a series of Certificates which includes two
or more classes of Certificates, the timing, sequential order,
priority of payment or amount of distributions in respect of
interest and principal, and any schedule or formula or other
provisions applicable to the determination thereof, of each such
class shall be as set forth in the related Prospectus Supplement.

CERTAIN INFORMATION REGARDING THE SECURITIES

Fixed Rate Securities

Each class of Securities (other than certain classes of
Strip Notes or Strip Certificates) may bear interest at a fixed
rate per annum ("Fixed Rate Securities") or at a variable or
adjustable rate per annum ("Floating Rate Securities"), as more
fully described below and in the related Prospectus Supplement.
Each class of Fixed Rate Securities will bear interest at the
applicable per annum Interest Rate or Certificate Rate, as the
case may be, specified in the related Prospectus Supplement.
Interest on each class of Fixed Rate Securities will be computed
on the basis of a 360-day year of twelve 30-day months or on such
other day count basis as is specified in the applicable
Prospectus Supplement. See "Description of the Notes--Principal
and Interest on the Notes" and "Description of the Certificates--
Distributions of Principal and Interest".

Floating Rate Securities

Each class of Floating Rate Securities will bear interest
for each applicable Interest Reset Period (as such term is
defined in the related Prospectus Supplement with respect to a
class of Floating Rate Securities, "Interest Reset Period") at a
rate per annum determined by reference to an interest rate basis
(the "Base Rate"), plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any, in each case as
specified in the related Prospectus Supplement. The "Spread" is
the number of basis points (one basis point equals one one-
hundredth of a percentage point) that may be specified in the
applicable Prospectus Supplement as being applicable to such
class, and the "Spread Multiplier" is the percentage that may be
specified in the applicable Prospectus Supplement as being
applicable to such class.

The applicable Prospectus Supplement will designate a Base
Rate for a given Floating Rate Security based on the London
interbank offered rate ("LIBOR"), commercial paper rates, Federal
funds rates, U.S. Government treasury securities rates,
negotiable certificates of deposit rates or another rate as set
forth in such Prospectus Supplement.

As specified in the applicable Prospectus Supplement,
Floating Rate Securities of a given class may also have either or
both of the following (in each case expressed as a rate per
annum): (i) a maximum limitation, or ceiling, on the rate at
which interest may accrue during any interest period and (ii) a
minimum limitation, or floor, on the rate at which interest may
accrue during any interest period. In addition to any maximum
interest rate that may be applicable to any class of Floating
Rate Securities, the interest rate applicable to any class of
Floating Rate Securities will in no event be higher than the
maximum rate permitted by applicable law, as the same may be
modified by United States law of general application.

Each Trust with respect to which a class of Floating Rate
Securities will be issued will appoint, and enter into agreements
with, a calculation agent (each, a "Calculation Agent") to
calculate interest rates on each such class of Floating Rate
Securities issued with respect thereto. The applicable Prospectus
Supplement will set forth the identity of the Calculation Agent
for each such class of Floating Rate Securities of a given
series, which may be either the Trustee or Indenture Trustee with
respect to such series. All determinations of interest by the
Calculation Agent shall, in the absence of manifest error, be
conclusive for all purposes and binding on the holders of
Floating Rate Securities of a given class. All percentages
resulting from any calculation of the rate of interest on a
Floating Rate Security will be rounded, if necessary, in the
manner specified in the related Prospectus Supplement or, if not
so specified to the nearest 1/100,000 of 1% (.0000001), with five
one-millionths of a percentage point rounded upward.

Book-Entry Registration

With respect to each class of Securities of a given series
issued in book-entry form, Securityholders may hold their
Securities through DTC (in the United States) or Cedel or
Euroclear (in Europe) if they are participants of such systems,
or indirectly through organizations that are participants in such
systems. DTC's Nominee will hold the global Securities. Cedel and
Euroclear will hold omnibus positions on behalf of the Cedel
Participants and the Euroclear Participants, respectively,
through customers' securities accounts in Cedel's and Euroclear's
names on the books of their respective depositories
(collectively, the "Depositaries") which in turn will hold such
positions in customers' securities accounts in the Depositaries'
names on the books of DTC. For additional information regarding
clearance and settlement procedures see Annex I hereto.

DTC is a limited-purpose trust company organized under the
New York Banking Law, a "banking organization" within the meaning
of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Exchange Act.
DTC holds securities for its Participants ("DTC Participants")
and facilitates the clearance and settlement among DTC
Participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic book-entry
changes in DTC Participants' accounts, thereby eliminating the
need for physical movement of securities certificates. DTC
Participants include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations.
Indirect access to the DTC system is also available to others
such as securities brokers and dealers, banks, and trust
companies that clear through or maintain a custodial relationship
with a DTC Participant, either directly or indirectly ("Indirect
Participants"). The rules applicable to DTC and DTC Participants
are on file with the Securities and Exchange Commission.

Transfers between DTC Participants will occur in accordance
with DTC rules. Transfers between Cedel Participants and
Euroclear Participants will occur in the ordinary way in
accordance with their applicable rules and operating procedures.

Cross-market transfers between persons holding directly or
indirectly through DTC, on the one hand, and directly or
indirectly through Cedel Participants or Euroclear Participants,
on the other, will be effected in DTC in accordance with DTC
rules on behalf of the relevant European international clearing
system by its Depositary; however, such cross-market transactions
will require delivery of instructions to the relevant European
international clearing system by the counterparty in such system
in accordance with its rules and procedures and within its
established deadlines (European time). The relevant European
international clearing system will, if the transaction meets its
settlement requirements, deliver instructions to its Depositary
to take action to effect final settlement on its behalf by
delivering or receiving securities in DTC, and making or
receiving payment in accordance with normal procedures for same-
day funds settlement applicable to DTC. Cedel Participants and
Euroclear Participants may not deliver instructions directly to
the Depositaries.

Because of time-zone differences, credits of securities in
Cedel or Euroclear as a result of a transaction with a DTC
Participant will be made during the subsequent securities
settlement processing, dated the business day following the DTC
settlement date, and such credits or any transactions in such
securities settled during such processing will be reported to the
relevant Cedel Participant or Euroclear Participant on such
business day. Cash received in Cedel or Euroclear as a result of
sales of securities by or through a Cedel Participant or a
Euroclear Participant to a DTC Participant will be received with
value on the DTC settlement date but will be available in the
relevant Cedel or Euroclear cash account only as of the business
day following settlement in DTC.

Purchases of Securities under the DTC system must be made by
or through DTC Participants, which will receive a credit for the
Securities on DTC's records. The ownership interest of each
actual Security Owner is in turn to be recorded on the DTC
Participants' and Indirect Participants' records. Security Owners
will not receive written confirmation from DTC of their purchase,
but Security Owners are expected to receive written confirmations
providing details of the transaction, as well as periodic
statements of their holdings, from the DTC Participant or
Indirect Participant through which the Security Owner entered
into the transaction. Transfers of ownership interests in the
Securities are to be accomplished by entries made on the books of
DTC Participants acting on behalf of Security Owners. Security
Owners will not receive certificates representing their ownership
interest in Securities, except in the event that use of the book-
entry system for the Securities is discontinued. Except to the
extent Seller holds Certificates with respect to any series of
Securities, it is anticipated that the only "Securityholder",
"Noteholder" and "Certificateholder" will be DTC's Nominee. Note
Owners will not be recognized by each Indenture Trustee as
Noteholders, as such term is used in each Indenture, and Note
Owners will be permitted to exercise the rights of Noteholders
only indirectly through DTC and DTC Participants. Similarly,
Certificate Owners will not be recognized by each Trustee as
Certificateholders as such term is used in each Trust Agreement
or Pooling and Servicing Agreement, and Certificate Owners will
be permitted to exercise the rights of Certificateholders only
indirectly through DTC and DTC Participants.

To facilitate subsequent transfers, all Securities deposited
by DTC Participants with DTC are registered in the name of DTC's
Nominee. The deposit of Securities with DTC and their
registration in the name of DTC's Nominee effects no change in
beneficial ownership. DTC has no knowledge of the actual Security
Owners of the Securities; DTC's records reflect only the identity
of the DTC Participants to whose accounts such Securities are
credited, which may or may not be the Security Owners. The DTC
Participants will remain responsible for keeping account of their
holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to DTC
Participants, by DTC Participants to Indirect Participants, and
by DTC Participants and Indirect Participants to Security Owners
will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from
time to time.

Neither DTC nor DTC's Nominee will consent or vote with
respect to Securities. Under its usual procedures, DTC mails an
omnibus proxy to the issuer as soon as possible after the record
date, which assigns DTC's Nominees's consenting or voting rights
to those DTC Participants to whose accounts the Securities are
credited on the record date (identified in a listing attached
thereto).

Principal and interest payments on the Securities will be
made to DTC. DTC's practice is to credit Participants' accounts
on the applicable Distribution Date in accordance with their
respective holdings shown on DTC's records unless DTC has reason
to believe that it will not receive payment on such Distribution
Date. Payments by DTC Participants to Security Owners will be
governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in
bearer form or registered in "street name" and will be the
responsibility of such DTC Participant and not of DTC, the
related Indenture Trustee or the related Trustee, as applicable
(the "Applicable Trustee") or the Seller, subject to any
statutory or regulatory requirements as may be in effect from
time to time. Payment of principal and interest to DTC is the
responsibility of the Applicable Trustee, disbursement of such
payments to DTC Participants shall be the responsibility of DTC,
and disbursement of such payments to Security Owners shall be the
responsibility of DTC Participants and Indirect Participants.
Under a book-entry format, Securityholders may experience some
delay in their receipt of payments, since such payments will be
forwarded by the Applicable Trustee to DTC's Nominee. DTC will
forward such payments to DTC Participants which thereafter will
forward them to Indirect Participants or Security Owners.

Because DTC can only act on behalf of DTC Participants, who
in turn act on behalf of Indirect Participants and certain banks,
the ability of a Securityholder to pledge Securities to persons
or entities that do not participate in the DTC system, or
otherwise take actions with respect to such Securities, may be
limited due to the lack of a physical certificate for such
Securities.

DTC has advised the Seller that it will take any action
permitted to be taken by a Noteholder under the related Indenture
or a Certificateholder under the related Trust Agreement or
Pooling and Servicing Agreement only at the direction of one or
more DTC Participants to whose accounts with DTC the applicable
Notes or Certificates are credited. DTC may take conflicting
actions with respect to other undivided interests to the extent
that such actions are taken on behalf of Participants whose
holdings include such undivided interests.

The information in this section concerning DTC and DTC's
book-entry system has been obtained from sources that the Seller
believes to be reliable, but the Seller takes no responsibility
for the accuracy thereof.

Cedel Bank, societe anonyme ("Cedel") is incorporated under
the laws of Luxembourg as a professional depository. Cedel holds
securities for its participating organizations ("Cedel
Participants") and facilitates the clearance and settlement of
securities transactions between Cedel Participants through
electronic book-entry changes in accounts of Cedel Participants,
thereby eliminating the need for physical movement of
certificates. Transactions may be settled in Cedel in any of 32
currencies, including United States dollars. Cedel provides to
its Cedel Participants, among other things, services for
safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and
borrowing. Cedel interfaces with domestic markets in several
countries. As a professional depository, Cedel is subject to
regulation by the Luxembourg Monetary Institute. Cedel
Participants are recognized financial institutions around the
world, including underwriters, securities brokers and dealers,
banks, trust companies, clearing corporations and certain other
organizations and may include the underwriters of any series of
Securities. Indirect access to Cedel is also available to others,
such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a Cedel
Participant, either directly or indirectly.

The Euroclear System was created in 1968 to hold securities
for participants of the Euroclear System ("Euroclear
Participants") and to clear and settle transactions between
Euroclear Participants through simultaneous electronic book-entry
delivery against payment, thereby eliminating the need for
physical movement of certificates and any risk from lack of
simultaneous transfers of securities and cash. Transactions may
now be settled in any of 32 currencies, including United States
dollars. The Euroclear System includes various other services,
including securities lending and borrowing and interfaces with
domestic markets in 25 countries generally similar to the
arrangements for cross-market transfers with DTC described above.
The Euroclear System is operated by Morgan Guaranty Trust Company
of New York, Brussels, Belgium office (the "Euroclear Operator"
or "Euroclear"), under contract with Euroclear Clearance System,
Societe Cooperative, a Belgian cooperative corporation (the
"Cooperative"). All operations are conducted by the Euroclear
Operator, and all Euroclear securities clearance accounts and
Euroclear cash accounts are accounts with the Euroclear Operator,
not the Cooperative. The Cooperative Board establishes policy for
the Euroclear System. Euroclear Participants include banks
(including central banks), securities brokers and dealers and
other professional financial intermediaries and may include the
underwriters of any series of Securities. Indirect access to the
Euroclear System is also available to other firms that maintain a
custodial relationship with a Euroclear Participant, either
directly or indirectly.

The Euroclear Operator is the Belgian branch of a New York
banking corporation which is a member bank of the Federal Reserve
System. As such, it is regulated and examined by the Board of
Governors of the Federal Reserve System and the New York State
Banking Department, as well as the Belgian Banking Commission.

Securities clearance accounts and cash accounts with the
Euroclear Operator are governed by the Terms and Conditions
Governing Use of Euroclear and the related Operating Procedures
of the Euroclear System (collectively, the "Terms and
Conditions"). The Terms and Conditions govern transfers of
securities and cash within the Euroclear System, withdrawal of
securities and cash from the Euroclear System, and receipts of
payments with respect to securities in the Euroclear System. All
securities in the Euroclear System are held on a fungible basis
without attribution of specific certificates to specific
securities clearance accounts. The Euroclear Operator acts under
the Terms and Conditions only on behalf of Euroclear Participants
and has no record of or relationship with persons holding through
Euroclear Participants.

Distributions with respect to Securities held through Cedel
or Euroclear will be credited to the cash accounts of Cedel
Participants or Euroclear Participants in accordance with the
relevant system's rules and procedures, to the extent received by
its Depositary. Such distributions will be subject to tax
reporting in accordance with relevant United States tax laws and
regulations. See "Federal Income Tax Consequences." Cedel
or the Euroclear Operator, as the case may be, will take any
other action permitted to be taken by a Securityholder under a
related Agreement on behalf of a Cedel Participant or Euroclear
Participant only in accordance with its relevant rules and
procedures and subject to its Depositary's ability to effect such
actions on its behalf through DTC.

Although DTC, Cedel and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of
Securities among participants of DTC, Cedel and Euroclear, they
are under no obligation to perform or continue to perform such
procedures and such procedures may be discontinued at any time.
Under such circumstances, in the event that a successor
securities depository for DTC is not obtained, Definitive
Securities are required to be printed and delivered. The Seller
may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In
that event, Definitive Securities will be delivered to
Securityholders. See "--Definitive Securities."

NONE OF THE TRUST, THE SELLER, THE BANK, THE SERVICER, ANY
SUBSERVICER, ANY APPLICABLE TRUSTEE NOR ANY OF THE UNDERWRITERS
WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DTC
PARTICIPANTS, CEDEL PARTICIPANTS OR EUROCLEAR PARTICIPANTS OR THE
PERSONS FOR WHOM THEY ACT AS NOMINEES WITH RESPECT TO (1) THE
ACCURACY OF ANY RECORDS MAINTAINED BY DTC, CEDEL, EUROCLEAR OR
ANY PARTICIPANT, (2) THE PAYMENT BY DTC, CEDEL, EUROCLEAR OR ANY
PARTICIPANT OF ANY AMOUNT DUE TO ANY SECURITY OWNER IN RESPECT OF
THE PRINCIPAL BALANCE OF, OR INTEREST ON, THE SECURITIES, (3) THE
DELIVERY BY ANY DTC PARTICIPANT, CEDEL PARTICIPANT, OR EUROCLEAR
PARTICIPANT OF ANY NOTICE TO ANY SECURITY OWNER WHICH IS REQUIRED
OR PERMITTED UNDER THE TERMS OF THE APPLICABLE AGREEMENTS TO BE
GIVEN TO SECURITYHOLDERS OR (4) ANY OTHER ACTION TAKEN BY DTC OR
DTC'S NOMINEE AS THE SECURITYHOLDER.

Definitive Securities

With respect to any series of Notes and any series of
Certificates issued in book-entry form, such Notes or
Certificates will be issued in fully registered, certificated
form ("Definitive Notes" and "Definitive Certificates",
respectively, and collectively referred to herein as "Definitive
Securities") to Noteholders or Certificateholders or their
respective nominees, rather than to DTC or its nominee, if the
related Prospectus Supplement so provides with respect to the
initial issuance of any such Securities thereunder and, if the
related Prospectus Supplement does not so provide, only if (i)
Seller advises the related Trustee that DTC is no longer willing
or able to discharge properly its responsibilities as depository
with respect to such Securities and such Trustee is unable to
locate a qualified successor, (ii) the Seller at its option,
advises the related Trustee that it elects to terminate the book-
entry system through DTC, or (iii) after the occurrence of an
Event of Default or a Servicer Termination Event with respect to
such Securities, holders representing at least a majority of the
outstanding principal amount of the Notes or the Certificates, as
the case may be, of such series advise the Applicable Trustee and
DTC through its Participants in writing that the continuation of
a book-entry system through DTC (or a successor thereto) with
respect to such Notes or Certificates is no longer in the best
interest of the holders of such Securities.

Upon the occurrence of any event described in the
immediately preceding paragraph, the Applicable Trustee will be
required to notify all applicable Security Owners of a given
series through Participants of the availability of Definitive
Securities. Upon surrender by DTC of the definitive certificates
representing the corresponding Securities and receipt of
instructions for re-registration, the Applicable Trustee will
reissue such Securities as Definitive Securities to such
Securityholders.

Distributions of principal of, and interest on, Definitive
Securities will be made by the Applicable Trustee in accordance
with the procedures set forth in the related Indenture or the
related Trust Agreement or Pooling and Servicing Agreement, as
applicable, directly to holders of Definitive Securities in whose
names the Definitive Securities were registered at the close of
business on the applicable record date specified for such
Securities in the related Prospectus Supplement. Such
distributions will be made by check mailed to the address of such
holder as it appears on the register maintained by the Applicable
Trustee. The final payment on any such Definitive Security,
however, will be made only upon presentation and surrender of
such Definitive Security at the office or agency specified in the
notice of final distribution to the applicable Securityholders.

Definitive Securities will be transferable and exchangeable
at the offices of the Applicable Trustee or of a registrar named
in a notice delivered to holders of Definitive Securities. No
service charge will be imposed for any registration of transfer
or exchange, but the Applicable Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge
imposed in connection therewith.

List of Securityholders

Three or more holders of the Notes of a given series or one
or more holders of such Notes evidencing not less than 25% of the
aggregate outstanding principal balance of such Notes may, by
written request to the related Indenture Trustee, obtain access
to the list of all Noteholders of such series maintained by such
Indenture Trustee for the purpose of communicating with other
Noteholders with respect to their rights under the related
Indenture or under such Notes. Unless Definitive Notes have been
issued, the only "Noteholder" appearing on the list maintained by
the related Indenture Trustee will be Cede, as nominee for DTC.
In such circumstances, any Note Owner wishing to communicate with
other Note Owners will not be able to identify those Note Owners
through the Indenture Trustee and instead will have to attempt to
identify them through DTC and its Participants or such other
means as such Note Owner may find available.

Three or more holders of the Certificates of a given series
or one or more holders of such Certificates evidencing not less
than 25% of the Certificate Balance of such Certificates may, by
written request to the related Trustee, obtain access to the list
of all Certificateholders of such series maintained by such
Trustee for the purpose of communicating with other
Certificateholders with respect to their rights under the related
Trust Agreement or Pooling and Servicing Agreement or under such
Certificates. Unless Definitive Certificates have been issued,
the only "Certificateholder" appearing on the list maintained by
the related Trustee will be Cede, as nominee for DTC. In such
circumstances, any Certificate Owner wishing to communicate with
other Certificate Owners will not be able to identify those
Certificate Owners through the Trustee and instead will have to
attempt to identify them through DTC and its Participants or such
other means as such Certificate Owner may find available.

Reports to Securityholders

With respect to each series of Securities, on or prior to
each Payment Date or Distribution Date, as applicable, the
Servicer will prepare and provide to the related Trustee a
statement to be delivered to the related Securityholders. With
respect to each series of Securities, each such statement to be
delivered to Noteholders will include (to the extent applicable)
the following information (and any other information so specified
in the related Prospectus Supplement) as to the Notes of such
series with respect to such Payment Date or the period since the
previous Payment Date, as applicable, and each such statement to
be delivered to Certificateholders will include (to the extent
applicable) the following information (and any other information
so specified in the related Prospectus Supplement) as to the
Certificates of such series with respect to such Distribution
Date or the period since the previous Distribution Date, as
applicable:

(i) the amount of the distribution allocable to
principal of each class of such Notes and to the Certificate
Balance of each class of such Certificates;

(ii) the amount of the distribution allocable to
interest on or with respect to each class of Securities of
such series;

(iii) the Pool Balance as of the close of business on
the last day of the preceding Collection Period;

(iv) the aggregate outstanding principal balance and
the Note Pool Factor for each class of such Notes, and the
Certificate Balance and the Certificate Pool Factor for each
class of such Certificates, each after giving effect to all
payments reported under clause (i) above on such date;

(v) the amount of the Servicing Fee paid to the
Servicer with respect to the related Collection Period or
Collection Periods, as the case may be;

(vi) the Interest Rate or Certificate Rate for the
next period for any class of Notes or Certificates of such
series with variable or adjustable rates;

(vii) the amount of the aggregate realized losses, if
any, for the preceding Collection Period;

(viii) the Noteholders' Interest Carryover Shortfall,
the Noteholders' Principal Carryover Shortfall, the
Certificateholders' Interest Carryover Shortfall and the
Certificateholders' Principal Carryover Shortfall (each as
defined in the related Prospectus Supplement), if any, in
each case as applicable to each class of Securities, and the
change in such amounts from the preceding statement;

(ix) the aggregate Purchase Amounts for receivables,
if any, that were repurchased in such Collection Period;

(x) the balance of the Reserve Account (if any) on
such date, after giving effect to changes therein on such
date;

(xi) for each such date during the Funding Period (if
any), the remaining Pre-Funded Amount; and

(xii) for the first such date that is on or immediately
following the end of the Funding Period (if any), the amount
of any remaining Pre-Funded Amount that has not been used to
fund the purchase of Subsequent Receivables and is being
passed through as payments of principal on the Securities of
such series.

Each amount set forth pursuant to subclauses (i), (ii), (v)
and (viii) with respect to the Notes or the Certificates of any
series will be expressed as a dollar amount per $1,000 of the
initial principal balance of such Notes or the initial
Certificate Balance of such Certificates, as applicable.

Within the prescribed period of time for tax reporting
purposes after the end of each calendar year during the term of
each Trust, the Applicable Trustee will mail to each person who
at any time during such calendar year has been a Securityholder
with respect to such Trust and received any payment thereon a
statement containing certain information for the purposes of such
Securityholder's preparation of federal income tax returns. See
"Federal Income Tax Consequences".

Funding Period or Revolving Period

If specified in the related Prospectus Supplement, during a
Funding Period and/or Revolving Period, the Pre-Funding Account
and/or Revolving Account will be maintained as a trust account in
the name of the Applicable Trustee. The Pre-Funded Amount will
initially equal the amount specified in the related Prospectus
Supplement, which may be up to 100% of the aggregate principal
amount of the series of Securities offered thereunder. During the
Funding Period, the Pre-Funded Amount will be reduced by the
amount thereof used to purchase Subsequent Receivables in
accordance with the Sale and Servicing Agreement or the Pooling
and Servicing Agreement, as applicable, and the amounts thereof
deposited in the Reserve Account in connection with the purchase
of such Subsequent Receivables.

Prior to being used to purchase Subsequent Receivables or
paid to the Noteholders and Certificateholders, the Pre-Funded
Amount and amounts or deposit in the Revolving Account will be
invested from time to time in Eligible Investments other than
money market funds. See "Description of the Transfer and
Servicing Agreements--Accounts."

If specified in the related Prospectus Supplement for a
Trust that issues Notes, during a Revolving Period, the
Applicable Trustee will deposit in the related Revolving Account
the principal collections on the related Receivables as described
above. In addition, on each Distribution Date during the
Revolving Period, the applicable Trustee will deposit in the
related Revolving Account any other amount described in the
related Prospectus Supplement. Funds on deposit in a Revolving
Account will be withdrawn from time to time during the related
Revolving Period for delivery to the Seller in exchange for the
transfer and assignment of Subsequent Receivables to the related
Trust in the manner specified in the related Prospectus
Supplement. In addition, on the Distribution Date following the
end of the related Revolving Period, the Applicable Trustee will
transfer the amount, if any, on deposit in the related Revolving
Account at the close of business on the last day of such
Revolving Period, less any investment earnings on deposit
therein, to the related Collection Account for distribution to
the related Securityholders on such Distribution Date. In
addition, on each Distribution Date during the related Revolving
Period, the Applicable Trustee will transfer to the related
Collection Account for distribution to the related
Securityholders on such Distribution Date the amount, if any, by
which the amount on deposit in the related Revolving Account at
the close of business on the last day of the preceding calendar
month, less any investment earnings on deposit therein, exceeds
the maximum permitted Revolving Account balance specified in the
related Prospectus Supplement.

DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS

The following summary describes certain terms of each Sale
and Servicing Agreement or Pooling and Servicing Agreement
pursuant to which a Trust will purchase Receivables from the
Seller and the Servicer will agree to service such Receivables
and each Trust Agreement (in the case of a grantor trust, the
Pooling and Servicing Agreement) pursuant to which a Trust will
be created and Certificates will be issued and pursuant to which
the Trustee will undertake certain administrative duties with
respect to a Trust that issues Notes (collectively, the "Transfer
and Servicing Agreements"). Forms of the Transfer and Servicing
Agreements have been filed as exhibits to the Registration
Statement of which this Prospectus forms a part. This summary
does not purport to be complete and is subject to, and qualified
in its entirety by reference to, all the provisions of the
Transfer and Servicing Agreements.

Sale and Assignment of Receivables

On or before the Closing Date specified with respect to any
given Trust in the related Prospectus Supplement (the "Closing
Date"), the Seller will, if so specified in such Prospectus
Supplement, transfer and assign to the Applicable Trustee,
without recourse, pursuant to a Sale and Servicing Agreement or a
Pooling and Servicing Agreement, as applicable, its entire
interest in the Initial Receivables, if any, of the related
Receivables Pool, including its security interests in the related
Financed Vehicles. Each such Receivable will be identified in a
schedule delivered pursuant to such Pooling and Servicing
Agreement or Sale and Servicing Agreement (a "Schedule of
Receivables"). The net proceeds received from the sale of the
Certificates and the Notes of a given series will be applied to
the purchase of the related Receivables from the Seller and, to
the extent specified in the related Prospectus Supplement, to the
repayment of any Warehouse Financing or deposit of the Pre-Funded
Amount into the Pre-Funding Account. The related Prospectus
Supplement for a given Trust will specify whether, and the terms,
conditions and manner under which, Subsequent Receivables will be
sold by the Seller to the applicable Trust from time to time
during any Funding Period on each date specified as a transfer
date in the related Prospectus Supplement (each, a "Subsequent
Transfer Date").

If so specified in the related Prospectus Supplement, a
Trust may acquire Initial Receivables pursuant to "warehousing"
financing arrangements entered into prior to the issuance by that
Trust of any Securities offered hereby. It will be a condition to
the issuance of Securities by any such Trust that any Warehouse
Financing be repaid in full, and any related security interests
released, at or prior to the time of such issuance.

In each Sale and Servicing Agreement or Pooling and
Servicing Agreement, the Seller will represent and warrant to the
applicable Trust, among other things, that: (i) the information
provided in the related Schedule of Receivables is correct in all
material respects; (ii) the Obligor on each related Receivable is
required to maintain physical damage insurance covering the
Financed Vehicle; (iii) as of the applicable Closing Date or the
applicable Subsequent Transfer Date, if any, to the best of its
knowledge, the Financed Vehicle securing the related Receivable
is free and clear of all security interests, liens, charges and
encumbrances that are or may be prior to the lien granted by such
Receivable; (iv) as of the Closing Date or the applicable
Subsequent Transfer Date, if any, each of such Receivables is
owned by Seller free and clear of any lien and is secured by a
first perfected security interest in favor of the Seller in the
Financed Vehicle; (v) each related Receivable, at the time it was
originated, complied and, as of the Closing Date or the
applicable Subsequent Transfer Date, if any, complies in all
material respects with applicable federal and state laws,
including, without limitation, consumer credit, truth in lending,
equal credit opportunity and disclosure laws; and (vi) any other
representations and warranties that may be set forth in the
related Prospectus Supplement.

As of the last day of the month that includes the sixtieth
day (or if the Seller elects, the thirtieth day) following the
discovery by or notice to the Seller of a breach of any
representation or warranty of the Seller that materially and
adversely affects the interests of the related Trust in any
Receivable, the Seller, unless the breach is cured, will
repurchase such Receivable from such Trust at a price equal to
the amount that would be required to be paid by the related
Obligor on such date to prepay such Receivable, after giving
effect to the receipt of any moneys collected (from whatever
source) on such Receivable, if any (the "Purchase Amount"). The
repurchase obligation constitutes the sole remedy available to
the Certificateholders or the Trustee and any Noteholders or
Indenture Trustee in respect of such Trust for any such uncured
breach.

Pursuant to each Sale and Servicing Agreement or Pooling and
Servicing Agreement, to assure uniform quality in servicing the
Receivables and to reduce administrative costs, the Seller and
each Trust will designate the Servicer or an Originator as
custodian to maintain possession, as such Trust's agent, of the
related motor vehicle retail installment sales contract or
promissory note and security agreement and any other documents
relating to the Receivables. The Receivables will not be
segregated, stamped or otherwise marked to indicate that they
have been sold to the related Trust. The accounting records
and computer systems of each Affiliate, the Servicer and the
Seller will reflect the sales and assignments of the related
Receivables to the Seller or a Trust, as applicable, and
Uniform Commercial Code ("UCC") financing statements reflecting
such sales and assignments will be filed.
If through inadvertence or otherwise, another party
purchases (or takes a security interest in) the Receivables for
new value in the ordinary course of business and takes possession
of the Receivables without actual knowledge of the related
Trust's interest, the purchaser (or secured party) will acquire
an interest in the Receivables superior to the interest of the
related Trust. See "Certain Legal Aspects of the
Receivables--Security Interest in Vehicles."

Accounts

With respect to each Trust that issues Notes, the Servicer
will establish and maintain with the related Indenture Trustee
one or more accounts, in the name of the Indenture Trustee on
behalf of the related Noteholders and Certificateholders, into
which all payments made on or with respect to the related
Receivables will be deposited (the "Collection Account"). The
Servicer will establish and maintain with such Indenture Trustee
an account, in the name of such Indenture Trustee on behalf of
such Noteholders, into which amounts released from the Collection
Account and any Pre-Funding Account, Revolving Account, Reserve
Account or other credit enhancement for payment to such
Noteholders will be deposited and from which all distributions to
such Noteholders will be made (the "Note Distribution Account").
The Servicer will establish and maintain with the related Trustee
one or more accounts, in the name of such Trustee on behalf of
such Certificateholders, into which amounts released from the
Collection Account and any Pre-Funding Account, Revolving
Account, Reserve Account or other credit or cash flow enhancement
for distribution to such Certificateholders will be deposited and
from which all distributions to such Certificateholders will be
made (each, a "Certificate Distribution Account"). With respect
to each Trust that does not issue Notes, the Servicer will also
establish and maintain the Collection Account and any other Trust
Account in the name of the related Trustee on behalf of the
related Certificateholders.

If so provided in the related Prospectus Supplement, the
Servicer will establish an additional account (the "Payahead
Account"), in the name of the related Indenture Trustee, into
which, to the extent required by the Sale and Servicing
Agreement, early payments by or on behalf of Obligors on
Precomputed Receivables which do not constitute scheduled
payments, full prepayments, nor certain partial prepayments that
result in a reduction of the Obligor's periodic payment below the
scheduled payment as of the applicable Cutoff Date ("Payaheads")
will be deposited until such time as the payment falls due.
Until such time as payments are transferred from the Payahead
Account to the Collection Account, they will not constitute
collected interest or collected principal and will not be
available for distribution to the applicable Noteholders or
Certificateholders. For each Trust that issues Notes, the
Payahead Account will initially be maintained with the applicable
Indenture Trustee. With respect to each Trust that does not
issue Notes, the Servicer will establish and maintain with the
related Trustee the Payahead Account in the name of such Trustee.
So long as the Bank is the servicer and provided that (i) there
exists no Servicer Termination Event and (ii) each other
condition to holding Payaheads as may be required by the
applicable Sale and Servicing Agreement or Pooling and Servicing
Agreement is satisfied, Payaheads may be retained by the Servicer
until the applicable Payment Date or Distribution Date.

Any other accounts to be established with respect to a
Trust, including any Pre-Funding Account, Revolving Account,
Yield Supplement Account (as such term is defined in the related
Prospectus Supplement, the "Yield Supplement Account") or
Reserve Account, will be described in the related Prospectus
Supplement.

For any series of Securities, funds in the Collection
Account, the Note Distribution Account, the Certificate
Distribution Account(s) and any Pre-Funding Account, Revolving
Account, Reserve Account and other accounts identified as such in
the related Prospectus Supplement (collectively, the "Trust
Accounts") will be invested as provided in the related Sale and
Servicing Agreement or Pooling and Servicing Agreement in
Eligible Investments. "Eligible Investments" are generally
limited to investments acceptable to the Rating Agencies as being
consistent with the ratings of the Notes and the Certificates and
may include, if otherwise eligible, debt securities of the
related Trustee, the Bank or any of their affiliates and mutual
funds for which the related Trustee, the Bank or any of their
affiliates is an investment manager or investment advisor.
Investments will be "Eligible Investments" only so long as making
such investments will not require the related Trust to register
as an investment company under the Investment Company Act of
1940, as amended.

Eligible Investments generally are limited to obligations or
securities that mature on or before the date of the next
distribution for such series. However, to the extent permitted
by the Rating Agencies, funds in any Reserve Account may be
invested in securities that will not mature prior to the date of
the next distribution with respect to such Certificates or Notes
and will not be sold to meet any shortfalls. Thus, the amount of
cash in any Reserve Account at any time may be less than the
balance of the Reserve Account. If the amount required to be
withdrawn from any Reserve Account to cover shortfalls in
collections on the related Receivables (as provided in the
related Prospectus Supplement) exceeds the amount of cash in the
Reserve Account, a temporary shortfall in the amounts distributed
to the related Noteholders or Certificateholders could result,
which could, in turn, increase the average life of the Notes or
the Certificates of such series. To the extent specified in the
related Prospectus Supplement, investment earnings on funds
deposited in the Trust Accounts, net of losses and investment
expenses (collectively, "Investment Earnings"), will be either
deposited in the applicable Collection Account on each
Distribution Date and shall be treated as collections of interest
on the related Receivables or distributed to the Servicer and not
be treated as collections on the Receivables or otherwise be
available for Noteholders or Certificateholders.

The Trust Accounts will be maintained as Eligible Deposit
Accounts. "Eligible Deposit Account" means either (x) a
segregated account with an Eligible Institution or (y) a
segregated trust account with the corporate trust department of a
depository institution organized under the laws of the United
States of America or any one of the states thereof or the
District of Columbia (or any domestic branch of a foreign bank),
having corporate trust powers and acting as trustee for funds
deposited in such account, so long as any of the securities of
such depository institution have a credit rating from each Rating
Agency in one of its generic rating categories which signifies
investment grade. "Eligible Institution" means, with respect to
a Trust, (a) the corporate trust department of the related
Indenture Trustee or the related Trustee, as applicable, or (b) a
depository institution organized under the laws of the United
States of America or any one of the states thereof or the
District of Columbia (or any domestic branch of a foreign bank),
in each case (i) which has either (A) a long-term unsecured debt
rating acceptable to the Rating Agencies or (B) a short-term
unsecured debt rating or certificate of deposit rating acceptable
to the Rating Agencies and (ii) whose deposits are insured by the
FDIC.

Servicing Procedures

The Servicer will make reasonable efforts to collect all
payments due with respect to the Receivables held by any Trust
and will, consistent with the related Sale and Servicing
Agreement or Pooling and Servicing Agreement, follow such
collection procedures as it follows with respect to comparable
motor vehicle retail installment sales contracts and promissory
note and security agreements it services for itself or others.
Consistent with its customary procedures, the Servicer may, in
its discretion, arrange with the
Obligor on a Receivable to extend or modify the payment schedule,
but no such arrangement will, for purposes of any Sale and
Servicing Agreement or Pooling and Servicing Agreement, modify
the principal balance or Interest Rate of any Receivable or
modify any Receivable if such amendment or modification would
extend the final payment date of any Receivable beyond the Final
Scheduled Maturity Date. Some of such arrangements may result
in the Servicer purchasing the Receivable for the Purchase Amount.
See "Risk Factors--Prepayment Considerations." The Servicer may
sell the Financed Vehicle securing the respective Receivable at
public or private sale, or take any other action permitted by
applicable law. See "Certain Legal Aspects of the Receivables".

Pursuant to the Sale and Servicing Agreement or the Pooling
and Servicing Agreement, as applicable, the Bank, as Servicer,
has the right to delegate any or all of its responsibilities and
obligations as Servicer to any of its affiliates and to delegate
specific duties to third-party service providers who are in the
business of performing such duties. The Bank intends to delegate
to certain Affiliates responsibilities and obligations as
Servicer with respect to Receivables acquired by the Seller from
such Affiliates. Notwithstanding any delegation of its
responsibilities and obligations to any other entity, the
Servicer will continue to be liable for all its servicing
obligations under the applicable Sale and Servicing Agreement or
Pooling and Servicing Agreement as if the Servicer alone were
servicing the Receivables.

Collections

With respect to each Trust, the Servicer will deposit all
payments on the related Receivables received from Obligors and
all proceeds of the related Receivables collected during each
collection period specified in the related Prospectus Supplement
(each, a "Collection Period") into the related Collection Account
not later than two business days after receipt. However, so long
as the Bank is the Servicer and provided that (i) there exists no
Servicer Termination Event and (ii) each other condition to
making monthly deposits as may be required by the related Sale
and Servicing Agreement or Pooling and Servicing Agreement is
satisfied, the Servicer may retain such amounts until the
Business Day prior to the applicable Distribution Date or Payment
Date. The Servicer or the Seller, as the case may be, will remit
the aggregate Purchase Amount of any Receivables to be purchased
from a Trust to the related Collection Account on the Business
Day prior to the applicable Distribution Date or Payment Date.
Pending deposit into the Collection Account, collections may be
employed by the Servicer at its own risk and for its own benefit
and will not be segregated from its own funds. To the extent set
forth in the related Prospectus Supplement, the Servicer may, in
order to satisfy the requirements described above, obtain a
letter of credit or other security for the benefit of the related
Trust to secure timely remittances of collections on the related
Receivables and payment of the aggregate Purchase Amount with
respect to Receivables purchased by the Servicer.

Collections on a Receivable made during a Collection Period
which are not late fees, prepayment charges, or certain other
similar fees or charges shall, be applied first to any
outstanding Advances made by the Servicer, with respect to such
Receivable and then to the scheduled payment. To the extent that
such collections on a Precomputed Receivable during a Collection
Period exceed the outstanding Precomputed Advances and the
scheduled payment on such Precomputed Receivable, the collections
shall be applied to prepay the Precomputed Receivable in full.
If the collections are insufficient to prepay the Precomputed
Receivable in full, they generally shall be treated as Payaheads
until such later Collection Period as such Payaheads may be
transferred to the Collection Account and applied either to the
scheduled payment or to prepay the Precomputed Receivable in
full.

Advances

If so provided in the related Prospectus Supplement, to the
extent the collections on a Precomputed Receivable for a
Collection Period are less than the scheduled payment, the amount
of Payaheads made on such Precomputed Receivable not previously
applied (the "Payahead Balance"), if any, with respect to such
Precomputed Receivable shall be applied by the Servicer to the
extent of the shortfall. In addition, if so provided in the
related Prospectus Supplement, on or before the business day
prior to each applicable Distribution Date or Payment Date, the
Servicer shall deposit into the related Collection Account an
amount generally equal to the lesser of (a) the excess, if any,
of (i) the amount of interest that would be expected to be
received on the Receivables (other than Non-Defaulted
Receivables) during the related Collection Period over (ii) the
actual interest collected by the Servicer during such Collection
Period minus unreimbursed prior Advances and (b) the amount (if
any) by which (i) the sum of any unpaid Servicing Fees for the
related Collection Period and all prior Collection Periods and
the amount of interest distributable to Securityholders on the
following Distribution Date exceeds (ii) an amount equal to the
actual interest collected by the Servicer during such Collection
Period minus unreimbursed prior Advances. No advances of
principal will be made with respect to the Receivables. The
Servicer will be entitled to be reimbursed for outstanding
Advances on the Distribution Date in the following month to the
extent of Interest Collections for such Distribution Date and, to
the extent such Interest Collections are insufficient, to the
extent of funds available in the Reserve Account. The Servicer
will be obligated to make such an Advance except to the extent
that the Servicer reasonably determines that the Advance is
unlikely to be recoverable from the following month's collections
of interest and the funds in the Reserve Account.

Servicing Compensation and Payment of Expenses

On each Distribution Date, the Servicer will be entitled to
receive the Servicing Fee for the related Collection Period in an
amount generally equal to a specified percentage per annum (as
set forth in the related Prospectus Supplement, the "Servicing
Fee Rate") of the Pool Balance as of the first day of such
Collection Period (the "Servicing Fee"). If it is acceptable to
each Rating Agency without a reduction in the rating of any of
the Securities, the Servicing Fee in respect of a Collection
Period (together with any portion of a Servicing Fee that remains
unpaid from prior Distribution Dates) at the option of the
Servicer may be paid at or as soon as possible after the
beginning of such Collection Period out of the first collections
of interest received on the Receivables for such Collection
Period.

The Servicer will also collect and retain any late fees,
extension fees, prepayment charges and certain non-sufficient
funds charges and other administrative fees or similar charges
("Supplemental Servicing Fees") allowed by applicable law with
respect to the related Receivables and will be entitled to
reimbursement from such Trust for certain liabilities. Payments
by or on behalf of Obligors will be allocated to scheduled
payments and late fees and other charges in accordance with the
Servicer's customary practices and procedures. To the extent
specified in the related Prospectus Supplement, Supplemental
Servicing Fees will include investment earnings on investments of
funds deposited in the Trust Accounts and other accounts with
respect to a Trust.

The Servicing Fee and Supplemental Servicing Fee will
compensate the Servicer for performing the functions of a third
party servicer of motor vehicle receivables as an agent for its
beneficial owner, including collecting and posting all payments,
responding to inquiries of Obligors on the Receivables,
investigating delinquencies, sending billing information to
Obligors, reporting tax information to Obligors, paying costs of
collections and disposition of defaults and policing the
collateral. The Servicing Fee also will compensate the Servicer
for administering the particular Receivables Pool, including
making Advances, accounting for collections and furnishing
monthly and annual statements to the related Trustee and
Indenture Trustee with respect to distributions and generating
federal income tax information for such Trust and for the related
Noteholders and Certificateholders. The Servicing Fee also will
reimburse the Servicer for certain taxes, the fees of the related
Trustee and Indenture Trustee, if any, accounting fees, outside
auditor fees, data processing costs and other costs incurred in
connection with administering the applicable Receivables Pool.

Distributions

With respect to each series of Securities, beginning on the
Payment Date or Distribution Date, as applicable, specified in
the related Prospectus Supplement, distributions of principal and
interest (or, where applicable, of principal or interest only) on
each class of such Securities entitled thereto will be made by
the Applicable Trustee to the Noteholders and the
Certificateholders of such series. The timing, calculation,
allocation, order, source, priorities of and requirements for all
payments to each class of Noteholders and all distributions to
each class of Certificateholders of such series will be set forth
in the related Prospectus Supplement.

With respect to each Trust, on each Payment Date and
Distribution Date, as applicable, collections on the related
Receivables will be transferred from the Collection Account to
the Note Distribution Account for distribution to Noteholders, if
any, and to each Certificate Distribution Account for
distribution to Certificateholders to the extent provided in the
related Prospectus Supplement. Credit enhancement, such as a
Reserve Account, will be available to cover any shortfalls in the
amount available for distribution on such date to the extent
specified in the related Prospectus Supplement. As more fully
described in the related Prospectus Supplement, distributions in
respect of principal of a class of Securities of a given series
will be subordinate to distributions in respect of interest on
such class, and distributions in respect of one or more classes
of Certificates of such series may be subordinate to payments in
respect of Notes, if any, of such series or other classes of
Certificates of such series.

Credit and Cash Flow Enhancement

The amounts and types of credit and cash flow enhancement
arrangements and the provider thereof, if applicable, with
respect to each class of Securities of a given series, if any,
will be set forth in the related Prospectus Supplement. If and
to the extent provided in the related Prospectus Supplement,
credit and cash flow enhancement may be in the form of
subordination of one or more classes of Securities, Reserve
Accounts, over-collateralization, letters of credit, credit or
liquidity facilities, surety bonds, guaranteed investment
contracts, guaranteed rate agreements, swaps or other interest
rate protection agreements, repurchase obligations, yield
supplement agreements, other agreements with respect to third
party payments or other support, cash deposits or such other
arrangements as may be described in the related Prospectus
Supplement or any combination of two or more of the foregoing.
If specified in the related Prospectus Supplement, credit or cash
flow enhancement for a class of Securities may cover one or more
other classes of Securities of the same series, and credit or
cash flow enhancement for a series of Securities may cover one or
more other series of Securities.

The presence of a Reserve Account and other forms of credit
enhancement for the benefit of any class or series of Securities
is intended to enhance the likelihood of receipt by the
Securityholders of such class or series of the full amount of
principal and interest due thereon and to decrease the likelihood
that such Securityholders will experience losses. The credit
enhancement for a class or series of Securities will not provide
protection against all risks of loss and will not guarantee
repayment of the entire principal balance and interest thereon
except to the extent so specified in the related Prospectus
Supplement. If losses occur which exceed the amount covered by
any credit enhancement or which are not covered by any credit
enhancement, Securityholders of any class or series will bear
their allocable share of deficiencies, as described in the
related Prospectus Supplement. In addition, if a form of credit
enhancement covers more than one series of Securities,
Securityholders of any such series will be subject to the risk
that such credit enhancement will be exhausted by the claims of
Securityholders of other series.

Reserve Account. If so provided in the related Prospectus
Supplement, pursuant to the related Sale and Servicing Agreement
or Pooling and Servicing Agreement, the Seller will establish for
a series or class of Securities an account, as specified in the
related Prospectus Supplement (the "Reserve Account"), which will
be maintained with the related Trustee or Indenture Trustee, as
applicable. The Reserve Account will be funded by an initial
deposit on the Closing Date in the amount (if any) set forth in
the related Prospectus Supplement and, if the related series has
a Funding Period, will also be funded on each Subsequent Transfer
Date to the extent described in the related Prospectus
Supplement. To the extent described in the related Prospectus
Supplement, the amount on deposit in the Reserve Account will be
increased on each Distribution Date or Payment Date thereafter up
to the Specified Reserve Account Balance (as defined in the
related Prospectus Supplement) by the deposit therein of the
amount of collections on the related Receivables remaining on
each such Distribution Date or Payment Date after the payment of
all other required payments and distributions on such date. The
related Prospectus Supplement will describe the circumstances and
manner under which distributions may be made out of the Reserve
Account, either to holders of the Securities covered thereby or
to the Seller.

The Seller may at any time, without consent of the
Securityholders, sell, transfer, convey or assign in any manner
its rights to and interests in distributions from the Reserve
Account provided that (i) the Rating Agencies confirm in writing
that such action will not result in a reduction or withdrawal of
the rating of any class of Securities, (ii) the Seller provides
to the applicable trustee and any Indenture Trustee an opinion of
counsel from independent counsel that such action will not cause
the related Trust to be classified as an association (or publicly
traded partnership) taxable as a corporation for federal income
tax purposes and (iii) such transferee or assignee agrees in
writing to take positions for federal income tax purposes
consistent with the federal income tax positions agreed to be
taken by the Seller.

Net Deposits

As an administrative convenience if certain conditions
acceptable to the Rating Agencies are satisfied, the Servicer
will be permitted to make the deposit of collections, aggregate
Advances and Purchase Amounts for any Trust for or with respect
to the related Collection Period net of distributions to be made
to the Servicer for such Trust with respect to such Collection
Period. See "--Collections." With respect to any Trust that
issues both Certificates and Notes, if the related Payment Dates
do not coincide with Distribution Dates, all distributions,
deposits or other remittances made on a Payment Date will be
treated as having been distributed, deposited or remitted on the
Distribution Date for the applicable Collection Period for
purposes of determining other amounts required to be distributed,
deposited or otherwise remitted on such Distribution Date.
Similarly, the Servicer may cause to be made a single, net
transfer from the Collection Account to the related Payahead
Account, if any, or vice versa. The Servicer, however, will
account to the Trustee, any Indenture Trustee, the Noteholders,
if any, and the Certificateholders with respect to each Trust as
if all deposits, distributions, and transfers were made
individually.

Statements to Trustees and Trust

Prior to each Distribution Date with respect to each series
of Securities, the Servicer will provide to the applicable
Indenture Trustee, if any, and the Applicable Trustee as of the
close of business on the last day of the preceding Collection
Period a statement setting forth substantially the same
information as is required to be provided in the periodic reports
provided to Securityholders of such series described under
"Certain Information Regarding the Securities--Reports to
Securityholders".

Evidence as to Compliance

Each Sale and Servicing Agreement and Pooling and Servicing
Agreement will provide that the Servicer will furnish to the
related Trust and Indenture Trustee or Trustee, as applicable,
annually a statement of a firm of independent certified public
accountants (or other evidence satisfactory to the applicable
Rating Agencies) as to compliance by the Servicer during the
preceding twelve months (or, in the case of the first such
certificate, from the applicable Closing Date) with certain
standards relating to the servicing of the applicable
Receivables, the Servicer's accounting records and computer files
with respect thereto and certain other matters.

Each Sale and Servicing Agreement and Pooling and Servicing
Agreement will also provide for delivery to the related Trust and
Indenture Trustee or Trustee, as applicable, substantially
simultaneously with the delivery of such accountants' statement
referred to above, of a certificate signed by an officer of the
Servicer stating that the Servicer has fulfilled its obligations
under the Sale and Servicing Agreement or Pooling and Servicing
Agreement, as applicable, throughout the preceding twelve months
(or, in the case of the first such certificate, from the Closing
Date) or, if there has been a default in the fulfillment of any
such obligation, describing each such default. The Servicer has
agreed to give each Indenture Trustee and each Trustee notice of
certain Servicer Termination Events under the related Sale and
Servicing Agreement or Pooling and Servicing Agreement, as
applicable.

Copies of such statements and certificates may be obtained
by Securityholders by a request in writing addressed to the
Applicable Trustee.

Certain Matters Regarding the Servicer

Each Sale and Servicing Agreement and Pooling and Servicing
Agreement will provide that the Servicer may not resign from its
obligations and duties as Servicer thereunder, except upon
determination that the Servicer's performance of such duties is
no longer permissible under applicable law. No such resignation
will become effective until the related Indenture Trustee or
Trustee, as applicable, or a successor servicer, has assumed the
Servicer's servicing obligations and duties under such Sale and
Servicing Agreement or Pooling and Servicing Agreement.

Each Sale and Servicing Agreement and Pooling and Servicing
Agreement will further provide that neither the Servicer nor any
of its directors, officers, employees and agents will be under
any liability to the related Trust or the related Noteholders or
Certificateholders for taking any action or for refraining from
taking any action pursuant to such Sale and Servicing Agreement
or Pooling and Servicing Agreement or for errors in judgment;
except that neither the Servicer nor any such person will be
protected against any liability that would otherwise be imposed
by reason of willful misfeasance, bad faith or negligence in the
performance of the Servicer's duties thereunder or by reason of
reckless disregard of its obligations and duties thereunder. In
addition, each Sale and Servicing Agreement and Pooling and
Servicing Agreement will provide that the Servicer is under no
obligation to appear in, prosecute or defend any legal action
that is not incidental to the Servicer's servicing
responsibilities under such Sale and Servicing Agreement or
Pooling and Servicing Agreement and that, in its opinion, may
cause it to incur any expense or liability.

Under the circumstances specified in each Sale and Servicing
Agreement and Pooling and Servicing Agreement, any entity into
which the Servicer may be merged or consolidated, or any entity
resulting from any merger or consolidation to which the Servicer
is a party, or any entity succeeding to the business of the
Servicer or, with respect to its obligations as Servicer, any
corporation 50% or more of the voting stock of which is owned,
directly or indirectly, by Norwest Corporation, which corporation
or other entity in each of the foregoing cases assumes the
obligations of the Servicer, will be the successor of the
Servicer under such Sale and Servicing Agreement or Pooling and
Servicing Agreement.

Servicer Termination Events

"Servicer Termination Events" under each Sale and Servicing
Agreement and Pooling and Servicing Agreement will consist of (i)
any failure by the Servicer to deliver to the Applicable Trustee
for deposit in any of the Trust Accounts any required payment or
to direct the Applicable Trustee to make any required
distributions therefrom, which failure continues unremedied for
five business days after written notice from the Applicable
Trustee is received by the Servicer or after discovery of such
failure by the Servicer, (ii) any failure by the Servicer duly to
observe or perform in any material respect any other covenant or
agreement in such Sale and Servicing Agreement or Pooling and
Servicing Agreement, which failure materially and adversely
affects the rights of the Noteholders or the Certificateholders
of the related series and which continues unremedied for 60 days
after the giving of written notice of such failure (A) to the
Servicer by the Applicable Trustee or (B) to the Servicer and to
the Applicable Trustee by holders of Notes or Certificates of
such series, as applicable, evidencing not less than 25% in
principal amount of such outstanding Notes or of such Certificate
Balance (or, in either case, for such longer period, not in
excess of 120 days, as may be reasonably necessary to remedy such
default; provided that such default is capable of remedy within
120 days and the Servicer delivers an officer's certificate to
the Applicable Trustee to such effect and to the effect that
Servicer has commenced or will promptly commence, and will
diligently pursue, all reasonable efforts to remedy such
default); and (iii) the occurrence of an Insolvency Event with
respect to the Servicer. "Insolvency Event" means, with respect
to any person, any of the following events or actions: certain
events of insolvency, readjustment of debt, marshalling of assets
and liabilities or similar proceedings with respect to such
person and certain actions by such person indicating its
insolvency, reorganization pursuant to bankruptcy proceedings or
inability to pay its obligations.

Rights Upon Servicer Termination Events

In the case of any Trust that has issued Notes, as long as a
Servicer Termination Event under a Sale and Servicing Agreement
remains unremedied, the related Indenture Trustee or holders of
Notes of the related series evidencing greater than 50% of the
principal amount of such Notes then outstanding may terminate all
the rights and obligations of the Servicer under such Sale and
Servicing Agreement, whereupon such Indenture Trustee or a
successor servicer appointed by such Indenture Trustee will
succeed to all the responsibilities, duties and liabilities of
the Servicer under such Sale and Servicing Agreement and will be
entitled to similar compensation arrangements. In the case of
any Trust that has not issued Notes, as long as a Servicer
Termination Event under the related Sale and Servicing Agreement
remains unremedied, the related Trustee or holders of
Certificates of the related series evidencing greater than 50% of
the principal amount of such Certificates then outstanding may
terminate all the rights and obligations of the Servicer under
such Sale and Servicing Agreement or Pooling and Servicing
Agreement, whereupon such Trustee or a successor servicer
appointed by such Trustee will succeed to all the
responsibilities, duties and liabilities of the Servicer under
such Sale and Servicing Agreement or Pooling and Servicing
Agreement and will be entitled to similar compensation
arrangements. If, however, a conservator, receiver or similar
official has been appointed for the Servicer, and no Servicer
Termination Event other than such appointment has occurred, such
official may have the power to prevent such Indenture Trustee,
such Noteholders, such Trustee or such Certificateholders from
effecting a transfer of servicing. In the event that such
Indenture Trustee or Trustee is unwilling or unable to so act, it
may appoint, or petition a court of competent jurisdiction for
the appointment of, a successor with a net worth of at least
$50,000,000 and whose regular business includes the servicing of
motor vehicle receivables. Such Indenture Trustee or Trustee may
make such arrangements for compensation to be paid, which in no
event may be greater than the servicing compensation to the
Servicer under such Sale and Servicing Agreement or Pooling and
Servicing Agreement.

Waiver of Past Servicer Termination Events

With respect to each Trust that has issued Notes, the
holders of Notes evidencing at least a majority in principal
amount of the then outstanding Notes of the related series (or
the holders of the Certificates of such series evidencing not
less than a majority of the outstanding Certificate Balance, in
the case of any Servicer Termination Event which does not
adversely affect the related Indenture Trustee or such
Noteholders) may, on behalf of all such Noteholders and
Certificateholders, waive any Servicer Termination Event by the
Servicer in the performance of its obligations under the related
Sale and Servicing Agreement and its consequences, except a
Servicer Termination Event in making any required deposits to or
payments from any of the Trust Accounts in accordance with such
Sale and Servicing Agreement. With respect to each Trust that
has not issued Notes, holders of Certificates of such series
evidencing not less than a majority of the principal amount of
such Certificates then outstanding may, on behalf of all such
Certificateholders, waive any Servicer Termination Event by the
Servicer in the performance of its obligations under the related
Sale and Servicing Agreement or Pooling and Servicing Agreement,
except a Servicer Termination Event in making any required
deposits to or payments from the related Trust Accounts in
accordance with such Sale and Servicing Agreement or Pooling and
Servicing Agreement. No such waiver will impair such
Noteholders' or Certificateholders' rights with respect to
subsequent defaults.

Amendment

Each of the Transfer and Servicing Agreements may be amended
by the parties thereto, without the consent of the related
Noteholders or Certificateholders, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions of such Transfer and Servicing Agreements or of
modifying in any manner the rights of such Noteholders or
Certificateholders; provided that such action will not, in the
opinion of counsel satisfactory to the related Trustee or
Indenture Trustee, as applicable, materially and adversely affect
the interest of any such Noteholder or Certificateholder. The
Transfer and Servicing Agreements may also be amended by the
Seller, the Servicer, the related Trustee and any related
Indenture Trustee with the consent of the holders of Notes
evidencing at least a majority in principal amount of then
outstanding Notes, if any, of the related series and the holders
of the Certificates of such series evidencing at least a majority
of the Certificate Balance of such Certificates then outstanding,
for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of such Transfer and
Servicing Agreements or of modifying in any manner the rights of
such Noteholders or Certificateholders; provided, however, that
no such amendment may (i) increase or reduce in any manner the
amount of, or accelerate or delay the timing of, collections of
payments on the related Receivables or distributions that are
required to be made for the benefit of such Noteholders or
Certificateholders or (ii) reduce the aforesaid percentage of the
Notes or Certificates of such series which are required to
consent to any such amendment, without the consent of the holders
of all the outstanding Notes or Certificates, as the case may be,
of such series.

Additionally, each of the Transfer and Servicing Agreements
may be amended by the parties thereto at the direction of the
Seller or Servicer without the consent of any of the
Securityholders (i) to add, modify or eliminate such provisions
as may be necessary or advisable in order to enable all or a
portion of a Trust to qualify as, and to permit an election to be
made to cause all or a portion of a Trust to be treated as, a
"financial asset securitization investment trust" as described in
the provisions of the "Seven Year Balanced Budget Act of 1995,"
H.R. 2491, 104th Cong., 1st Sess. (1995), or to enable all or a
portion of a Trust to qualify and an election to be made for
similar treatment under such comparable subsequent federal income
tax provisions as may ultimately be enacted into law, and (ii) in
connection with any such election, to modify or eliminate
existing provisions of a Transfer and Servicing Agreement
relating to the intended federal income tax treatment of the
Securities and the related Trust in the absence of the election.
See "Federal Income Tax Consequences--Treatment of the
Trusts--Pending Legislation." It is a condition to any such
amendment that each Rating Agency will have notified the Seller,
the Servicer and the Applicable Trustee in writing that the
amendment will not result in a reduction or withdrawal of the
rating of any outstanding Securities with respect to which it is
a Rating Agency. The amendment which may be made in connection
with any election described above without the consent of
Securityholders may include, without limitation, the elimination
of any sale of Receivables and termination of each Trust upon the
occurrence of an event of receivership or insolvency with respect
to the Seller.

Insolvency Event

With respect to a Trust that is not a grantor trust, if an
Insolvency Event occurs with respect to the Seller, the related
Receivables of such Trust will be liquidated and the Trust will
be terminated 90 days after the date of such Insolvency Event,
unless, before the end of such 90-day period, the related Trustee
shall have received written instructions from holders of each
class of Notes issued by such Trust representing a majority of
the aggregate principal balance of each such class of Notes,
holders of Certificates holding a majority of the Certificate
Balance (not including the Certificate Balance held by the
Seller) and any other persons set forth in the related Prospectus
Supplement, to the effect that they disapprove of the liquidation
of such Receivables and termination of such Trust. Promptly
after the occurrence of an Insolvency Event with respect to the
Seller, notice thereof is required to be given to the
Certificateholders and Noteholders; provided that any failure to
give such required notice will not prevent or delay termination
of such Trust. Upon termination of any Trust, the related
Trustee shall, or shall direct the related Indenture Trustee to,
promptly sell the assets of such Trust (other than the Trust
Accounts) in a commercially reasonable manner and on commercially
reasonable terms. The proceeds from any such sale, disposition
or liquidation of the Receivables of such Trust will be treated
as collections on such Receivables and deposited in the related
Collection Account. With respect to any Trust, if the proceeds
from the liquidation of the related Receivables and any amounts
on deposit in the Reserve Account (if any), the Payahead Account
(if any), the Note Distribution Account (if any) and the
Certificate Distribution Account are not sufficient to pay the
Notes, if any, and the Certificates of the related series in
full, the amount of principal returned to Noteholders and
Certificateholders thereof will be reduced and some or all of
such Noteholders and Certificateholders will incur a loss.

The provisions described in the preceding paragraph have
been included in the Agreement for reasons related to treatment
of a Trust that is not a grantor trust as a partnership for
federal income tax purposes. The IRS has issued proposed
regulations that, if adopted as final regulations, would make the
foregoing provisions unnecessary. The amendment provisions of
each of the Transfer and Servicing Agreements, therefore, allow
the Seller, the Servicer and the related Trustee to amend such
Transfer and Servicing Agreement, without the consent of any of
the related Noteholders or Certificateholders, to eliminate such
provisions upon (i) the adoption of final regulations whose
applicable provisions are substantially the same as the
corresponding provisions of the proposed regulations and (ii) the
receipt of an opinion that the deletion of such provisions will
not adversely affect the ability of such Trust to be
characterized as a partnership for federal income tax purposes.
The rights of Noteholders and Certificateholders to vote on
whether to continue or dissolve a Trust upon the insolvency of
the Seller could therefore be eliminated without the consent of
the Noteholders and Certificateholders.

Each Trust Agreement will provide that the applicable
Trustee does not have the power to commence a voluntary
proceeding in bankruptcy with respect to the related Trust
without the unanimous prior approval of all Certificateholders
(including the Seller) of such Trust and the delivery to such
Trustee by each such Certificateholder (including the Seller) of
a certificate certifying that such Certificateholder reasonably
believes that such Trust is insolvent.

Payment of Notes

Upon the payment in full of all outstanding Notes of a given
series and the satisfaction and discharge of the related
Indenture, the related Trustee will succeed to all the rights of
the Indenture Trustee, and the Certificateholders of such series
will succeed to all the rights of the Noteholders of such series,
under the related Sale and Servicing Agreement, except as
otherwise provided therein.

Seller Liability

Under each Trust Agreement, Seller with respect to the
related Trust will agree to be liable directly to an injured
party for the entire amount of any losses, claims, damages or
liabilities (other than those incurred by a Noteholder or a
Certificateholder in the capacity of an investor with respect to
such Trust) arising out of or based on the arrangement created by
such Trust Agreement as though such arrangement created a
partnership under the Delaware Revised Uniform Limited
Partnership Act in which Seller was a general partner.

Termination

With respect to each Trust, the obligations of the Servicer,
the Seller, the related Trustee and the related Indenture
Trustee, if any, pursuant to the Transfer and Servicing
Agreements will terminate upon the earlier of (i) the maturity or
other liquidation of the last related Receivable and the
disposition of any amounts received upon liquidation of any such
remaining Receivables, (ii) the payment to Noteholders, if any,
and Certificateholders of the related series of all amounts
required to be paid to them pursuant to the Transfer and
Servicing Agreements and (iii) the occurrence of either event
described below.

In order to avoid excessive administrative expense, each of
the Seller and the Servicer will be permitted at its respective
option to purchase from each Trust, as of the end of any
applicable Collection Period, if the then outstanding Pool
Balance with respect to the Receivables held by such Trust is
5% or less of the Initial Pool Balance (as defined in the
related Prospectus Supplement, the "Initial Pool Balance"),
all remaining related Receivables at a price equal to
the aggregate of the Purchase Amounts thereof as of the end of
such Collection Period.

If and to the extent provided in the related Prospectus
Supplement with respect to a Trust, the Applicable Trustee will,
within 30 days following a Distribution Date as of which the Pool
Balance is equal to or less than the percentage of the Initial
Pool Balance specified in the related Prospectus Supplement,
solicit bids for the purchase of the Receivables remaining in
such Trust, in the manner and subject to the terms and conditions
set forth in such Prospectus Supplement. If the Applicable
Trustee receives satisfactory bids as described in such
Prospectus Supplement, then the Receivables remaining in such
Trust will be sold to the highest bidder.

As more fully described in the related Prospectus
Supplement, any outstanding Notes of the related series will be
redeemed concurrently with either of the events specified above
and the subsequent distribution to the related Certificateholders
of all amounts required to be distributed to them pursuant to the
applicable Trust Agreement or Pooling and Servicing Agreement
will effect early retirement of the Certificates of such series.

Administration Agreement

The Bank, in its capacity as administrator (the
"Administrator"), will enter into an agreement (as amended and
supplemented from time to time, an "Administration Agreement")
with each Trust that issues Notes and the related Indenture
Trustee pursuant to which the Administrator will agree, to the
extent provided in such Administration Agreement, to provide the
notices and to perform other administrative obligations required
by the related Indenture. With respect to any such Trust, as
compensation for the performance of the Administrator's
obligations under the applicable Administration Agreement and as
reimbursement for its expenses related thereto, the Administrator
will be entitled to a monthly administration fee in an amount
equal to such amount as may be set forth in the related
Prospectus Supplement (the "Administration Fee"), which fee will
be paid by the Seller.

CERTAIN LEGAL ASPECTS OF THE RECEIVABLES

Rights in the Receivables

The Receivables are "chattel paper" as defined in the UCC.
Pursuant to the UCC, a sale of chattel paper is treated in a
manner similar to a transaction creating a security interest in
chattel paper. The Seller will cause appropriate financing
statements to be filed with the appropriate governmental
authorities to perfect the interest of the related Trust in its
purchase of Receivables from the Seller and in the appropriate
jurisdictions in which the Affiliates are located to perfect the
interest of the Seller in its purchase of Receivables from the
Affiliates.

Pursuant to the Pooling and Servicing Agreement or Sale and
Servicing Agreement, as applicable, an Originator will hold the
Receivables as custodian for the Applicable Trustee following the
sale and assignment of the Receivables to the related Trust. The
Seller will take such action as is required to perfect the rights
of the Applicable Trustee in the Receivables. The Receivables
will not be segregated, stamped or otherwise marked, to indicate
that they have been sold to the related Trust. If through
inadvertence or otherwise, another party purchases (or takes a
security interest in) the Receivables for new value in the
ordinary course of business and takes possession of the
Receivables without actual knowledge of the related Trust's
interest, the purchaser (or secured party) will acquire an
interest in the Receivables superior to the interest of the
related Trust.

Under the Pooling and Servicing Agreement or Sale and
Servicing Agreement, as applicable, the Servicer will be
obligated from time to time to take such actions as are necessary
to protect and perfect the related Trust's interest in the
Receivables and their proceeds.

Security Interest in Vehicles

Each retail installment sales contract or promissory note
and security agreement evidencing a Receivable
grants a security interest in the financed vehicle under the
applicable UCC. Perfection of security interests in automobiles
and light duty trucks is generally governed by the motor vehicle
registration laws of the state in which the vehicle is located.
In most states in which the Receivables have been originated, a
security interest in automobiles and light duty trucks is
perfected by notation of the secured party's lien on the
vehicles' certificate of title. Each Affiliate takes all actions
necessary under the laws of the state in which the financed
vehicle is located to perfect its security interest in the
financed vehicle securing a retail installment sales contract
purchased by it from a Dealer or Direct Loan made by such
Affiliate, including, where applicable, having a notation of its
lien recorded on such vehicle's certificate of title. Because
the Servicer continues to service the contracts and loans, the
Obligors on the contracts and loans will not be notified of the
sales from an Affiliate to the Seller or from the Seller to the
Trust, and no action will be taken to record the transfer of the
security interest from an Affiliate to the Seller or from the
Seller to the Trust by amendment of the certificates of title for
the Financed Vehicles or otherwise.

Pursuant to each Purchase Agreement, each Affiliate will
assign to the Seller its interests in the Financed Vehicles
securing the Receivables assigned by that Affiliate to the Seller
and, with respect to each Trust, pursuant to the related Sale and
Servicing Agreement or Pooling and Servicing Agreement, the
Seller will assign its interests in the Financed Vehicles
securing the related Receivables to such Trust. However, because
of the administrative burden and expense, none of the Affiliates,
the Seller, the Servicer or the related Trustee will amend any
certificate of title to identify such Trust as the new secured
party on such certificate of title relating to a Financed
Vehicle. Also, each Affiliate will continue to hold any
certificates of title relating to the vehicles in its possession
as custodian for the Seller and such Trust pursuant to the
related Sale and Servicing Agreement or Pooling and Servicing
Agreement. See "Description of the Transfer and Servicing
Agreements--Sale and Assignment of Receivables".

In most states, an assignment such as that under each Sale
and Servicing Agreement or Pooling and Servicing Agreement is an
effective conveyance of a security interest without amendment of
any lien noted on a vehicle's certificate of title, and the
assignee succeeds thereby to the assignor's rights as secured
party. However, by not identifying the related Trust as the
secured party on the certificate of title, the security interest
of such Trust in the vehicle could be defeated through fraud or
negligence. In most states, in the absence of fraud or forgery
by the vehicle owner or the Servicer or administrative error by
state or local agencies, the notation of the Servicer's lien on
the certificates of title will be sufficient to protect the
related Trust against the rights of subsequent purchasers of a
Financed Vehicle or subsequent lenders who take a security
interest in a Financed Vehicle. If there are any Financed
Vehicles as to which the Servicer failed to obtain and assign to
the related Trust a perfected security interest, the security
interest of such Trust would be subordinate to, among others,
subsequent purchasers of the Financed Vehicles and holders of
perfected security interests. Such a failure, however, would
constitute a breach of the warranties of the Seller under the
related Sale and Servicing Agreement or Pooling and Servicing
Agreement and would create an obligation of the Seller to
repurchase the related Receivable unless the breach is cured.
Pursuant to each Sale and Servicing Agreement and Pooling and
Servicing Agreement, the Seller will assign such rights to the
related Trust. See "Description of the Transfer and Servicing
Agreements--Sale and Assignment of Receivables" and "Risk
Factors--Certain Legal Aspects--Sale and Assignment of Receivables;
Security Interests in Financed Vehicles".

Under the laws of most states, the perfected security
interest in a vehicle would continue for four months after the
vehicle is moved to a state other than the state in which it is
initially registered and thereafter until the owner thereof re-
registers the vehicle in the new state. A majority of states
generally require surrender of a certificate of title to re-
register a vehicle. Accordingly, a secured party must surrender
possession if it holds the certificate of title to the vehicle
or, in the case of a vehicle registered in a state providing for
the notation of a lien on the certificate of title but not
possession by the secured party, the secured party would receive
notice of surrender if the security interest is noted on the
certificate of title. Thus, the secured party would have the
opportunity to re-perfect its security interest in the vehicle in
the state of relocation. In states that do not require a
certificate of title for registration of a motor vehicle, re-
registration could defeat perfection. In the ordinary course of
servicing motor vehicle receivables, the applicable Affiliate
takes any necessary steps to effect re-perfection upon receipt of
notice of re-registration or information from the Obligor as to
relocation. Similarly, when an Obligor sells a vehicle, the
applicable Affiliate must surrender possession of the certificate
of title or will receive notice as a result of its lien noted
thereon and accordingly will have an opportunity to require
satisfaction of the related Receivable before release of the
lien. Under each Sale and Servicing Agreement and Pooling and
Servicing Agreement, the Servicer is obligated to take
appropriate steps, at the Servicer's expense, to maintain
perfection of security interests in the Financed Vehicles and is
obligated to purchase the related Receivable if it fails to do
so.

Under the laws of most states, liens for repairs performed
on a motor vehicle and liens for unpaid taxes take priority over
even a perfected security interest in a financed vehicle. The
Code also grants priority to certain federal tax liens over the
lien of a secured party. The laws of certain states and federal
law permit the confiscation of vehicles by governmental
authorities under certain circumstances if used in unlawful
activities, which may result in the loss of a secured party's
perfected security interest in the confiscated vehicle. Under
each Sale and Servicing Agreement and Pooling and Servicing
Agreement, the Seller will represent to the related Trust that,
as of the date the related Receivable is sold to such Trust, each
security interest in a Financed Vehicle is or will be prior to
all other present liens (other than tax liens and other liens
that arise by operation of law) upon and security interests in
such Financed Vehicle. However, liens for repairs or taxes could
arise, or the confiscation of a Financed Vehicle could occur, at
any time during the term of a Receivable. No notice will be
given to the Trustee, any Indenture Trustee, any Noteholders or
the Certificateholders in respect of a given Trust if such a lien
arises or confiscation occurs.

Repossession

In the event of default by vehicle purchasers, the holder of
the motor vehicle retail installment sales contract or
Direct Loan has all the remedies of a secured party
under the UCC, except where specifically limited by other state
laws. Among the UCC remedies, the secured party has the right to
perform self-help repossession unless such act would constitute a
breach of the peace. Self-help is the method employed by the
Servicer in most cases and is accomplished simply by retaking
possession of the financed vehicle. In the event of default by
the obligor, some jurisdictions require that the obligor be
notified of the default and be given a time period within which
he may cure the default prior to repossession. Generally, the
right of reinstatement may be exercised on a limited number of
occasions in any one-year period. In cases where the obligor
objects or raises a defense to repossession, or if otherwise
required by applicable state law, a court order must be obtained
from the appropriate state court, and the vehicle must then be
repossessed in accordance with that order.

Notice of Sale; Redemption Rights

The UCC and other state laws require the secured party to
provide the obligor with reasonable notice of the date, time and
place of any public sale and/or the date after which any private
sale of the collateral may be held. The obligor has the right to
redeem the collateral prior to actual sale by paying the secured
party the unpaid principal balance of the obligation plus
reasonable expenses for repossessing, holding and preparing the
collateral for disposition and arranging for its sale, plus, in
some jurisdictions, reasonable attorneys' fees, or, in some
states, by payment of delinquent installments or the unpaid
balance.

Deficiency Judgments and Excess Proceeds

The proceeds of resale of the vehicles generally will be
applied first to the expenses of resale and repossession and then
to the satisfaction of the indebtedness. While some states
impose prohibitions or limitations on deficiency judgments if the
net proceeds from resale do not cover the full amount of the
indebtedness, a deficiency judgment can be sought in those states
that do not prohibit or limit such judgments. However, the
deficiency judgment would be a personal judgment against the
obligor for the shortfall, and a defaulting obligor can be
expected to have very little capital or sources of income
available following repossession. Therefore, in many cases, it
may not be useful to seek a deficiency judgment or, if one is
obtained, it may be settled at a significant discount.

Occasionally, after resale of a vehicle and payment of all
expenses and all indebtedness, there is a surplus of funds. In
that case, the UCC requires the creditor to remit the surplus to
any holder of a lien with respect to the vehicle or if no such
lienholder exists or there are remaining funds, to remit the
surplus to the former owner of the vehicle.

Soldiers' and Sailors Civil Relief Act

The Soldiers' and Sailors Civil Relief Act of 1940 (the
"Relief Act") imposes certain limitations upon the actions of
creditors with respect to persons serving in the Armed Forces of
the United States, and, to a more limited extent, their
dependents and guarantors and sureties of debt incurred by such
persons. An obligation incurred by a person prior to entering
military service cannot bear interest at a rate in excess of 6%
during the person's term of military service, unless the obligee
petitions a court which determines that the person's military
service does not impair his or her ability to pay interest at a
higher rate. Further, a secured party may not repossess during a
person's military service a motor vehicle subject to an
installment sales contract or a promissory note entered into
prior to the person's entering military service, for a loan
default which occurred prior to or during such service, without
court action. The Relief Act imposes penalties for knowingly
repossessing property in contravention of its provisions.
Additionally, dependents of military personnel are entitled to
the protection of the Relief Act, upon application to a court, if
such court determines the obligation of such dependent has been
materially impaired by reason of military service. To the extent
an obligation is unenforceable against the person in military
service or a dependent, any guarantor or surety of such
obligation will not be liable for performance.

Consumer Protection Laws

Numerous federal and state consumer protection laws and
related regulations impose substantial requirements upon lenders
and servicers involved in consumer finance. These laws include
the Truth-in-Lending Act, the Equal Credit Opportunity Act, the
Federal Trade Commission Act, the Fair Credit Billing Act, the
Fair Credit Reporting Act, the Fair Debt Collection Procedures
Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board's
Regulations B, Z and AA, the Relief Act, state adoptions of the
National Consumer Act and of the Uniform Consumer Credit Code and
state motor vehicle retail installment sales acts, retail
installment sales acts and other similar laws. In addition to
Federal law, state consumer protection statutes regulate, among
other things, the terms and conditions of the motor vehicle
retail installment sales contracts and promissory notes and
security agreements pursuant to which purchasers finance the
acquisition of motor vehicles. These laws place finance charge
ceilings and other restrictions on consumer transactions and
require contract disclosures in addition to those required
under federal law. These requirements impose specific statutory
liabilities upon creditors who fail to comply. In some cases,
this liability could affect the ability of an assignee, such
as the Applicable Trustee, to enforce consumer finance contracts
such as the Receivables. The "Credit Practices" Rule of the
Federal Trade Commission imposes additional restrictions on
contract provisions and credit practices.

The so-called "Holder-in-Due-Course" Rule of the Federal
Trade Commission (the "FTC Rule"), the provisions of which are
generally duplicated by the Uniform Consumer Credit Code, other
statutes or the common law, has the effect of subjecting a seller
in a consumer credit transaction (and certain related creditors
and their assignees) to all claims and defenses which the obligor
in the transaction could assert against the seller of the goods.
Liability under the FTC Rule is limited to the amounts paid by
the obligor under the contract and the holder of the contract may
also be unable to collect any balance remaining due thereunder
from the obligor.

Most of the Receivables will be subject to the requirements
of the FTC Rule. Accordingly, each Trust, as holder of the
related Receivables, will be subject to any claims or defenses
that the purchaser of the applicable Financed Vehicle may assert
against the seller of the Financed Vehicle. Such claims are
limited to a maximum liability equal to the amounts paid by the
Obligor on the Receivable. If an Obligor were successful in
asserting any such claim or defense, such claim or defense would
constitute a breach of the Seller's warranties under the related
Sale and Servicing Agreement or Pooling and Servicing Agreement
and would create an obligation of the Seller to repurchase the
Receivable unless the breach is cured. See "Description of the
Transfer and Servicing Agreements--Sale and Assignment of
Receivables".

Under the motor vehicle dealer licensing laws of most
states, sellers of motor vehicles are required to be licensed to
sell such vehicles at retail sale. In addition, with respect to
used motor vehicles, the FTC's Rule on Sale of Used Vehicles
requires all sellers of used motor vehicles prepare, complete and
display a "Buyer's Guide" which explains the warranty coverage
for such vehicles. Federal Odometer Regulations promulgated
under the Motor Vehicle Information and Cost Savings Act require
that all sellers of used motor vehicles furnish a written
statement signed by the seller certifying the accuracy of the
odometer reading. If a seller is not properly licensed or if
either a Buyer's Guide or Odometer Disclosure Statement was not
properly provided to the purchaser of a Financed Vehicle, such
purchaser may be able to assert a claim against the seller of
such vehicle. Although the Affiliates are not sellers of motor
vehicles and are not subject to these laws, a violation thereof
may form the basis for a claim or defense against applicable
Affiliate, the Seller or the Applicable Trustee as holder of the
Receivables.

Courts have applied general equitable principles to secured
parties pursuing repossession and litigation involving deficiency
balances. These equitable principles may have the effect of
relieving an Obligor from some or all of the legal consequences
of a default.

In several cases, consumers have asserted that the self-help
remedies of secured parties under the UCC and related laws
violate the due process protections provided under the 14th
Amendment to the Constitution of the United States. Courts have
generally upheld the notice provisions of the UCC and related
laws as reasonable or have found that the repossession and resale
by the creditor do not involve sufficient state action to afford
constitutional protection to borrowers.

Under each Sale and Servicing Agreement and Pooling and
Servicing Agreement, the Seller will warrant to the related Trust
that each Receivable complies with all requirements of law in all
material respects. Accordingly, if an Obligor has a claim
against a Trust for violation of any law and such claim
materially and adversely affects such Trust's interest in a
Receivable, such violation would constitute a breach of the
warranties of the Seller under such Sale and Servicing Agreement
or Pooling and Servicing Agreement and would create an obligation
of the Seller to repurchase the Receivable unless the breach is
cured. See "Description of the Transfer and Servicing Agreements--Sale
and Assignment of Receivables".

Other Limitations

In addition to the laws limiting or prohibiting deficiency
judgments, numerous other statutory provisions, including federal
bankruptcy laws and related state laws, may interfere with or
affect the ability of a secured party to realize upon collateral
or to enforce a deficiency judgment. For example, in a Chapter
13 proceeding under the federal bankruptcy law, a court may
prevent a creditor from repossessing a vehicle, and, as part of
the rehabilitation plan, reduce the amount of the secured
indebtedness to the market value of the vehicle at the time of
bankruptcy (as determined by the court), leaving the creditor as
a general unsecured creditor for the remainder of the
indebtedness. A bankruptcy court may also reduce the monthly
payments due under a contract or change the rate of interest and
time of repayment of the indebtedness.

Each Affiliate subject to FIRREA intends that the transfer
of the Receivables by it under a Purchase Agreement constitutes a
sale. In the event that an Affiliate that is subject to FIRREA
were to become insolvent, FIRREA sets forth certain powers that
the FDIC could exercise if it were appointed as receiver of such
Affiliate. Subject to clarification by FDIC regulations or
interpretations, it would appear from the positions taken by the
FDIC before and after the passage of FIRREA that the FDIC in its
capacity as receiver for an Affiliate would not interfere with
the timely transfer to the Trust of payments collected on the
Receivables. If the transfer of Receivables by an Affiliate to
the Seller were to be characterized as a secured loan, to the
extent that such Affiliate would be deemed to have granted a
security interest in the Receivables to the Seller or the related
Trust, and that interest had been validly perfected before the
insolvency of such Affiliate, and had not been taken in
contemplation of insolvency, that security interest should not be
subject to avoidance and payments to the Trust (to the extent of
the "actual direct compensatory damages" of the Seller or Trust)
with respect to the Receivables should not be subject to recovery
by the FDIC as receiver of such Affiliate.

If the FDIC were to assert a position contrary to its
position with respect to secured loans described in the preceding
paragraph, such as by requiring the Seller or the related Trust
to establish its right to those payments by submitting to and
completing the administrative claims procedure established under
FIRREA, delays in payments on the related Notes (if any) and the
Certificates and possible reductions in the amount of those
payments could occur. Alternatively, in such circumstances, the
FDIC might have the right to repudiate the applicable Purchase
Agreement and pay damages to the Seller which, in turn would
prepay the related Notes (if any) and Certificates, which would
shorten their respective weighted average lives.

FEDERAL INCOME TAX CONSEQUENCES

The following is a general summary of certain federal income
tax consequences of the purchase, ownership and disposition of
the Notes and the Certificates. To the extent that the following
summary relates to matters of law or legal conclusions with
respect thereto, such summary represents the opinion of Mayer,
Brown & Platt, special federal tax counsel for the Seller
("Federal Tax Counsel") subject to the qualifications set forth
herein. Federal Tax Counsel have prepared or reviewed the
statements in this Prospectus under the heading "Federal
Income Tax Consequences," and are of the opinion that such
statements are correct in all material respects. The following
summary is intended as an explanatory discussion of the possible
effects of certain federal income tax consequences to Holders
generally, but does not purport to furnish information in the
level of detail or with the attention to a Holder's specific tax
circumstances that would be provided by a Holder's own tax
advisor. For example, it does not discuss the tax treatment of
Noteholders or Certificateholders that are insurance companies,
regulated investment companies or dealers in securities. In
addition, the discussion regarding the Notes is limited to the
federal income tax consequences of the initial Noteholders and
not a purchaser in the secondary market. Moreover, there are no
cases or Internal Revenue Service ("IRS") rulings on similar
transactions involving both debt and equity interests issued by a
trust with terms similar to those of the Notes and the
Certificates. As a result, the IRS may disagree with all or a
part of the discussion below. Prospective investors are urged to
consult their own tax advisors in determining the federal, state,
local, foreign and any other tax consequences to them of the
purchase, ownership and disposition of the Notes and the
Certificates.

The following summary is based upon current provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), the
Treasury regulations promulgated thereunder and judicial or
ruling authority, all of which are subject to change, which
change may be retroactive. Each Trust will be provided with an
opinion of Federal Tax Counsel, regarding certain federal income
tax matters discussed below. An opinion of Federal Tax Counsel,
however, is not binding on the IRS or the courts. No ruling on
any of the issues discussed below will be sought from the IRS.
For purposes of the following summary, references to the Trust,
the Notes, the Certificates and related terms, parties and
documents shall be deemed to refer, unless otherwise specified
herein, to each Trust and the Notes, Certificates and related
terms, parties and documents applicable to such Trust.

The federal income tax consequences to Certificateholders
will vary depending on whether the Trust is intended to be
treated as a partnership under the Code or as a grantor trust.
The Prospectus Supplement for each series of Certificates will
specify whether a partnership election will be made or the Trust
will be treated as a grantor trust. In addition, to the extent
set forth in the related Prospectus Supplement, the tax
consequences to Securityholders may vary depending upon whether
the related Prospectus Supplement provides for a Revolving Period
for Trusts that issue Notes.

PENDING LEGISLATION

Last year, the United States Congress passed the "Seven Year
Balanced Budget Act of 1995," H.R. 2491 (the "Bill"). Although
the Bill was vetoed by President Clinton, it would have created a
new type of entity for federal income tax purposes called a
"financial asset securitization investment trust" or "FASIT," and
future legislation may include provisions similar to the FASIT
provisions of the Bill. If those provisions are reintroduced and
enacted in the form contained in the Bill, they generally will
enable certain arrangements similar to a Trust to elect to be
treated as a FASIT. Under the FASIT provisions of the Bill, a
FASIT generally would avoid federal income taxation and could
issue securities substantially similar to the Certificates and
Notes, and those securities would be treated as debt for federal
income tax purposes. Upon satisfying certain conditions set
forth in the Transfer and Servicing Agreements, the Seller and
Servicer will be permitted to amend the Transfer and Servicing
Agreements in order to enable all or a portion of a Trust to
qualify as a FASIT and to permit a FASIT election to be made with
respect thereto, and to make such modifications to a Transfer and
Servicing Agreement as may be permitted by reason of the making
of such an election. See "Description of the
Certificates--Amendments." See "Description of the Transfer and
Servicing Agreements--Amendments." However, there can be no
assurance that FASIT provisions of the Bill will be reintroduced
and enacted, that they will be enacted in their present form, or
that they will permit an election to be made with respect to all
or any portion of a Trust. In addition, there can be no
assurance that the Seller will or will not cause any permissible
FASIT election to be made with respect to a Trust or amend a
Transfer and Servicing Agreement in connection with any election.
However, if such an election is made, it may cause a holder to
recognize gain (but not loss) with respect to any Notes or
Certificates held by it, even though Federal Tax Counsel will
deliver its opinion that a Note will be treated as debt
for federal income tax purposes without regard to the
election and the Note or Certificate would be treated as debt
following the election. Additionally, any such election and any
related amendments to a Transfer and Servicing Agreement may have
other tax and non-tax consequences to Securityholders.
Accordingly, prospective Securityholders should consult their tax
advisors with regard to the effects of any such election and any
permitted related amendments on them in their particular
circumstances.

TRUSTS TREATED AS PARTNERSHIPS

Tax Characterization of the Trust as a Partnership

Federal Tax Counsel will deliver its opinion that a Trust
which the Trust Agreement specifies is intended to be treated as
a partnership will not be an association (or publicly traded
partnership) taxable as a corporation for federal income tax
purposes. A copy of such opinion of Federal Tax Counsel will be
filed with the Commission with a Form 8-K following an issuance
of Securities by such Trust. This opinion will be based on the
assumption that the terms of the Trust Agreement and related
documents will be complied with, and on Federal Tax Counsel's
conclusions that (1) the Trust will not have certain
characteristics necessary for a business trust to be classified
as an association taxable as a corporation and (2) the nature of
the income of the Trust will exempt it from the rule that certain
publicly traded partnerships are taxable as corporations.

If the Trust were taxable as a corporation for federal
income tax purposes, the Trust would be subject to corporate
income tax on its taxable income. The Trust's taxable income
would include all its income on the Receivables, reduced by its
interest expense on the Notes provided the Notes are respected as
debt for federal income tax purposes (see discussion in the
following paragraph). Any such corporate income tax could
materially reduce cash available to make payments on the Notes
and distributions on the Certificates, and Certificateholders
could be liable for any such tax that is unpaid by the Trust.

Tax Consequences to Holders of the Notes

Treatment of the Notes as Indebtedness. The Seller will
agree, and the Noteholders will agree by their purchase of Notes,
to treat the Notes as debt for federal, state and local income
and franchise tax purposes. Federal Tax Counsel will deliver its
opinion that the Notes will be classified as debt for federal
income tax purposes. A copy of such opinion of Federal Tax
Counsel will be filed with the Commission with a Form 8-K
following the issuance of the Notes. The discussion below
assumes this characterization of the Notes is correct.

OID, Strip Notes, etc. The discussion below assumes that
all payments on the Notes are denominated in U.S. dollars, and
that the Notes are not Strip Notes. Moreover, the discussion
assumes that the interest formula for the Notes meets the
requirements for "qualified stated interest" under Treasury
regulations (the "OID regulations") relating to original issue
discount ("OID"), and that any OID on the Notes (i.e., any excess
of the principal amount of the Notes over their issue price) does
not exceed a de minimis amount (i.e., 1/4% of their principal
amount multiplied by the number of full years included in their
term), all within the meaning of the OID regulations. If these
conditions are not satisfied with respect to any given series of
Notes and as a result the Notes are treated as issued with OID,
additional tax considerations with respect to such Notes will be
disclosed in the related Prospectus Supplement.

Interest Income on the Notes. Based on the above
assumptions, except as discussed in the following paragraph, the
Notes will not be considered issued with OID. The stated
interest thereon will be taxable to a Noteholder as ordinary
interest income when received or accrued in accordance with such
Noteholder's method of tax accounting. Under the OID
regulations, a holder of a Note issued with a de minimis amount
of OID must include such OID in income, on a pro rata basis, as
principal payments are made on the Note. It is believed that any
prepayment premium paid as a result of a mandatory redemption
will be taxable as contingent interest when it becomes fixed and
unconditionally payable. A purchaser who buys a Note for more or
less than its principal amount will generally be subject,
respectively, to the premium amortization or market discount
rules of the Code.

Sale or Other Disposition. If a Noteholder sells a Note,
the holder will recognize gain or loss in an amount equal to the
difference between the amount realized on the sale and the
holder's adjusted tax basis in the Note. The adjusted tax basis
of a Note to a particular Noteholder will equal the holder's cost
for the Note, increased by any market discount, OID and gain
previously included by such Noteholder in income with respect to
the Note and decreased by the amount of bond premium (if any)
previously amortized and by the amount of principal payments
previously received by such Noteholder with respect to such Note.
Any such gain or loss will be capital gain or loss if the Note
was held as a capital asset, except for gain representing accrued
interest and accrued market discount not previously included in
income. Capital losses generally may be used by a corporate
taxpayer only to offset capital gains, and by an individual
taxpayer only to the extent of capital gains plus $3,000 of other
income.

Foreign Holders. Interest payments made (or accrued) to a
Noteholder who is a nonresident alien, foreign corporation or
other non-United States person (a "foreign person") generally
will be considered "portfolio interest", and generally will not
be subject to United States federal income tax and withholding
tax, if the interest is not effectively connected with the
conduct of a trade or business within the United States by the
foreign person and the foreign person (i) is not actually or
constructively a "10 percent shareholder" of the Trust or the
Seller (including a holder of 10% of the outstanding
Certificates) or a "controlled foreign corporation" with respect
to which the Trust or the Seller is a "related person" within the
meaning of the Code and (ii) provides the Trustee or other person
who is otherwise required to withhold U.S. tax with respect to
the Notes with an appropriate statement (on Form W-8 or a similar
form), signed under penalties of perjury, certifying that the
beneficial owner of the Note is a foreign person and providing
the foreign person's name and address. If a Note is held through
a securities clearing organization or certain other financial
institutions, the organization or institution may provide the
relevant signed statement to the withholding agent; in that case,
however, the signed statement must be accompanied by a Form W-8
or substitute form provided by the foreign person that owns the
Note. If such interest is not portfolio interest, then it will
be subject to United States federal income and withholding tax at
a rate of 30 percent, unless reduced or eliminated pursuant to an
applicable tax treaty.

Any capital gain realized on the sale, redemption,
retirement or other taxable disposition of a Note by a foreign
person will be exempt from United States federal income and
withholding tax, provided that (i) such gain is not effectively
connected with the conduct of a trade or business in the United
States by the foreign person and (ii) in the case of an
individual foreign person, the foreign person is not present in
the United States for 183 days or more in the taxable year.

Backup Withholding. Each holder of a Note (other than an
exempt holder such as a corporation, tax exempt organization,
qualified pension and profit sharing trust, individual retirement
account or nonresident alien who provides certification as to
status as a nonresident) will be required to provide, under
penalties of perjury, a certificate containing the holder's name,
address, correct federal taxpayer identification number and a
statement that the holder is not subject to backup withholding.
Should a nonexempt Noteholder fail to provide the required
certification, the Trust will be required to withhold 31 percent
of the amount otherwise payable to the holder, and remit the
withheld amount to the IRS as a credit against the holder's
federal income tax liability. Noteholders should consult with
their tax advisors as to their eligibility for exemption from
backup withholding and the procedure for obtaining the exemption.

Possible Alternative Treatments of the Notes. If, contrary
to the opinion of Federal Tax Counsel, the IRS successfully
asserted that one or more of the Notes did not represent debt for
federal income tax purposes, the Notes might be treated as equity
interests in the Trust. If so treated, the Trust might be
taxable as a corporation with the adverse consequences described
above (and the taxable corporation would not be able to reduce
its taxable income by deductions for interest expense on Notes
recharacterized as equity). Alternatively, and most likely in
the view of Federal Tax Counsel, the Trust might be treated as a
publicly traded partnership that would not be taxable as a
corporation because it would meet certain qualifying income
tests. Nonetheless, treatment of the Notes as equity interests
in such a publicly traded partnership could have adverse tax
consequences to certain holders. For example, income to certain
tax-exempt entities (including pension funds) would be "unrelated
business taxable income", income to foreign holders generally
would be subject to U.S. tax and U.S. tax return filing and
withholding requirements, and individual holders might be subject
to certain limitations on their ability to deduct their share of
Trust expenses. Furthermore, such a characterization could
subject holders to state and local taxation in jurisdictions in
which they are not currently subject to tax.

Tax Consequences to Holders of the Certificates

Treatment of the Trust as a Partnership. The Seller, the
Servicer, the Trustee, and the Certificateholders, by their
purchase of Certificates, will agree to treat the Trust as a
partnership for purposes of federal and state income tax,
franchise tax and any other tax measured in whole or in part by
income, with the assets of the partnership being the assets held
by the Trust, the partners of the partnership being the
Certificateholders, and the Notes being debt of the partnership.
However, the proper characterization of the arrangement involving
the Trust, the Certificates, the Notes, the Seller, and the
Servicer is not clear because there is no authority on
transactions closely comparable to that contemplated herein.

A variety of alternative characterizations are possible.
For example, because the Certificates have certain features
characteristic of debt, the Certificates might be considered debt
of the Seller or the Trust. Any such characterization would not
result in materially adverse tax consequences to
Certificateholders as compared to the intended consequences from
treatment of the Certificates as equity in a partnership,
described below. The following discussion assumes that the
Certificates represent equity interests in a partnership.

Strip Securities, etc. The following discussion assumes
that all payments on the Certificates are denominated in U.S.
dollars, none of the Certificates are Strip Certificates, and
that a series of Securities includes a single class of
Certificates. If these conditions are not satisfied with respect
to any given series of Certificates, additional tax
considerations with respect to such Certificates will be
disclosed in the related Prospectus Supplement.

Partnership Taxation. As a partnership, the Trust will not
be subject to federal income tax. Rather, each Certificateholder
will be required to separately take into account such holder's
accruals of guaranteed payments from the Trust and its allocated
share of other income, gains, losses, deductions and credits of
the Trust. The Trust's income will consist primarily of interest
and finance charges earned on the Receivables (including
appropriate adjustments for market discount, OID and bond
premium) and any gain upon collection or disposition of
Receivables. The Trust's deductions will consist primarily of
interest accruing with respect to the Notes, guaranteed payments
on the Certificates, servicing and other fees, and losses or
deductions upon collection or disposition of Receivables.

The tax items of a partnership are allocable to the partners
in accordance with the Code, Treasury regulations and the
partnership agreement (here, the Trust Agreement and related
documents). Under the Trust Agreement, interest payments on the
Certificates at the Certificate Rate (including interest on
amounts previously due on the Certificates but not yet
distributed) will be treated as "guaranteed payments" under
Section 707(c) of the Code. Guaranteed payments are payments to
partners for the use of their capital and, in the present
circumstances, are treated as deductible to the Trust and
ordinary income to the Certificateholders. The Trust will have a
calendar year tax year and will deduct the guaranteed payments
under the accrual method of accounting. Certificateholders with
a calendar year tax year are required to include the accruals of
guaranteed payments in income in their taxable year that
corresponds to the year in which the Trust deducts the payments,
and Certificateholders with a different taxable year are required
to include the payments in income in their taxable year that
includes the December 31 of the Trust year in which the Trust
deducts the payments. It is possible that guaranteed payments
will not be treated as interest for all purposes of the Code.

In addition, the Trust Agreement will provide, in general,
that the Certificateholders will be allocated taxable income of
the Trust for each Collection Period equal to the sum of (i) any
Trust income attributable to discount on the Receivables that
corresponds to any excess of the principal amount of the
Certificates over their initial issue price, (ii) prepayment
premium, if any, payable to the Certificateholders for such month
and (iii) any other amounts of income payable to the
Certificateholders for such month. Such allocation will be
reduced by any amortization by the Trust of premium on
Receivables that corresponds to any excess of the issue price of
Certificates over their principal amount. All remaining items of
taxable income, gain, loss and deduction of the Trust, if any,
will be allocated to the Seller.

Based on the economic arrangement of the parties, this
approach for allocating Trust income arguably should be
permissible under applicable Treasury regulations, although no
assurance can be given that the IRS would not require a greater
amount of income to be allocated to Certificateholders.
Moreover, even under the foregoing method of allocation,
Certificateholders may be allocated income equal to the entire
Certificate Rate plus the other items described above even though
the Trust might not have sufficient cash to make current cash
distributions of such amount. Thus, cash basis holders would, in
effect, be required to report income from the Certificates on the
accrual basis and Certificateholders may become liable for taxes
on Trust income even if they have not received cash from the
Trust to pay such taxes. In addition, because tax allocations
and tax reporting will be done on a uniform basis for all
Certificateholders but Certificateholders may be purchasing
Certificates at different times and at different prices,
Certificateholders may be required to report on their tax returns
taxable income that is greater or less than the amount reported
to them by the Trust.

All of the guaranteed payments and taxable income allocated
to a Certificateholder that is a pension, profit sharing or
employee benefit plan or other tax-exempt entity (including an
individual retirement account) will constitute "unrelated
business taxable income" generally taxable to such a holder under
the Code.

An individual taxpayer's share of expenses of the Trust
(including fees to the Servicer but not interest expense) would
be miscellaneous itemized deductions. Such deductions might be
disallowed to the individual in whole or in part and might result
in such holder being taxed on an amount of income that exceeds
the amount of cash actually distributed to such holder over the
life of the Trust. It is not clear whether these rules would be
applicable to a Certificateholder accruing guaranteed payments.

The Trust intends to make all tax calculations relating to
income and allocations to Certificateholders on an aggregate
basis. If the IRS were to require that such calculations be made
separately for each Receivable, the Trust might be required to
incur additional expense but it is believed that there would not
be a material adverse effect on Certificateholders.

Discount and Premium. It is believed that the Receivables
were not issued with OID, and, therefore, the Trust should not
have OID income. However, the purchase price paid by the Trust
for the Receivables may be greater or less than the remaining
principal balance of the Receivables at the time of purchase. If
so, the Receivables will have been acquired at a premium or
discount, as the case may be. (As indicated above, the Trust will
make this calculation on an aggregate basis, but might be
required to recompute it on a Receivable-by-Receivable basis.)

If the Trust acquires the Receivables at a market discount
or premium, the Trust will elect to include any such discount in
income currently as it accrues over the life of the Receivables
or to offset any such premium against interest income on the
Receivables. As indicated above, a portion of such market
discount income or premium deduction may be allocated to
Certificateholders.

Section 708 Termination. Under Section 708 of the Code, the
Trust will be deemed to terminate for federal income tax purposes
if 50% or more of the capital and profits interests in the Trust
are sold or exchanged within a 12-month period. If such a
termination occurs, under current Treasury regulations the Trust
will be considered to distribute its assets to the partners, who
would then be treated as recontributing those assets to the
Trust, as a new partnership. Proposed Treasury regulations would
modify this treatment. The Trust will not comply with certain
technical requirements that might apply when such a constructive
termination occurs. As a result, the Trust may be subject to
certain tax penalties and may incur additional expenses if it is
required to comply with those requirements. Furthermore, the
Trust might not be able to comply due to lack of data.

Disposition of Certificates. Subject to the discussion in
the immediately following paragraph, generally, capital gain or
loss will be recognized on a sale of Certificates in an amount
equal to the difference between the amount realized and the
seller's tax basis in the Certificates sold. A
Certificateholder's tax basis in a Certificate will generally
equal the holder's cost increased by the holder's share of Trust
income (includible in income) and decreased by any distributions
received with respect to such Certificate. In addition, both the
tax basis in the Certificates and the amount realized on a sale
of a Certificate would include the holder's share of the Notes
and other liabilities of the Trust. A holder acquiring
Certificates at different prices may be required to maintain a
single aggregate adjusted tax basis in such Certificates, and,
upon sale or other disposition of some of the Certificates,
allocate a portion of such aggregate tax basis to the
Certificates sold (rather than maintaining a separate tax basis
in each Certificate for purposes of computing gain or loss on a
sale of that Certificate).

Any gain on the sale of a Certificate attributable to the
holder's share of unrecognized accrued market discount on the
Receivables would generally be treated as ordinary income to the
holder and would give rise to special tax reporting requirements.
The Trust does not expect to have any other assets that would
give rise to such special reporting requirements. Thus, to avoid
those special reporting requirements, the Trust will elect to
include market discount in income as it accrues.

If a Certificateholder is required to recognize an aggregate
amount of income (not including income attributable to disallowed
itemized deductions described above) over the life of the
Certificates that exceeds the aggregate cash distributions with
respect thereto, such excess will generally give rise to a
capital loss upon the retirement of the Certificates.

Allocations Between Transferors and Transferees. In
general, the Trust's taxable income and losses will be determined
monthly and the tax items for a particular calendar month will be
apportioned among the Certificateholders in proportion to the
principal amount of Certificates owned by them as of the close of
the last day of such month. As a result, a holder purchasing
Certificates may be allocated tax items (which will affect its
tax liability and tax basis) attributable to periods before the
actual purchase.

The use of such a monthly convention may not be permitted by
existing Treasury regulations. If a monthly convention is not
allowed (or only applies to transfers of less than all of the
partner's interest), taxable income or losses of the Trust might
be reallocated among the Certificateholders. The Seller is
authorized to revise the Trust's method of allocation between
transferors and transferees to conform to a method permitted by
future regulations.

Section 754 Election. In the event that a Certificateholder
sells its Certificates at a profit (loss), the purchasing
Certificateholder will have a higher (lower) basis in the
Certificates than the selling Certificateholder had. The tax
basis of the Trust's assets will not be adjusted to reflect that
higher (or lower) basis unless the Trust were to file an election
under Section 754 of the Code. In order to avoid the
administrative complexities that would be involved in keeping
accurate accounting records, as well as potentially onerous
information reporting requirements, the Trust will not make such
election. As a result, Certificateholders might be allocated a
greater or lesser amount of Trust income than would be
appropriate based on their own purchase price for Certificates.

Administrative Matters. The Trustee is required to keep or
have kept complete and accurate books of the Trust. Such books
will be maintained for financial reporting and tax purposes on an
accrual basis and the fiscal year of the Trust will be the
calendar year. The Trustee will file a partnership information
return (IRS Form 1065) with the IRS for each taxable year of the
Trust and will report each Certificateholder's allocable share of
items of Trust income and expense to holders and the IRS on
Schedule K-1. The Trust will provide the Schedule K-1
information to nominees that fail to provide the Trust with the
information statement described below and such nominees will be
required to forward such information to the beneficial owners of
the Certificates. Generally, holders must file tax returns that
are consistent with the information return filed by the Trust or
be subject to penalties unless the holder notifies the IRS of all
such inconsistencies.

Under Section 6031 of the Code, any person that holds
Certificates as a nominee at any time during a calendar year is
required to furnish the Trust with a statement containing certain
information on the nominee, the beneficial owners and the
Certificates so held. Such information includes (i) the name,
address and taxpayer identification number of the nominee and
(ii) as to each beneficial owner (x) the name, address and
identification number of such person, (y) whether such person is
a United States person, a tax-exempt entity or a foreign
government, an international organization, or any wholly owned
agency or instrumentality of either of the foregoing, and (z)
certain information on Certificates that were held, bought or
sold on behalf of such person throughout the year. In addition,
brokers and financial institutions that hold Certificates through
a nominee are required to furnish directly to the Trust
information as to themselves and their ownership of Certificates.
A clearing agency registered under Section 17A of the Exchange
Act is not required to furnish any such information statement to
the Trust. The information referred to above for any calendar
year must be furnished to the Trust on or before the following
January 31. Nominees, brokers and financial institutions that
fail to provide the Trust with the information described above
may be subject to penalties.

The Seller will be designated as the tax matters partner in
the related Trust Agreement and, as such, will be responsible for
representing the Certificateholders in any dispute with the IRS.
The Code provides for administrative examination of a partnership
as if the partnership were a separate and distinct taxpayer.
Generally, the statute of limitations for partnership items does
not expire before three years after the date on which the
partnership information return is filed. Any adverse
determination following an audit of the return of the Trust by
the appropriate taxing authorities could result in an adjustment
of the returns of the Certificateholders, and, under certain
circumstances, a Certificateholder may be precluded from
separately litigating a proposed adjustment to the items of the
Trust. An adjustment could also result in an audit of a
Certificateholder's returns and adjustments of items not related
to the income and losses of the Trust.

Tax Consequences to Foreign Certificateholders. It is not
clear whether the Trust would be considered to be engaged in a
trade or business in the United States for purposes of federal
withholding taxes with respect to non-U.S. persons because there
is no clear authority dealing with that issue under facts
substantially similar to those described herein. Although it is
not expected that the Trust would be engaged in a trade or
business in the United States for such purposes, the Trust will
withhold as if it were so engaged in order to protect the Trust
from possible adverse consequences of a failure to withhold. The
Trust expects to withhold on the portion of its taxable income
that is allocable to foreign Certificateholders pursuant to
Section 1446 of the Code, as if such income were effectively
connected to a U.S. trade or business, at a rate of 35% for
foreign holders that are taxable as corporations and 39.6% for
all other foreign holders. Subsequent adoption of Treasury
regulations or the issuance of other administrative
pronouncements may require the Trust to change its withholding
procedures. In determining a holder's withholding status, the
Trust may rely on IRS Form W-8, IRS Form W-9 or the holder's
certification of nonforeign status signed under penalties of
perjury.

Each foreign holder might be required to file a U.S.
individual or corporate income tax return and pay U.S. income tax
on the amount computed therein (including, in the case of a
corporation, the branch profits tax) on its share of accruals of
guaranteed payments and the Trust's income. Each foreign holder
must obtain a taxpayer identification number from the IRS and
submit that number to the Trust on Form W-8 in order to assure
appropriate crediting of the taxes withheld. A foreign holder
generally would be entitled to file with the IRS a claim for
refund with respect to taxes withheld by the Trust, taking the
position that no taxes were due because the Trust was not engaged
in a U.S. trade or business. However, the IRS may assert
additional taxes are due, and no assurance can be given as to the
appropriate amount of tax liability.

Backup Withholding. Distributions made on the Certificates
and proceeds from the sale of the Certificates will be subject to
a "backup" withholding tax of 31% if, in general, the
Certificateholder fails to comply with certain identification
procedures, unless the holder is an exempt recipient under
applicable provisions of the Code. Certificateholders should
consult with their tax advisors as to their eligibility for
exemption to backup withholding and the procedure for obtaining
the exemption.

TRUSTS TREATED AS GRANTOR TRUSTS

Tax Characterization of the Trust as a Grantor Trust

With respect to any Trust which is not intended to be
characterized as a partnership, Federal Tax Counsel will deliver
its opinion that the Trust will not be classified as an
association taxable as a corporation and that such Trust will be
classified as a grantor trust under subpart E, Part 1 of
subchapter J of the Code. A copy of such opinion of Federal Tax
Counsel will be filed with the Commission with a Form 8-K
following the issuance of the Certificates by a Trust not
intended to be characterized as a partnership. In this case,
owners of Certificates (referred to herein as "Grantor Trust
Certificateholders") will be treated for federal income tax
purposes as owners of a portion of the Trust's assets as
described below. The Certificates issued by a Trust that is
treated as a grantor trust are referred to herein as "Grantor
Trust Certificates".

Characterization. Each Grantor Trust Certificateholder will
be treated as the owner of a pro rata undivided interest in the
interest and principal portions of the Trust represented by the
Grantor Trust Certificates and will be considered the equitable
owner of a pro rata undivided interest in each of the Receivables
in the Trust. Any amounts received by a Grantor Trust
Certificateholder in lieu of amounts due with respect to any
Receivable because of a default or delinquency in payment will be
treated for federal income tax purposes as having the same
character as the payments they replace.

Each Grantor Trust Certificateholder will be required to
report on its federal income tax return in accordance with such
Grantor Trust Certificateholder's method of accounting its pro
rata share of the entire income from the Receivables in the Trust
represented by the Grantor Trust Certificates, including
interest, OID, if any, market discount, if any, prepayment fees,
assumption fees, any gain recognized upon an assumption and late
payment charges received by the Servicer. Under Sections 162 or
212 of the Code each Grantor Trust Certificateholder will be
entitled to deduct its pro rata share of servicing fees,
prepayment fees, assumption fees, any loss recognized upon an
assumption and late payment charges retained by the Servicer,
provided that such amounts are reasonable compensation for
services rendered to the Trust. Grantor Trust Certificateholders
that are individuals, estates or trusts will be entitled to
deduct their share of expenses only to the extent such expenses
plus all other Section 212 expenses exceed two percent of its
adjusted gross income. In addition, the Code provides that the
amount of itemized deductions otherwise allowable for the taxable
year for an individual whose adjusted gross income exceeds a
threshold amount specified in the Code adjusted for inflation
($117,950 in 1996, in the case of a joint return) will be reduced
by the lesser of (i) 3% of the excess of adjusted gross income
over the specified threshold amount or (ii) 80% of the amount of
itemized deductions otherwise allowable for such taxable year. A
Grantor Trust Certificateholder using the cash method of
accounting must take into account its pro rata share of income
and deductions as and when collected by or paid to the Servicer.
A Grantor Trust Certificateholder using an accrual method of
accounting must take into account its pro rata share of income
and deductions as they become due or are paid to the Servicer,
whichever is earlier. If the servicing fees paid to the Servicer
are deemed to exceed reasonable servicing compensation, the
amount of such excess could be considered as an ownership
interest retained by the Servicer (or any person to whom the
Servicer assigned for value all or a portion of the servicing
fees) in a portion of the interest payments on the Receivables.
The Receivables would then be subject to the "coupon stripping"
rules of the Code discussed below.

Premium. The price paid for a Grantor Trust Certificate by
a holder will be allocated to such holder's undivided interest in
each Receivable based on each Receivable's relative fair market
value, so that such holder's undivided interest in each
Receivable will have its own tax basis. A Grantor Trust
Certificateholder that acquires an interest in Receivables at a
premium may elect to amortize such premium under a constant yield
method. Amortizable bond premium will be treated as an offset to
interest income on such Grantor Trust Certificate. The basis for
such Grantor Trust Certificate will be reduced to the extent that
amortizable premium is applied to offset interest payments. A
Grantor Trust Certificateholder that makes this election for a
Grantor Trust Certificate that is acquired at a premium will be
deemed to have made an election to amortize bond premium with
respect to all debt instruments having amortizable bond premium
that such Grantor Trust Certificateholder acquires during the
year of the election or thereafter. Absent such an election, the
premium will be deductible as an ordinary loss only upon
disposition of the Certificate or pro rata as principal is paid
on the Receivables.

Stripped Bonds and Stripped Coupons

To the extent a transaction is determined to involve "excess
servicing" (as described above), or that the classes of
Certificates represent stripped interests in the underlying
Receivables, the Grantor Trust Certificates will represent
interests in stripped bonds for federal income tax purposes.
Although the tax treatment of stripped bonds is not entirely
clear, based on recent guidance by the IRS, each purchaser of a
Grantor Trust Certificate will be treated as the purchaser of a
stripped bond which generally should be treated as a single debt
instrument issued on the day it is purchased for purposes of
calculating any OID. Generally, under Treasury regulations (the
"Section 1286 Treasury Regulations"), if the discount on a
stripped bond is larger than a de minimis amount (as calculated
for purposes of the OID rules of the Code) such stripped bond
will be considered to have been issued with OID. If OID rules
were to apply, all of the taxable income to be recognized with
respect to the Certificates would be includible in income as OID
but would not be includible again when the interest is actually
received. Regulations do not adequately address the
circumstances in which payment of interest on Certificates such
as the Grantor Trust Certificates would not be considered
unconditionally payable, and thus, it is expected that Federal
Tax Counsel will be unable to opine as to the extent to which
interest payments on the Certificates would be treated as
qualified stated interest.

Market Discount and Premium. A Grantor Trust
Certificateholder that acquires an undivided interest in
Receivables may be subject to the market discount rules of Code
Sections 1276 through 1278 to the extent an undivided interest in
a Receivable is considered to have been purchased at a "market
discount." Generally, the amount of market discount is equal to
the excess of the portion of the principal amount of such
Receivable allocable to such holder's undivided interest over
such holder's tax basis in such interest. Market discount with
respect to a Grantor Trust Certificate will be considered to be
zero if the amount allocable to the Grantor Trust Certificate is
less than 0.25% of the Grantor Trust Certificate's stated
redemption price at maturity multiplied by the weighted average
maturity remaining after the date of purchase. Treasury
regulations implementing the market discount rules have not yet
been issued; therefore, investors should consult their own tax
advisors regarding the application of these rules and the
advisability of making any of the elections allowed under Code
Sections 1276 through 1278.

The Code provides that any principal payment (whether a
scheduled payment or a prepayment) or any gain on disposition of
a market discount bond shall be treated as ordinary income to the
extent that it does not exceed the accrued market discount at the
time of such payment. The amount of accrued market discount for
purposes of determining the tax treatment of subsequent principal
payments or dispositions of the market discount bond is to be
reduced by the amount so treated as ordinary income.

The Code also grants the Treasury Department authority to
issue regulations providing for the computation of accrued market
discount on debt instruments, the principal of which is payable
in more than one installment. While the Treasury Department has
not yet issued regulations, rules described in the relevant
legislative history will apply. Under those rules, the holder of
a market discount bond may elect to accrue market discount on the
basis of a constant yield method.

A holder who acquired a Grantor Trust Certificate at a
market discount may be required to defer a portion of its
interest deductions for the taxable year attributable to any
indebtedness incurred or continued to purchase or carry such
Grantor Trust Certificate purchased with market discount. For
these purposes, the de minimis rule referred to above applies.
Any such deferred interest expense would not exceed the market
discount that accrues during such taxable year and is, in
general, allowed as a deduction not later than the year in which
such market discount is includible in income. If such holder
elects to include market discount in income currently as it
accrues on all market discount instruments acquired by such
holder in that taxable year or thereafter, the interest deferral
rule described above will not apply.

To the extent a Grantor Trust Certificateholder is
considered to have purchased an undivided interest in a
Receivable for an amount that is greater than its stated
redemption price at maturity of such Receivable, such Grantor
Trust Certificateholder will be considered to have purchased the
Receivable with "amortizable bond premium" equal in amount to
such excess. See "--Premium."

Election to Treat All Interest as OID. The OID regulations
permit a Grantor Trust Certificateholder to elect to accrue all
interest, discount (including de minimis market or OID) and
premium in income as interest, based on a constant yield method.
If such an election were to be made with respect to a Grantor
Trust Certificate with market discount, the Certificateholder
would be deemed to have made an election to include in income
currently market discount with respect to all other debt
instruments having market discount that such Grantor Trust
Certificateholder acquires during the year of the election or
thereafter. Similarly, a Grantor Trust Certificateholder that
makes this election for a Grantor Trust Certificate that is
acquired at a premium will be deemed to have made an election to
amortize bond premium with respect to all debt instruments having
amortizable bond premium that such Grantor Trust
Certificateholder owns or acquires. See "--Premium." The
election to accrue interest, discount and premium on a constant
yield method with respect to a Grantor Trust Certificate is
generally irrevocable.

Sale or Exchange of a Grantor Trust Certificate. Sale or
exchange of a Grantor Trust Certificate prior to its maturity
will result in gain or loss equal to the difference, if any,
between the amount received and the owner's adjusted basis in the
Grantor Trust Certificate. Such adjusted basis generally will
equal the seller's purchase price for the Grantor Trust
Certificate, increased by the OID included in the seller's gross
income with respect to the Grantor Trust Certificate, and reduced
by principal payments on the Grantor Trust Certificate previously
received by the seller. Such gain or loss will be capital gain
or loss to an owner for which a Grantor Trust Certificate is a
"capital asset" within the meaning of Code Section 1221, and will
be long-term or short-term depending on whether the Grantor Trust
Certificate has been owned for the long-term capital gain holding
period (currently more than one year).

Grantor Trust Certificates will be "evidences of
indebtedness" within the meaning of Code Section 582(c)(1), so
that gain or loss recognized from the sale of a Grantor Trust
Certificate by a bank or a thrift institution to which such
section applies will be treated as ordinary income or loss.

Non-U.S. Persons. Generally, interest or OID paid by the
person required to withhold tax under Code Section 1441 or 1442
to (i) an owner that is not a U.S. Person (as defined below) or
(ii) a Grantor Trust Certificateholder holding on behalf of an
owner that is not a U.S. Person would not be subject to
withholding if such Grantor Trust Certificateholder complies with
certain identification requirements (including delivery of a
statement, signed by the Grantor Trust Certificateholder under
penalties of perjury, certifying that such Grantor Trust
Certificateholder is not a U.S. Person and providing the name and
address of such Grantor Trust Certificateholder).

As used herein, a "U.S. Person" means a citizen or resident
of the United States, a corporation or a partnership organized in
or under the laws of the United States or any political
subdivision thereof or an estate or trust, the income of which
from sources outside the United States is includible in gross
income for federal income tax purposes regardless of its
connection with the conduct of a trade or business within the
United States.

Information Reporting and Backup Withholding. The Servicer
will finish or make available, within a reasonable time after the
end of each calendar year, to each person who was a Grantor Trust
Certificateholder at any time during such year, such information
as may be deemed necessary or desirable to assist Grantor Trust
Certificateholders in preparing their federal income tax returns,
or to enable holders to make such information available to
beneficial owners or financial intermediaries that hold Grantor
Trust Certificates as nominees on behalf of beneficial owners.
If a holder, beneficial owner, financial intermediary or other
recipient of a payment on behalf of a beneficial owner fails to
supply a certified taxpayer identification number or if the
Secretary of the Treasury determines that such person has not
reported all interest and dividend income required to be shown on
its federal income tax return, 31% backup withholding may be
required with respect to any payments. Any amounts deducted and
withheld from a distribution to a recipient would be allowed as a
credit against such recipient's federal income tax liability.

CERTAIN STATE TAX CONSEQUENCES

The above discussion does not address the tax treatment of
any Tax Partnership, Grantor Trust, Notes, Certificates,
Noteholders or Certificateholders under any state tax laws.
Prospective investors are urged to consult with their own tax
advisors regarding the state tax treatment of any Tax Partnership
or Grantor Trust as well as any state tax consequences to them of
purchasing, holding and disposing of Notes or Certificates.

* * *

THE FEDERAL AND STATE TAX DISCUSSIONS SET FORTH ABOVE ARE
INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE
DEPENDING UPON A NOTEHOLDER'S OR CERTIFICATEHOLDER'S PARTICULAR
TAX SITUATION. PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR TAX
ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE
PURCHASE, OWNERSHIP AND DISPOSITION OF NOTES AND CERTIFICATES,
INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND
OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR
OTHER TAX LAWS.

ERISA CONSIDERATIONS

Section 406 of ERISA and Section 4975 of the Code prohibit a
pension, profit-sharing or other employee benefit plan subject to
ERISA, as well as individual retirement accounts, certain types
of Keogh Plans and other plans subject to Section 4975 of the
Code (each a "Benefit Plan"), from engaging in certain
transactions with persons that are "parties in interest" under
ERISA or "disqualified persons" under the Code with respect to
such Benefit Plan. A violation of these "prohibited transaction"
rules may result in an excise tax or other penalties and
liabilities under ERISA and the Code for such persons.

A fiduciary of a Benefit Plan considering the purchase of
Securities of any series should carefully review with its legal
and other advisors whether the assets of the related Trust would
be considered plan assets, whether the purchase or holding of
the Securities could give rise to a transaction prohibited or
otherwise impermissible under ERISA or the Code, and should refer
to the discussion under "ERISA Considerations" in the related
Prospectus Supplement regarding any restrictions on the purchase
or holding of the Securities offered thereby.

Certain employee benefit plans, such as governmental plans
(as defined in Section 3(32) of ERISA) and certain church plans
(as defined in Section 3(33) of ERISA) are not subject to the
fiduciary and prohibited transaction provisions under ERISA or
the Code discussed herein, but governmental plans may be subject
to comparable restrictions under applicable state law.

Trusts That Issue Notes

The following discussion applies only to Trusts that issue
Notes.

Certain transactions involving a Trust might be deemed to
constitute prohibited transactions under ERISA and the Code with
respect to a Benefit Plan that purchased Notes or Certificates if
assets of the Trust were deemed to be assets of the Benefit Plan.
Under a regulation issued by the United States Department of
Labor (the "Plan Asset Regulation"), the assets of a Trust would
be treated as plan assets of a Benefit Plan for the purposes of
ERISA and the Code only if the Benefit Plan acquired an "equity
interest" in the Trust and none of the exceptions contained in
the Plan Asset Regulation was applicable. An equity interest is
defined under the Plan Asset Regulation as an interest other than
an instrument which is treated as indebtedness under applicable
local law and which has no substantial equity features. Although
there is little guidance on the subject to the extent provided in
the related Prospectus Supplement, the Seller believes that, at
the time of their issuance, the Notes of each Series should be
treated as indebtedness without substantial equity features for
purpose of the Plan Asset Regulation. The debt status of the
Notes could be affected, after their initial issuance, by certain
changes in the financial condition of the related Trust.

Regardless of whether the Notes are treated as an equity
interest for purposes of the Plan Asset Regulation, the
acquisition or holding of such Notes with plan assets of a
Benefit Plan could be considered to give rise to a prohibited
transaction if the Seller, the Servicer or the applicable Issuer,
Trustee or Indenture Trustee is or becomes a party in interest
under ERISA or a disqualified person under the Code with respect
to such Benefit Plan. In such case, certain exemptions from the
prohibited transactions rules may be available, depending upon
the type and circumstances of the Benefit Plan fiduciary making
the decision to purchase the Notes with assets of the Benefit
Plan. Included among these exemptions are Prohibited Transaction
Exemption ("PTE") 84-14, applicable to certain transactions
effected by a qualified professional asset manager; PTE 90-1,
applicable to certain transactions entered into by an insurance
company separate account; PTE 91-38, applicable to certain
transactions entered into by a bank collective investment trust;
PTE 95-60, applicable to certain transactions entered into by an
insurance company general account; and PTE 96-23, applicable to
certain transactions entered into by an in-house asset manager.
Purchasers acquiring Notes of any series with the assets of a
Benefit Plan shall be deemed to represent and warrant that such
purchase and holding will not give rise to a nonexempt prohibited
transaction.

Because the Certificates issued by a Trust that also issues
Notes will most likely be treated as equity interests under the
Plan Asset Regulation, such Certificates may not be acquired with
the assets of any Benefit Plan. Purchasers of the Certificates
issued by a Trust that also issues Notes shall be deemed to
represent and warrant that they are not purchasing the
Certificates with the assets of a Benefit Plan.

Trusts That Do Not Issue Notes

The following discussion applies only to nonsubordinated
Certificates (referred to herein as "Senior Certificates") issued
by a Trust that does not issue Notes.

The related Prospectus Supplement will indicate whether the
lead underwriter named therein has been granted by the U.S.
Department of Labor, an exemption (the "Exemption") from certain
of the prohibited transaction rules of ERISA with respect to the
initial purchase, the holding and the subsequent resale by
Benefit Plans of certificates representing interests in asset-
backed pass-through trusts that consist of certain receivables,
loans and other obligations that meet the conditions and
requirements of the Exemption. The receivables covered by the
Exemption include motor vehicle installment sales contracts such
as the Receivables. The fact that a portion of the Receivables
in certain Trusts may be acquired subsequent to closing with the
assets held in a Pre-Funding Account raises an issue as to
whether the Trust can be characterized as containing a "fixed
pool" of receivables, as required by the Exemption, during the
Funding Period. In addition, the assets held in a Pre-Funding
Account prior to the acquisition of Receivables are not within
the list of permitted assets for purposes of the Exemption.
Accordingly, it is not clear whether the terms of the Exemption
will be satisfied during the Funding Period with respect to
Senior Certificates issued by a Trust with Prefunding Account.
The Department of Labor has under consideration an amendment to
the Exemption to extend its application to trusts with prefunding
accounts.

Among the conditions which must be satisfied for the
Exemption to apply to the Senior Certificates are the following:

(1) the acquisition of the Senior Certificates by a
Benefit Plan is on terms (including the price for the Senior
Certificates) that are at least as favorable to the Benefit
Plan as they would be in an arm's length transaction with an
unrelated party;

(2) the rights and interests evidenced by the Senior
Certificates acquired by the Benefit Plan are not
subordinated to the rights and interests evidenced by other
certificates of the Trust;

(3) the Senior Certificates acquired by the Benefit
Plan have received a rating at the time of such acquisition
that is in one of the three highest generic rating
categories from either Standard & Poor's Ratings Services,
Moody's Investors Service, Inc., Duff & Phelps Credit Rating
Co. or Fitch Investors Service, L.P.;

(4) the Trustee is not an affiliate of any other
member of the Restricted Group (as defined below);

(5) the sum of all payments made to the underwriters
in connection with the distribution of the Senior
Certificates represents not more than reasonable
compensation for underwriting the Senior Certificates; the
sum of all payments made to and retained by the Seller
pursuant to the sale of the Receivables to the Trust
represents not more than the fair market value of such
Receivables; and the sum of all payments made to and
retained by the Servicer represents not more than reasonable
compensation for the Servicer's services under the Sale and
Servicing Agreement and reimbursement of the Servicer's
reasonable expenses in connection therewith; and

(6) the Benefit Plan investing in the Senior
Certificates is an "accredited investor" as defined in Rule
501(a)(1) of Regulation D of the Commission under the
Securities Act.

Moreover, the Exemption would provide relief from certain
self-dealing/conflict of interest or prohibited transactions only
if, among other requirements, (i) in the case of the acquisition
of Senior Certificates in connection with the initial issuance,
at least fifty (50) percent of the Senior Certificates are
acquired by persons independent of the Restricted Group, (ii) the
Benefit Plan's investment in Senior Certificates does not exceed
twenty-five (25) percent of all of the Senior Certificates
outstanding at the time of the acquisition, and (iii) immediately
after the acquisition, no more than twenty-five (25) percent of
the assets of the Benefit Plan are invested in certificates
representing an interest in one or more trusts containing assets
sold or serviced by the same entity. The Exemption does not
apply to Benefit Plans sponsored by the Seller, any underwriter,
the Trustee, the Servicer, any Obligor with respect to
Receivables included in the Trust constituting more than five
percent of the aggregate unamortized principal balance of the
assets in the Trust, or any affiliate of such parties (the
"Restricted Group").

The related Prospectus Supplement will indicate whether the
Seller believes that all conditions of the Exemption other than
those within the control of the investors have been met with
respect to the Senior Certificates, and whether the Senior
Certificates may be acquired by Benefit Plans.

Because any Certificates issued by a Trust that are
subordinate to any other class of Securities (the "Subordinate
Certificates") will not be eligible for the relief afforded by
the Exemption, such Subordinate Certificates may not be acquired
with the assets of a Benefit Plan. Each purchaser of a
Subordinate Certificate shall be deemed to represent and warrant
that it is not acquiring or holding the Subordinate Certificate
with the assets of a Benefit Plan.

PLAN OF DISTRIBUTION

On the terms and conditions set forth in an underwriting
agreement with respect to the Notes, if any, of a given series
and an underwriting agreement with respect to the Certificates of
such series (collectively, the "Underwriting Agreements"), the
Seller will agree to cause the related Trust to sell to the
underwriters named therein and in the related Prospectus
Supplement, and each of such underwriters will severally agree to
purchase, the principal amount of each class of Notes and
Certificates, as the case may be, of the related series set forth
therein and in the related Prospectus Supplement.

In each of the Underwriting Agreements with respect to any
given series of Securities, the several underwriters will agree,
subject to the terms and conditions set forth therein, to
purchase all the Notes and Certificates, as the case may be,
described therein which are offered hereby and by the related
Prospectus Supplement if any of such Notes and Certificates, as
the case may be, are purchased.

Each Prospectus Supplement will either (i) set forth the
price at which each class of Notes and Certificates, as the case
may be, being offered thereby will be offered to the public and
any concessions that may be offered to certain dealers, if any,
participating in the offering of such Notes and Certificates or
(ii) specify that the related Notes and Certificates, as the case
may be, are to be resold by the underwriters in negotiated
transactions at varying prices to be determined at the time of
such sale. After the initial public offering of any such Notes
and Certificates, such public offering prices and such
concessions may be changed.

Each Underwriting Agreement will provide that the Seller
will indemnify the underwriters against certain civil
liabilities, including liabilities under the Securities Act, or
contribute to payments the several underwriters may be required
to make in respect thereof.

Each Trust may, from time to time, invest the funds in its
Trust Accounts in Eligible Investments acquired from such
underwriters or from the Seller.

Pursuant to each Underwriting Agreement with respect to a
given series of Securities, the closing of the sale of any class
of Securities subject to such Underwriting Agreement will be
conditioned on the closing of the sale of all other such classes
of Securities of that series.

This Prospectus is to be used by Norwest Investment
Services, Inc. ("NISI"), an affiliate of the Affiliates, the
Servicer, the Seller and Norwest Corporation, in connection
with offers and sales related to market-making transactions
in the Securities in which NISI acts as principal. NISI may
also act as agent in such transactions. NISI is a broker/dealer
and a member of the National Association of Securities Dealers,
Inc. and the Securities Investor Protection Corporation.
Sales will be made at prices related to the prevailing prices at
the time of sale. NISI is not a bank or thrift, is a subsidiary
of Norwest Corporation and an entity separate from any Affiliate,
and is solely responsible for its contractual obligations and
commitments. The portion of the net proceeds paid to the Seller
will be used to purchase the Receivables from the Affiliates.

The place and time of delivery for the Securities in respect
of which this Prospectus is delivered will be set forth in the
related Prospectus Supplement.

NOTICE TO CANADIAN RESIDENTS

Resale Restrictions

The distribution of the Securities in Canada is being made
only on a private placement basis exempt from the requirement
that each Trust prepare and file a prospectus with the securities
regulatory authorities in each province where trades of the
Securities are effected. Accordingly, any resale of the
Securities in Canada must be made in accordance with applicable
securities law which will vary depending on the relevant
jurisdiction, and which may require resales to be made in
accordance with available statutory exemptions or pursuant to a
discretionary exemption granted by the applicable Canadian
securities regulatory authority. Purchasers are advised to seek
legal advice prior to any resale of the Securities.

Representation of Purchasers

Each purchaser of Securities in Canada who receives a
purchase confirmation will be deemed to represent to the Seller,
the applicable Trust and the dealer from whom such purchase
confirmation is received that (i) such purchaser is entitled
under applicable provincial securities laws to purchase such
Securities without the benefit of a prospectus qualified under
such securities laws, (ii) where required by law, that such
purchaser is purchasing as principal and not as agent, and (iii)
such purchaser has reviewed the text above under "Resale
Restrictions."

Rights of Action and Enforcement

The securities being offered are those of a foreign issuer
and Ontario purchasers will not receive the contractual right of
action prescribed by section 32 of the Regulation under the
Securities Act (Ontario). As a result, Ontario purchasers must
rely on other remedies that may be available, including common
law rights of action for damages or rescission or rights of
action under the civil liability provisions of the U.S. federal
securities laws.

The applicable Trust, the Seller, the Bank, the Servicer and
the Applicable Trustee and their respective directors and
officers, if any, as well as the experts named herein, may be
located outside of Canada and, as a result, it may not be
possible for Ontario purchasers to effect service of process
within Canada upon the Seller or such persons. All or a
substantial portion of the assets of the Seller and such persons
may be located outside of Canada and, as a result, it may not be
possible to satisfy a judgment against the Seller or such persons
in Canada or to enforce a judgment obtained in Canadian courts
against such Seller or persons outside of Canada.

Notice to British Columbia Residents

A purchaser of the Securities to whom the Securities Act
(British Columbia) applies is advised that such purchaser is
required to file with the British Columbia Securities Commission
a report within ten days of the sale of any of the Securities
acquired by such purchaser pursuant to this offering. Such
report must be in the form attached to British Columbia
Securities Commission Blanket Order BOR #88/5. Only one such
report must be filed in respect of the Securities acquired on the
same date and under the same prospectus exemption.

<PAGE>
LEGAL OPINIONS

Certain legal matters relating to the Securities of any
series will be passed upon for the related Trust, the Seller and
the Servicer by Stanley S. Stroup, Executive Vice President and
General Counsel of Norwest Corporation and by Mayer, Brown &
Platt, Chicago, Illinois. Mayer, Brown & Platt may from time to
time render legal services to the Seller, the Servicer and their
affiliates. Certain legal matters will be passed upon for the
Underwriters by Mayer, Brown & Platt, Chicago, Illinois.

<PAGE>
INDEX OF TERMS

Administration Agreement . . . . . . . . . . . . . . . . . . . 51
Administration Fee . . . . . . . . . . . . . . . . . . . . . . 51
Administrator. . . . . . . . . . . . . . . . . . . . . . . . . 51
Advance. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Affiliate. . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Applicable Trustee . . . . . . . . . . . . . . . . . . . . . . 34
APR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Bankruptcy Code. . . . . . . . . . . . . . . . . . . . . . . . 15
Base Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Benefit Plan . . . . . . . . . . . . . . . . . . . . . . . . . 67
Bill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Calculation Agent. . . . . . . . . . . . . . . . . . . . . . . 32
Cede . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Cedel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Cedel Participants . . . . . . . . . . . . . . . . . . . . . . 34
Certificate Balance. . . . . . . . . . . . . . . . . . . . . . .5
Certificate Distribution Account . . . . . . . . . . . . . . . 41
Certificate Owners . . . . . . . . . . . . . . . . . . . . . . .5
Certificate Pool Factor. . . . . . . . . . . . . . . . . . . . 24
Certificate Rate . . . . . . . . . . . . . . . . . . . . . . . .5
Certificateholders . . . . . . . . . . . . . . . . . . . . . . 16
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . .1
Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . 39
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Collection Account . . . . . . . . . . . . . . . . . . . . . . 40
Collection Period. . . . . . . . . . . . . . . . . . . . . . . 43
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Cooperative. . . . . . . . . . . . . . . . . . . . . . . . . . 35
Cutoff Date. . . . . . . . . . . . . . . . . . . . . . . . . . 20
Dealer Agreements. . . . . . . . . . . . . . . . . . . . . . . .8
Dealer Recourse. . . . . . . . . . . . . . . . . . . . . . . . 20
Dealers. . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Definitive Certificates. . . . . . . . . . . . . . . . . . . . 36
Definitive Notes . . . . . . . . . . . . . . . . . . . . . . . 36
Definitive Securities. . . . . . . . . . . . . . . . . . . . . 36
Depositaries . . . . . . . . . . . . . . . . . . . . . . . . . 32
Depository . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Direct Loans . . . . . . . . . . . . . . . . . . . . . . . . . .7
Distribution Date. . . . . . . . . . . . . . . . . . . . . . . 31
DTC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
DTC Participants . . . . . . . . . . . . . . . . . . . . . . . 33
DTC's Nominee. . . . . . . . . . . . . . . . . . . . . . . . . 19
Eligible Deposit Account . . . . . . . . . . . . . . . . . . . 42
Eligible Institution . . . . . . . . . . . . . . . . . . . . . 42
Eligible Investments . . . . . . . . . . . . . . . . . . . . . 41
ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Euroclear. . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Euroclear Operator . . . . . . . . . . . . . . . . . . . . . . 35
Euroclear Participants . . . . . . . . . . . . . . . . . . . . 35
Events of Default. . . . . . . . . . . . . . . . . . . . . . . 28
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . .2
Exemption. . . . . . . . . . . . . . . . . . . . . . . . . . . 68
FDIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Federal Tax Counsel. . . . . . . . . . . . . . . . . . . . . . 56
Final Scheduled Distribution Date. . . . . . . . . . . . . . . 17
Final Scheduled Maturity Date. . . . . . . . . . . . . . . . . 10
Financed Vehicles. . . . . . . . . . . . . . . . . . . . . . . .6
FIRREA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Fixed Rate Securities. . . . . . . . . . . . . . . . . . . . . 31
Floating Rate Securities . . . . . . . . . . . . . . . . . . . 31
Foreign person . . . . . . . . . . . . . . . . . . . . . . . . 58
FTC Rule . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Funding Period . . . . . . . . . . . . . . . . . . . . . . . . .4
GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Grantor Trust Certificateholders . . . . . . . . . . . . . . . 63
Grantor Trust Certificates . . . . . . . . . . . . . . . . . . 63
Indenture. . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Indenture Trustee. . . . . . . . . . . . . . . . . . . . . . . .1
Indirect Participants. . . . . . . . . . . . . . . . . . . . . 33
Initial Pool Balance . . . . . . . . . . . . . . . . . . . . . 50
Insolvency Event . . . . . . . . . . . . . . . . . . . . . . . 47
Insolvency Laws. . . . . . . . . . . . . . . . . . . . . . . . 15
Interest Rate. . . . . . . . . . . . . . . . . . . . . . . . . .4
Interest Reset Period. . . . . . . . . . . . . . . . . . . . . 32
Investment Earnings. . . . . . . . . . . . . . . . . . . . . . 42
IRS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
LIBOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Non-Advance Receivables. . . . . . . . . . . . . . . . . . . . 11
Note Distribution Account. . . . . . . . . . . . . . . . . . . 40
Note Owners. . . . . . . . . . . . . . . . . . . . . . . . . . .3
Note Pool Factor . . . . . . . . . . . . . . . . . . . . . . . 24
Noteholders. . . . . . . . . . . . . . . . . . . . . . . . . . 16
Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Obligor. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
OID. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
OID regulations. . . . . . . . . . . . . . . . . . . . . . . . 58
Participants . . . . . . . . . . . . . . . . . . . . . . . . . 26
Payahead Account . . . . . . . . . . . . . . . . . . . . . . . 41
Payahead Balance . . . . . . . . . . . . . . . . . . . . . . . 43
Payaheads. . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Plan Assets Regulation . . . . . . . . . . . . . . . . . . . . 67
Pool Balance . . . . . . . . . . . . . . . . . . . . . . . . . 24
Pooling and Servicing Agreement. . . . . . . . . . . . . . . . .3
Portfolio interest . . . . . . . . . . . . . . . . . . . . . . 58
Pre-Funded Amount. . . . . . . . . . . . . . . . . . . . . . . .7
Pre-Funding Account. . . . . . . . . . . . . . . . . . . . . . .4
Precomputed Receivables. . . . . . . . . . . . . . . . . . . . 22
Prepayments. . . . . . . . . . . . . . . . . . . . . . . . . . 17
Prospectus Supplement. . . . . . . . . . . . . . . . . . . . . .1
Purchase Amount. . . . . . . . . . . . . . . . . . . . . . . . 40
Qualified stated interest. . . . . . . . . . . . . . . . . . . 58
Rating Agencies. . . . . . . . . . . . . . . . . . . . . . . . 18
Receivables. . . . . . . . . . . . . . . . . . . . . . . . . . .6
Receivables Pool . . . . . . . . . . . . . . . . . . . . . . . 20
Registration Statement . . . . . . . . . . . . . . . . . . . . .2
Related Documents. . . . . . . . . . . . . . . . . . . . . . . 29
Relief Act . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Reserve Account. . . . . . . . . . . . . . . . . . . . . . . . 45
Restricted Group . . . . . . . . . . . . . . . . . . . . . . . 69
Revolving Account. . . . . . . . . . . . . . . . . . . . . . . .4
Revolving Period . . . . . . . . . . . . . . . . . . . . . . . .4
Rule of 78's Receivables . . . . . . . . . . . . . . . . . . . 22
Sale and Servicing Agreement . . . . . . . . . . . . . . . . . .7
Schedule of Receivables. . . . . . . . . . . . . . . . . . . . 39
Section 1286 Treasury Regulations. . . . . . . . . . . . . . . 64
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . .2
Security Owners. . . . . . . . . . . . . . . . . . . . . . . . 19
Securityholders. . . . . . . . . . . . . . . . . . . . . . . . 16
Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Senior Certificates. . . . . . . . . . . . . . . . . . . . . . 68
Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Servicer Termination Events. . . . . . . . . . . . . . . . . . 47
Servicing Fee. . . . . . . . . . . . . . . . . . . . . . . . . 44
Servicing Fee Rate . . . . . . . . . . . . . . . . . . . . . . 44
Simple Interest Receivables. . . . . . . . . . . . . . . . . . 22
Specified Reserve Account Balance. . . . . . . . . . . . . . . 10
Spread . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Spread Multiplier. . . . . . . . . . . . . . . . . . . . . . . 32
Strip Certificates . . . . . . . . . . . . . . . . . . . . . . .5
Strip Notes. . . . . . . . . . . . . . . . . . . . . . . . . . .4
Subsequent Transfer Date . . . . . . . . . . . . . . . . . . . 39
Supplemental Servicing Fees. . . . . . . . . . . . . . . . . . 44
Terms and Conditions . . . . . . . . . . . . . . . . . . . . . 35
Transfer and Servicing Agreements. . . . . . . . . . . . . . . 39
Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Trust Accounts . . . . . . . . . . . . . . . . . . . . . . . . 41
Trust Agreement. . . . . . . . . . . . . . . . . . . . . . . . .3
U.S. Person. . . . . . . . . . . . . . . . . . . . . . . . . . 66
UCC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Underwriter. . . . . . . . . . . . . . . . . . . . . . . . . . 14
Underwriting Agreements. . . . . . . . . . . . . . . . . . . . 69
Warehouse Financing. . . . . . . . . . . . . . . . . . . . . . 39
Yield Supplement Account . . . . . . . . . . . . . . . . . . . 41
<PAGE>

ANNEX I

GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

Except in certain limited circumstances, the globally offered
Norwest Bank Minnesota Auto Trust Asset Backed Notes and Asset
Backed Certificates (the "Global Securities") will be available
only in book-entry form. Investors in the Global Securities may
hold such Global Securities through any of The Depository Trust
Company ("DTC"), Cedel or Euroclear. The Global Securities will
be tradeable as home market instruments in both the European and
U.S. domestic markets. Initial settlement and all secondary
trades will settle in same-day funds.

Secondary market trading between investors holding Global
Securities through Cedel and Euroclear will be conducted in the
ordinary way in accordance with their normal rules and operating
procedures and in accordance with conventional eurobond practice
(i.e., seven calendar day settlement).

Secondary market trading between investors holding Global
Securities through DTC will be conducted according to the rules
and procedures applicable to U.S. corporate debt obligations.

Secondary cross-market trading between Cedel or Euroclear and
DTC Participants holding Securities will be effected on a
delivery-against-payment basis through the respective
Depositaries of Cedel and Euroclear (in such capacity) and as DTC
Participants.

Non-U.S. holders (as described below) of Global Securities
will be subject to U.S. withholding taxes unless such holders
meet certain requirements and deliver appropriate U.S. tax
documents to the securities clearing organizations or their
participants.

Initial Settlement

All Global Securities will be held in book-entry form by DTC
in the name of Cede & Co. as nominee of DTC. Investors' interests
in the Global Securities will be represented through financial
institutions acting on their behalf as direct and indirect
Participants in DTC. As a result, Cedel and Euroclear will hold
positions on behalf of their participants through their
respective Depositaries, which in turn will hold such positions
in accounts as DTC Participants.

Investors electing to hold their Global Securities through DTC
will follow the settlement practices applicable to U.S. corporate
debt obligations. Investor securities custody accounts will be
credited with their holdings against payment in same-day funds on
the settlement date.

Investors electing to hold their Global Securities through
Cedel or Euroclear accounts will follow the settlement procedures
applicable to conventional eurobonds, except that there will be
no temporary global security and no "lock-up" or restricted
period. Global Securities will be credited to the securities
custody accounts on the settlement date against payment in same-
day funds.

Secondary Market Trading

Since the purchaser determines the place of delivery, it is
important to establish at the time of the trade where both the
purchaser's and seller's accounts are located to ensure that
settlement can be made on the desired value date.

Trading between DTC Participants. Secondary market trading
between DTC Participants will be settled using the procedures
applicable to U.S. corporate debt obligations in same-day funds.

Trading between Cedel and/or Euroclear Participants. Secondary
market trading between Cedel Participants or Euroclear
Participants will be settled using the procedures applicable to
conventional eurobonds in same-day funds.

Trading between DTC seller and Cedel or Euroclear purchaser.
When Global Securities are to be transferred from the account of
a DTC Participant to the account of a Cedel Participant or a
Euroclear Participant, the purchaser will send instructions to
Cedel or Euroclear through a Cedel Participant or Euroclear
Participant at least one business day prior to settlement. Cedel
or Euroclear will instruct the respective Depositary, as the case
may be, to receive the Global Securities against payment. Payment
will include interest accrued on the Global Securities from and
including the last coupon payment date to and excluding the
settlement date. Payment will then be made by the respective
Depositary to the DTC Participant's account against delivery of
the Global Securities. After settlement has been completed, the
Global Securities will be credited to the respective clearing
system and by the clearing system, in accordance with its usual
procedures, to the Cedel Participant's or Euroclear Participant's
account. The Global Securities credit will appear the next day
(European time) and the cash debit will be back-valued to, and
the interest on the Global Securities will accrue from, the value
date (which would be the preceding day when settlement occurred
in New York). If settlement is not completed on the intended
value date (i.e., the trade fails), the Cedel or Euroclear cash
debit will be valued instead as of the actual settlement date.

Cedel Participants and Euroclear Participants will need to
make available to the respective clearing systems the funds
necessary to process same-day funds settlement. The most direct
means of doing so is to pre-position funds for settlement, either
from cash on hand or existing lines of credit, as they would for
any settlement occurring within Cedel or Euroclear. Under this
approach, they may take on credit exposure to Cedel or Euroclear
until the Global Securities are credited to their accounts one
day later.

As an alternative, if Cedel or Euroclear has extended a line
of credit to them, Cedel Participants or Euroclear Participants
can elect not to pre-position funds and allow that credit line to
be drawn upon the finance settlement. Under this procedure, Cedel
Participants or Euroclear Participants purchasing Global
Securities would incur overdraft charges for one day, assuming
they cleared the overdraft when the Global Securities were
credited to their accounts. However, interest on the Global
Securities would accrue from the value date. Therefore, in many
cases the investment income on the Global Securities earned
during that one-day period may substantially reduce or offset the
amount of such overdraft charges, although this result will
depend on each Cedel Participant's or Euroclear Participant's
particular cost of funds.

Since the settlement is taking place during New York business
hours, DTC Participants can employ their usual procedures for
sending Global Securities to the respective Depositary for the
benefit of Cedel Participants or Euroclear Participants. The sale
proceeds will be available to the DTC seller on the settlement
date. Thus, to the DTC Participant a cross-market transaction
will settle no differently than a trade between two DTC
Participants.

Trading between Cedel or Euroclear seller and DTC purchaser.
Due to time zone differences in their favor, Cedel Participants
and Euroclear Participants may employ their customary procedures
for transactions in which Global Securities are to be transferred
by the respective clearing system, through the respective
Depositary, to a DTC Participant. The seller will send
instructions to Cedel or Euroclear through a Cedel Participant or
Euroclear Participant at least one business day prior to
settlement. In these cases, Cedel or Euroclear will instruct the
respective Depositary, as appropriate, to deliver the Global
Securities to the DTC Participant's account against payment.
Payment will include interest accrued on the Global Securities
from and including the last coupon payment date to and excluding
the settlement date. The payment will then be reflected in the
account of the Cedel Participant or Euroclear Participant the
following day, and receipt of the cash proceeds in the Cedel
Participant's or Euroclear Participant's account would be back-
valued to the value date (which would be the preceding day, when
settlement occurred in New York). Should the Cedel Participant or
Euroclear Participant have a line of credit with its respective
clearing system and elect to be in debit in anticipation of
receipt of the sale proceeds in its account, the back-valuation
will extinguish any overdraft charges incurred over that one-day
period. If settlement is not completed on the intended value date
(i.e., the trade fails), receipt of the cash proceeds in the
Cedel Participant's or Euroclear Participant's account would
instead be valued as of the actual settlement date. Finally, day
traders that use Cedel or Euroclear and that purchase Global
Securities from DTC Participants for delivery to Cedel
Participants or Euroclear Participants should note that these
trades would automatically fail on the sale side unless
affirmative action were taken. At least three techniques should
be readily available to eliminate this potential problem:

(a) borrowing through Cedel or Euroclear for one day (until
the purchase side of the day trade is reflected in their Cedel
or Euroclear accounts) in accordance with the clearing
system's customary procedures;

(b) borrowing the Global Securities in the U.S. from a DTC
Participant no later than one day prior to settlement, which
would give the Global Securities sufficient time to be
reflected in their Cedel or Euroclear account in order to
settle the sale side of the trade; or

(c) staggering the value dates for the buy and sell sides
of the trade so that the value date for the purchase from the
DTC Participant is at least one day prior to the value date
for the sale to the Cedel Participant or Euroclear
Participant.

Certain U.S. Federal Income Tax Documentation Requirements

A beneficial owner of Global Securities holding securities
through Cedel or Euroclear (or through DTC if the holder has an
address outside the U.S.) will be subject to the 30% U.S.
withholding tax that generally applies to payments of interest
(including original issue discount) on registered debt issued by
U.S. Persons, unless (i) each clearing system, bank or other
financial institution that holds customers' securities in the
ordinary course of its trade or business in the chain of
intermediaries between such beneficial owner and the U.S. entity
required to withhold tax complies with applicable certification
requirements and (ii) such beneficial owner takes one of the
following steps to obtain an exemption or reduced tax rate:

Exemption for non-U.S. Persons (Form W-8). Beneficial owners
of Securities that are non-U.S. Persons can obtain a complete
exemption from the withholding tax by filing a signed Form W-8
(Certificate of Foreign Status). If the information shown on Form
W-8 changes, a new Form W-8 must be filed within 30 days of such
change.

Exemption for non-U.S. Persons with effectively connected
income (Form 4224). A non-U.S. Person, including a non-U.S.
corporation or bank with a U.S. branch, for which the interest
income is effectively connected with its conduct of a trade or
business in the United States, can obtain an exemption from the
withholding tax by filing Form 4224 (Exemption from Withholding
of Tax on Income Effectively Connected with the Conduct of a
Trade or Business in the United States).

Exemption or reduced rate for non-U.S. Persons resident in
treaty countries (Form 1001). Non-U.S. Persons that are Security
Owners residing in a country that has a tax treaty with the
United States can obtain an exemption or reduced tax rate
(depending on the treaty terms) by filing Form 1001 (Ownership,
Exemption or Reduced Rate Certificate). If the treaty provides
only for a reduced rate, withholding tax will be imposed at that
rate unless the filer alternatively files Form W-8. Form 1001 may
be filed by the Security Owner or his agent.

Exemption for U.S. Persons (Form W-9). U.S. Persons can obtain
a complete exemption from the withholding tax by filing Form W-9
(Request for Taxpayer Identification Number and Certification).

U.S. Federal Income Tax Reporting Procedure. The Security
Owner of a Global Security or in the case of a Form 1001 or a
Form 4224 filer, his agent, files by submitting the appropriate
form to the person through whom it holds (the clearing agency, in
the case of persons holding directly on the books of the clearing
agency). Form W-8 and Form 1001 are effective for three calendar
years and Form 4224 is effective for one calendar year.

The term "U.S. Person" means (i) a citizen or resident of the
United States, (ii) a corporation or partnership organized in or
under the laws of the United States or any political subdivision
thereof or (iii) an estate or trust the income of which is
includible in gross income for United States tax purposes,
regardless of its source. This summary does not deal with all
aspects of U.S. Federal income tax withholding that may be
relevant to foreign holders of the Global Securities. Investors
are advised to consult their own tax advisers for specific tax
advice concerning their holding and disposing of the Global
Securities.
<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is an itemized list of the estimated expenses to be
incurred in connection with the offering of the securities being
offered hereunder other than underwriting discounts and
commissions.

Registration Fee. . . . . . . . . . . . . . . . . $________
"Blue Sky" Registration Fees. . . . . . . . . . . ________
Printing and Engraving Expenses . . . . . . . . . ________
Trustee Fees and Expenses . . . . . . . . . . . . ________
Legal Fees and Expenses . . . . . . . . . . . . . ________
Accountants' Fees and Expenses. . . . . . . . . . ________
Rating Agencies' Fees . . . . . . . . . . . . . . ________
Miscellaneous . . . . . . . . . . . . . . . . . . ________

Total . . . . . . . . . . . . . .$
==========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of Delaware provides
as follows:

145. Indemnification of officers, directors, employees
and agents; insurance

(a) A corporation may indemnify any person who
was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right
of the corporation) by reason of the fact that he is or
was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in
good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his
conduct was unlawful.

(b) A corporation may indemnify any person who
was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit
by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed
to the best interests of the corporation and except
that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation
unless and only to the extent that the Court of
Chancery or the court in which such action or suit was
brought shall determine upon application that, despite
the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall
deem proper.

(c) To the extent that a director, officer,
employee or agent of a corporation has been successful
on the merits or otherwise in defense of any action,
suit or proceeding referred to in subsections (a) and
(b) of this section, or in defense of any claim, issue
or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

(d) Any indemnification under subsections (a) and
(b) of this section (unless ordered by a court) shall
be made by the corporation only as authorized in the
specific case upon a determination that indemnification
of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable
standard of conduct set forth in subsections (a) and
(b) of this section. Such determination shall be made
(1) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such
directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (3)
by the stockholders.

(e) Expenses (including attorneys' fees) incurred
by an officer or director in defending a civil,
criminal, administrative or investigative action, suit
or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount
if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any,
as the board of directors deems appropriate.

(f) The indemnification and advancement of
expenses provided by, or granted pursuant to, the other
subsections of this section shall not be deemed
exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to
action in another capacity while holding such office.

(g) A corporation shall have power to purchase
and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture,
trust or other enterprise against any liability
asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether
or not the corporation would have the power to
indemnify him against such liability under this
section.

(h) For purposes of this section, references to
"the corporation" shall include, in addition to the
resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate
existence had continued, would have had power and
authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a
director, officer, employee or agent of such
constituent corporation, or is or was serving at the
request of such constituent corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section
with respect to the resulting or surviving corporation
as he would have with respect to such constituent
corporation if its separate existence had continued.

(i) For purposes of this section, references to
"other enterprises" shall include employee benefit
plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request
of the corporation" shall include any service as a
director, officer, employee, or agent of the
corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent
with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to
be in the interest of the participants and
beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the
best interests of the corporation" as referred to in
this section.

(j) The indemnification and advancement of
expenses provided by, or granted pursuant to, this
section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and
administrators of such a person.

(k) The Court of Chancery is hereby vested with
exclusive jurisdiction to hear and determine all
actions for advancement of expenses or indemnification
brought under this section or under any bylaw,
agreement, vote of stockholders or disinterested
directors, or otherwise. The Court of Chancery may
summarily determine a corporation's obligation to
advance expenses (including attorneys' fees).

Article XI of the By-Laws of Norwest Auto Receivables Corporation
(referred to as the "Company" therein) provides as follows:

Section 1. Coverage. Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any action,
suit or proceeding, whether civil, criminal, administrative or
investigative ("proceeding"), by reason of the fact that he or she is
or was a director, officer or agent of the Company (which term shall include
any predecessor corporation of the Company) or is or was serving
at the request of the Company as a director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plan
("indemnitee"), whether the basis of such proceeding is alleged action in
an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Company to the fullest
extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Company to
provide broader indemnification rights than said law permitted the Company to
provide prior to such amendment), against all expenses, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith and such indemnification shall continue as
to an indemnitee who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the indemnitee's heirs, executors and
administrators; provided, however, that, except as provided in Section 2 of
this Article XI with respect to proceedings to enforce rights to
indemnification, the Company shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by the Board of
Directors. The right to indemnification conferred in this Article XI shall
be a contract right and shall include the right to be paid by the Company the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in
his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made in advance of
the final disposition of a proceeding only upon delivery to the Company of an
undertaking, by or on behalf of such indemnitee, to repay all amounts so
advanced if it ultimately be determined by final judicial decision from which
there is no further right to appeal that such indemnitee is not entitled to
be indemnified for such expenses under this Article XI or otherwise.
Expenses incurred by agents in defending in any action, suit or proceeding,
whether civil, criminal, administrative or investigative may be paid by the
Company upon such terms and conditions, if any, as the Board of Directors
deems appropriate.

Section 2. Claims. If a claim under Section 1 of this Article XI is not
paid in full by the Company within sixty (60) days after a written claim has
been received by the Company, except in the case of a claim for expenses
incurred in defending a proceeding in advance of its final disposition, in
which case the applicable period shall be thirty (30) days, the indemnitee
may at any time thereafter bring suit against the Company to recover the
unpaid amount of the claim. If successful in whole or in part in any such
suit or in a suit brought by the Company to recover payments by the Company
or expenses incurred by an indemnitee in defending in his or her capacity as
a director or officer, a proceeding in advance of its final disposition, the
indemnitee shall be entitled to be paid also for the expense of prosecuting
or defending such claim. In any action brought by the indemnitee to enforce
a right to indemnification hereunder (other than an action brought to enforce
a claim for expenses incurred in defending any proceeding in advance of its
final disposition where the required undertaking, if any, has been tendered
to the Company) or by the Company to recover payments by the Company of
expenses incurred by an indemnitee in defending, in his or her capacity as a
director or officer, a proceeding in advance of its final disposition, the
burden of proving that the indemnitee is not entitled to be indemnified under
this Article XI or otherwise shall be on the Company. Neither the failure of
the Company (including the Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the commencement of
such action that indemnification of the indemnitee is proper in the
circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Company (including the Board of Directors, independent
legal counsel or its stockholders) that the indemnitee has not met such
applicable standard of conduct, shall be a presumption that the indemnitee
has not met the applicable standard of conduct, or in the case of such an
action brought by the indemnitee, be a defense to the action.

Section 3. Rights Not Exclusive. The rights conferred on any person by
Sections 1 and 2 of this Article XI shall not be exclusive of any other right
which such person may have or hereafter acquire under any statute, the
Certificate of Incorporation of the Company, these By-laws, any agreement, a
vote of stockholders or disinterested directors or otherwise.

Section 4. Employees. Persons who are not included as indemnitees
under Section 1 of this Article XI but are employees of the Company or any
subsidiary may be indemnified to the extent authorized at any time or from
time to time by the Board of Directors.

<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS

(a) All financial statements, schedules and historical
financial information have been omitted as they are not
applicable.

1.1 Form of Underwriting Agreement.**<F2>
3.1 Certificate of Incorporation of Norwest Auto
Receivables Corporation.**<F2>
3.2 By-Laws of Norwest Auto Receivables Corporation.**<F2>
3.3 Form of Certificate of Trust for Norwest Auto Trusts
(included in Exhibit 4.2).**<F2>
4.1 Form of Indenture between the Trust and the Indenture
Trustee (including forms of Notes).**<F2>
4.2 Form of Trust Agreement between the Registrant and the
Trustee (including forms of Certificates).**<F2>
4.3 Form of Pooling and Servicing Agreement, among the
Registrant, the Servicer and the Trustee (including
forms of Certificates).**<F2>
4.4 Form of Prospectus Supplement (for Trusts that do not
issue Notes).*<F1>
4.5 Form of Prospectus Supplement (for Trusts that do issue
Notes).*<F1>
5.1 Opinion of Mayer, Brown & Platt with respect to
legality.**<F2>
8.1 Opinion of Mayer, Brown & Platt with respect to federal
tax matters.**<F2>
23.1 Consent of Mayer, Brown & Platt (included in its
opinions filed as Exhibits 5.1 and 8.1).**<F2>
24.1 Powers of Attorney (included in the signature page
hereto).*<F1>
25.1 Form of T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of ____________________.**<F2>
99.1 Form of Sale and Servicing Agreement among the
Registrant, the Servicer and the Trust.**<F2>
99.2 Form of Administration Agreement among the Seller, the
Servicer and the Indenture Trustee.**<F2>

_____________________________
<F1> * Filed herewith. </F1>
<F2> ** To be filed by amendment. </F2>

<PAGE>
ITEM 17. UNDERTAKINGS

(a) As to Rule 415:

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or
sales are being made of the securities registered hereby, a post-
effective amendment to this registration statement:

(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");

(ii) to reflect in the prospectus any facts or events
arising after the effective date of this registration
statement (or the most recent post-effective amendment
hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
registration statement; and

(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in this registration statement or any material change to
such information in this registration statement;

provided, however, that the understandings set forth in clauses
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those clauses is
contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended, that are incorporated by reference in this
registration statement.

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, as amended, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

(4) For purposes of determining any liability under
the Securities Act, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared
effective.

(b) As to documents subsequently filed that are
incorporated by reference:

The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, as amended, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, as amended, that is incorporated by
reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes to provide to
the underwriter at the closing specified in the underwriting
agreements, certificates in such denominations and registered in
such names as required by the underwriter to permit prompt
delivery to each purchaser.

(d) As to indemnification:

Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933,
as amended, and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in such Securities Act of
1933, as amended, and will be governed by the final adjudication
of such issue.

(e) As to qualification of Trust Indentures under Trust
Indenture Act of 1939 for delayed offerings:

The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the
trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Act.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Minneapolis, State of Minnesota, on the 10th day of July, 1996.

By: /s/ William H. Queenan
-----------------------
William H. Queenan
President

KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints John T. Thornton and
Stanley S. Stroup, and either of them, such person's true and
lawful attorneys-in-fact and agents, with full power of
substitution and revocation, for such person and in such person's
name, place and stead, in any and all capacities to sign any and
all amendments (including post-effective amendments to this
Registration Statement) and to file the same with all exhibits
thereto, and the other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and things requisite and
necessary to be done, as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

<PAGE>
Signature Title Date
- --------- ------ -----

/s/ William H. Queenan President July 10, 1996
- ---------------------- (principal executive
William H. Queenan officer) and
Director

/s/ John T. Thornton Treasurer July 10, 1996
- -------------------- (principal financial
John T. Thornton and accounting
officer) and
Director

<PAGE>
EXHIBIT INDEX
--------------

Exhibit Sequential
No. Description of Exhibit Page Number
- -------- ----------------------- -----------

1.1 Form of Underwriting Agreement.**<F2>
3.1 Certificate of Incorporation of Norwest Auto
Receivables Corporation.**<F2>
3.2 By-Laws of Norwest Auto Receivables
Corporation.**<F2>
3.3 Form of Certificate of Trust for Norwest Bank
Minnesota Auto Trusts (included in
Exhibit 4.2).**<F2>
4.1 Form of Indenture between the Trust and the
Indenture Trustee (including forms of
Notes).**<F2>
4.2 Form of Trust Agreement between the Registrant
and the Trustee (including forms of
Certificates).**<F2>
4.3 Form of Pooling and Servicing Agreement, among
the Registrant, the Servicer and the Trustee
(including forms of Certificates).**<F2>
4.4 Form of Prospectus Supplement (for Trusts that
do not issue Notes).*<F1>
4.5 Form of Prospectus Supplement (for Trusts that
do issue Notes).*<F1>
5.1 Opinion of Mayer, Brown & Platt with respect to
legality.**<F2>
8.1 Opinion of Mayer, Brown & Platt with respect to
federal tax matters**<F2>
23.1 Consent of Mayer, Brown & Platt (included in its
opinions filed as Exhibits 5.1 and 8.1).**<F2>
24.1 Powers of Attorney (included in the signature
page hereto).*<F1>
25.1 Form of T-1 Statement of Eligibility under the
Trust Indenture Act of 1939 of
_____________________.**<F2>
99.1 Form of Sale and Servicing Agreement among the
Registrant, the Servicer and the Trust.**<F2>
99.2 Form of Administration Agreement among the
Seller, the Servicer and the Indenture
Trustee**<F2>

_____________
<F1> * Filed herewith. </F1>
<F2> ** To be filed by amendment. </F2>

SUBJECT TO COMPLETION, DATED __________, 199_ Exhibit 4.4
[Grantor Trust Supplement]
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated __________, 199_)

[$______________]

Norwest Auto Trust 199_ - _
$______________ Class ____% Asset Backed Certificates, Class A
$______________ Class ____% Asset Backed Certificates, Class B

Norwest Auto Receivables Corporation
Seller

Norwest Bank Minnesota, N.A.
Servicer

The Norwest Auto Trust 199__-__ (the "Trust") will be formed pursuant
to a Pooling and Servicing Agreement, to be dated as of _________, 199__,
among Norwest Auto Receivables Corporation, as seller (the "Seller"),
Norwest Bank Minnesota, N.A., in its capacity as servicer (in such
capacity, the "Servicer"), and ___________, as Trustee. The Trust will
issue $_________ aggregate principal amount of ____% Asset Backed
Certificates, Class A (the "Class A Certificates"), and $________ aggregate
principal amount of ____% Asset Backed Certificates, Class B (the "Class B
Certificates" and, together with the Class A Certificates, the
"Certificates"). The Class A Certificates will evidence in the aggregate
an approximate ___% undivided ownership in the Trust and the Class B
Certificates will evidence in the aggregate an approximate ___% undivided
ownership interest in the Trust. The rights of the Class B
Certificateholders to receive distributions with respect to the Receivables
are subordinated to the rights of the Class A Certificateholders to the
extent described herein. The Trust property will include a pool of motor
vehicle promissory notes and security agreements and/or retail installment
sale contracts secured by new or used automobiles and light duty trucks
(collectively, the "Receivables"), certain monies received thereunder after
_________, 199__, security interests in the motor vehicles financed thereby,
certain rights under Dealer Agreements, certain Eligible Deposit Accounts in
which collections are held, any proceeds from claims on certain insurance
policies and the proceeds of the foregoing. Certain capitalized terms used
in this Prospectus Supplement are defined in this Prospectus Supplement on
the pages indicated in the "Index of Terms" on page ___ of this Prospectus
Supplement or, to the extent not defined herein, have the meanings assigned
to such terms in the Prospectus.
(continued on following page)
___________________________

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.

Prospective investors should consider "Risk Factors" set forth at
page S-__ herein and at page ___ in the accompanying
Prospectus (the "Prospectus").

THE CERTIFICATES REPRESENT BENEFICIAL INTERESTS IN THE TRUST ONLY AND DO NOT
REPRESENT OBLIGATIONS OF OR INTERESTS IN THE NORWEST AUTO RECEIVABLES
CORPORATION, NORWEST BANK MINNESOTA, N.A., ANY OTHER NORWEST BANK,
NORWEST CORPORATION OR ANY OF THEIR AFFILIATES. NEITHER THE
CERTIFICATES NOR THE RECEIVABLES ARE INSURED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY NORWEST
AUTO RECEIVABLES CORPORATION, NORWEST BANK MINNESOTA,
N.A., ANY OTHER NORWEST BANK, NORWEST INVESTMENT
SERVICES, INC., NORWEST CORPORATION OR ANY OF
THEIR AFFILIATES.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________________________

Underwriting
Price to Discounts and Proceeds to
Public(1) Commissions the Seller(1)(2)

<S> <C> <C> <C>
Per Class A Certificate % % %

Per Class B Certificate % % %

Total $__________ $__________ $__________
__________________________
<FN>
(1) Plus accrued interest, if any, from _______, 199__.
(2) Before deducting expenses, estimated to be $_________.
</TABLE>

The Certificates are offered by the Underwriters when, as and if
issued and accepted by the Underwriters and subject to their right to reject
orders in whole or in part. It is expected that delivery of the Certificates
will be made in book-entry form through the Same Day Funds Settlement System
of The Depository Trust Company, or through Cedel Bank, societe anonyme or
the Euroclear System, on or about _______, 199__.

After the initial distribution of the Certificates by the
Underwriters, the Prospectus and this Prospectus Supplement may be used by
Norwest Investment Services, Inc., an affiliate of the Seller, in
connection with market making transactions in the Certificates. Norwest
Investment Services, Inc. may act as principal or agent in such
transactions. Such sales will be made at prices related to prevailing
market prices at the time of sale. Certain information in this Prospectus
Supplement will be updated from time to time as described in "Incorporation
of Certain Documents by Reference."

____________, 199__.

Principal and interest to the extent of the Class A Certificate Rate
or Class B Certificate Rate, as appropriate, generally will be distributed
on the [15th] day of each month (the "Distribution Date") commencing
________, 199__. The Final Scheduled Distribution Date on the Certificates
will be in ____________, 199__ (the "Final Scheduled Distribution Date").

THIS PROSPECTUS SUPPLEMENT DOES NOT CONTAIN COMPLETE INFORMATION
ABOUT THE OFFERING OF THE CERTIFICATES. ADDITIONAL INFORMATION IS CONTAINED
IN THE PROSPECTUS, AND PROSPECTIVE INVESTORS ARE URGED TO READ BOTH THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS IN FULL. SALES OF THE CERTIFICATES
MAY NOT BE CONSUMMATED UNLESS THE PURCHASER HAS RECEIVED BOTH THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE
CERTIFICATES AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.

There is currently no secondary market for the Certificates offered
hereby and there is no assurance that one will develop. Each Underwriter
expects, but it is not obligated, to make a market in the Certificates.
There can be no assurance that a secondary market will develop, or that it
will provide Certificateholders with liquidity of investment or that it
will continue for the life of the Certificates offered hereby.

REPORTS TO CERTIFICATEHOLDERS

Unless and until Definitive Certificates are issued, monthly and
annual unaudited reports containing information concerning the Receivables
will be prepared by the Servicer and sent on behalf of the Trust only to
Cede & Co., as nominee of the Depository Trust Company and registered
holder of the Certificates. See "Certain Information Regarding the
Securities--Book--Entry Registration" and "--Reports to Securityholders" in
the accompanying Prospectus. Such reports will not constitute financial
statements prepared in accordance with generally accepted accounting
principles. The Seller, as originator of the Trust, will file with the
Securities and Exchange Commission (the "Commission") such periodic reports
as are required under the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission thereunder.

SUMMARY OF TERMS

The following summary is qualified in its entirety by reference to the
detailed information appearing elsewhere in this Prospectus Supplement and
in the Prospectus. Certain capitalized terms used herein are defined
elsewhere in this Prospectus Supplement on the pages indicated in the
"Index of Terms" or, to the extent not defined herein, have the meanings
assigned to such terms in the Prospectus.

Issuer................. Norwest Auto Trust 199_-_ (the "Trust" or the
"Issuer"), a trust established pursuant to a
Pooling and Servicing Agreement, to be dated
as of ______, 199__ (as amended and
supplemented from time to time, the
"Agreement"), among the Seller, the Servicer
and the Trustee.

Seller................. Norwest Auto Receivables Corporation, a
_____________ corporation (the "Seller").
See "The Seller."

Servicer............... Norwest Bank Minnesota, N.A., a national
banking association (the "Bank" or in its
capacity as servicer, the "Servicer").

Trustee................ _________________________, a ____________
banking corporation, as trustee under the
Agreement (the "Trustee"). The principal
offices of the Trustee are located in
_______________.

The Certificates....... The Trust will issue Asset Backed Certificates
pursuant to the Agreement in an aggregate
initial principal amount of $_______. The
Certificates represent fractional undivided
interests in the Trust.

The Certificates will consist of $_____
aggregate principal amount of ____% Asset
Backed Certificates, Class A (the "Class A
Certificates"), and $_____ aggregate
principal amount of ____% Asset Backed
Certificates, Class B (the "Class B
Certificates"). The Trust assets will include
a pool of motor vehicle promissory notes and
security agreements and/or retail installment
sale contracts secured by new or used automobiles
or light duty trucks (collectively, the
"Receivables"), all monies received thereunder
on and after __________, 199__ (the "Cutoff
Date"), security interests in the vehicles
financed thereby (the "Financed Vehicles"),
certain rights under Dealer Agreements,
certain Eligible Deposit Accounts in which
collections are held, any proceeds from claims
on certain insurance policies and the proceeds
of the foregoing. The Certificates will be
issued in fully registered form in denominations
of $1,000 and integral multiples thereof.

The Class A Certificates will evidence in the
aggregate an approximate ___% undivided
ownership interest (the "Class A Percentage")
in the Trust, and the Class B Certificates
will evidence in the aggregate an approximate
_____% undivided ownership interest (the
"Class B Percentage") in the Trust. The Class
B Certificates are subordinated to the Class
A Certificates to the extent described
herein.

The Receivables........ On __________, 199__ (the "Closing Date"),
pursuant to the Agreement, the Trust will
purchase from the Seller Receivables having
an aggregate principal balance of
approximately $______________ as of the
Cutoff Date.

The Receivables will generally consist of motor
vehicle promissory notes and security
agreements executed by an Obligor in favor of
an Originator ("Direct Loans") and/or motor
vehicle retail installment sale contracts
(together with Direct Loans, "Motor Vehicle
Loans") between an Obligor and a Dealer.
Receivables that are to be included in any
Receivables Pool will be transferred by an
Affiliate to the Seller for purposes of sale
to the applicable Trust. Receivables
constituting approximately ___% of the
aggregate principal balance of Receivables as
of the Cutoff Date (the "Acquired Receivables")
were acquired by the Affiliates through
acquisitions.

All of the Receivables provide for the
allocation of payments to principal and
interest in accordance with the "simple
interest" method. The Receivables have been
selected from the Motor Vehicle Loans owned
by the Affiliates based on the criteria
specified in the Agreement and described herein
and in the Prospectus. No Receivable has or will
have a scheduled maturity that, after giving
prospective effect to any permitted
extensions or deferrals, would be later than
_________, 199__ (the "Final Scheduled
Maturity Date"). As of the Cutoff Date, the
weighted average annual percentage rate of
the Receivables was approximately ______% per
annum, the weighted average remaining term to
maturity of the Receivables was approximately
_____ months and the weighted average
original term to maturity of the Receivables
was approximately _____ months. As of the
Cutoff Date, approximately _____% of the
aggregate principal balance of the
Receivables represented financing of new
vehicles and the remainder represented
financing of used vehicles.

The "Pool Balance" means, at any time, the sum
of the outstanding Principal Balances of the
Receivables. The "Principal Balance" for any
Receivable, at any time, means the principal
balance of such Receivable at the end of the
preceding Collection Period, after giving
effect to all payments received from Obligors
and Purchase Amounts to be remitted by the
Servicer or the Seller, as the case may be,
for such Collection Period and all losses
realized on Receivables liquidated during
such Collection Period.

Terms of the Certificates

A. Distribution Dates Distributions with respect to the Certificates
will be made on the 15th day of each month
or, if any such day is not a Business Day, on
the next succeeding Business Day (each, a
"Distribution Date"), commencing __________,
199__. Distributions will be made to
Certificateholders of record as of the last
day of the Collection Period immediately
preceding the applicable Distribution Date
(each, a "Record Date"). A "Business Day" is
a day that is not a Saturday or a Sunday and
that in New York City and in the city in
which the corporate trust office of the
Trustee is located is neither a legal holiday
nor a day on which banking institutions are
authorized by law, regulation or executive
order to be closed. "Collection Period" means
(a) the period from (but not including) the
Cutoff Date to and including __________,
199__ and (b) thereafter, each calendar month
during the term of the Agreement.

B. Class A Certificate Rate ____% per annum (the "Class A Certificate Rate").

C. Class B Certificate Rate ____% per annum (the "Class B Certificate Rate").

D. Interest.......... On each Distribution Date, interest at the
Class A Certificate Rate on the Class A
Certificate Balance and interest at the Class
B Certificate Rate on the Class B Certificate
Balance, in each case as of the immediately
preceding Distribution Date (after giving
effect to all payments of principal made on
such preceding Distribution Date) will be
paid to the holders of record of the Class A
Certificates ("Class A Certificateholders")
and the holders of record of the Class B
Certificates ("Class B Certificateholders";
the Class A Certificateholders and the Class
B Certificateholders are collectively
referred to herein as the "Certificateholders")
as of the Record Date to the extent that
sufficient funds are on deposit for such
Distribution Date in the Collection Account
or available in the Reserve Account to make
such distribution. See "Description of the
Certificates--Distributions" and "--Accounts"
herein. The rights of Class B
Certificateholders to receive payments of
interest will be subordinated to the rights
of the Class A Certificateholders to receive
payments of interest to the extent described
herein. Interest in respect of a Distribution
Date will accrue from the preceding
Distribution Date (or, for the first
Distribution Date, from ______, 199__) to and
including such Distribution Date.

E. Principal......... On each Distribution Date, all payments of
principal on the Receivables received by the
Servicer during the preceding Collection
Period, as described more fully herein, plus
an amount equal to the aggregate principal
balance of any Receivables which became
Defaulted Receivables during the preceding
Collection Period, will be distributed by the
Trustee pro rata to the Class A
Certificateholders and to the Class B
Certificateholders of record on the preceding
Record Date, to the extent that sufficient
funds are on deposit in the Collection
Account or available in the Reserve Account
to make such distribution. See "Description
of the Certificates--Distributions" and
"--Accounts." The rights of the Class B
Certificateholders to receive payments of
principal will be subordinated to the rights
of the Class A Certificateholders to receive
payments of interest and principal to the
extent described herein. The "Class A
Certificate Balance" and "Class B Certificate
Balance" will initially equal $________ and
$_________, respectively, and, in each case,
will thereafter equal the initial Class A
Certificate Balance or the initial Class B
Certificate Balance, as the case may be,
reduced by all principal distributions on the
Class A Certificates and the Class B
Certificates, respectively.

F. Optional Prepayment If the Pool Balance as of the last day of a
Collection Period has declined to 5% or less
of the Original Pool Balance, the Seller or
Servicer may purchase all remaining Trust
Property on any Distribution Date occurring in
a subsequent Collection Period at a purchase
price equal to the aggregate of the Purchase
Amounts of the remaining Receivables (other
than Defaulted Receivables), which would result
in a prepayment of the Certificates. The
"Original Pool Balance" will equal the Pool
Balance as of the Cutoff Date. See
"Description of the Certificates--Optional
Prepayment."

Subordination of Class B
Certificates........... Distributions of interest and principal on the
Class B Certificates will be subordinated in
priority of payment to interest and principal
due on the Class A Certificates to the extent
described herein. The Class B
Certificateholders will not receive any
distributions of interest with respect to a
Collection Period until the full amount of
interest on the Class A Certificates relating
to such Collection Period has been deposited
in the Class A Distribution Account. The
Class B Certificateholders will not receive
any distributions of principal with respect
to such Collection Period until the full
amount of interest on and principal of the
Class A Certificates relating to such
Collection Period has been deposited in the
Class A Distribution Account. See "Risk
Factors--Subordination" and "--Limited Assets" in
the Prospectus.

Advances............... On or prior to the Business Day preceding each
Distribution Date (the "Deposit Date"), the
Servicer will advance (an "Advance") in an
amount equal to the lesser of (a) the excess,
if any, of the amount of interest that would
be expected to be received on the Receivables
(other than Non-Advance Receivables) during
the related Collection Period over the actual
interest collected by the Servicer during
such Collection Period minus unreimbursed
prior Advances and (b) the amount (if any) by
which the sum of any unpaid Servicing Fees
for the related Collection Period and prior
Collection Periods and the amount of interest
distributable to the Certificateholders on
the following Distribution Date exceeds the
actual interest collected by the Servicer
during the related Collection Period minus
unreimbursed prior Advances, subject to
certain limitations described below. The
Servicer will be entitled to be reimbursed
for outstanding Advances on the Distribution
Date in the following month to the extent of
interest collections for such Distribution
Date and, to the extent such collections are
insufficient, to the extent of funds in the
Reserve Account. The Servicer will be
obligated to make such an Advance except to
the extent that the Servicer reasonably
determines that the Advance is unlikely to be
recoverable from the following month's
collections of interest and the funds in the
Reserve Account. See "Description of the
Certificates - Advances."

Reserve Account........ A reserve account (the "Reserve Account") will
be created with an initial deposit by the
Seller of cash or certain investments having
a value of at least $________ (the "Reserve
Account Initial Deposit"). In addition, on
each Distribution Date, any amounts on
deposit in the Collection Account with
respect to the preceding Collection Period
after payments to the Certificateholders and
the Servicer have been made will be deposited
into the Reserve Account until the amount on
deposit in the Reserve Account is equal to
the Specified Reserve Account Balance.

On or prior to each Deposit Date, the Trustee
will withdraw funds from the Reserve Account,
to the extent of the funds therein (exclusive
of investment earnings), (a) to the extent
required to reimburse the Servicer for
Outstanding Advances and (b) to the extent
(i) the sum of the amounts required to be
distributed to Certificateholders and the
Servicer on the related Distribution Date
exceeds (ii) the amount on deposit in the
Collection Account with respect to the
preceding Collection Period (net of
investment income). If the amount on deposit
in the Reserve Account is reduced to zero,
Certificateholders will bear the credit and
other risks associated with ownership of the
Receivables, including the risk that the
Trust may not have a perfected security
interest in the Financed Vehicles. See "Risk
Factors" herein and in the Prospectus,
"Description of the Certificates-Accounts"
herein and "Certain Legal Aspects of the
Receivables" in the Prospectus.

Prepayment Considerations.. The weighted average life of the Certificates
may be reduced by full or partial prepayments
on the Receivables. The Receivables are
prepayable at any time. Prepayments may also
result from liquidations due to default, the
receipt of monthly installments earlier than
the scheduled due dates for such
installments, the receipt of proceeds from
credit life, disability, theft or physical
damage insurance, repurchases by the Seller
as a result of certain uncured breaches of
the warranties made by it in the Pooling and
Servicing Agreement with respect to the
Receivables, purchases by the Servicer as a
result of certain uncured breaches of the
covenants made by it in the Pooling and
Servicing Agreement with respect to the
Receivables, or the Seller or Servicer
exercising its optional purchase right. The
rate of prepayments on the Receivables may be
influenced by a variety of economic, social,
and other factors, including decreases in
interest rates and the fact that the Obligor
may not sell or transfer the Financed Vehicle
securing a Receivable without the consent of
the applicable Affiliate. No prediction
can be made as to the actual prepayment rates
which will be experienced on the Receivables.
If prepayments were to occur after a decline
in interest rates, investors seeking to
reinvest their funds might be required to
invest at a return lower than the applicable
Interest Rate or the Certificate Rate, as the
case may be. Certificate Owners will bear
all reinvestment risk resulting from
prepayment of the Receivables. See "Risk
Factors-Prepayment Considerations" and
"Weighted Average Life of the Securities" in
the Prospectus and "Weighted Average Life of
the Certificates" herein.

Tax Status............. In the opinion of Mayer, Brown & Platt, the
Trust will be treated as a grantor trust for
federal income tax purposes and will not be
subject to federal income tax. Accordingly,
the Certificateholders will be treated as
owners of the Receivables for federal income
tax purposes. Certificateholders will report
their pro rata share of all income earned on
the Receivables (other than amounts, if any,
treated as "stripped coupons") and, subject
to certain limitations in the case of
Certificateholders who are individuals,
trusts, or estates, may deduct their pro rata
share of reasonable servicing and other fees.
See "Federal Income Tax Consequences" and
"Certain State Tax Consequences" in the
Prospectus for additional information
concerning the application of federal and
state tax laws to the Trust and the
Securities.

ERISA Considerations... Subject to the considerations discussed under
"ERISA Considerations" herein and in the
Prospectus, the Class A Certificates are
eligible for purchase by employee benefit
plans.

The Class B Certificates and any beneficial
interest in such Class B Certificates may not
be acquired with the assets of an employee
benefit plan subject to the Employee
Retirement Income Security Act of 1974, as
amended ("ERISA"), or with the assets of an
individual retirement account. See "ERISA
Considerations" herein and in the Prospectus.

Risk Factors........... See "Risk Factors" herein and in the Prospectus
for a discussion of certain factors that
potential investors should consider in
determining whether to invest in the
Certificates.

Ratings of the It is a condition to the issuance of the Class
Certificates A Certificates that they be rated in the
highest investment rating category by at
least two nationally recognized rating
agencies (the "Rating Agencies"), and it is a
condition to the issuance of the Class B
Certificates that they be rated by at least
two nationally recognized rating agencies in
the "A" category. There can be no assurance
that a rating will not be lowered or
withdrawn by a rating agency if circumstances
so warrant. See "Risk Factors-Ratings of the
Securities" in the Prospectus and "Risk
Factors-Ratings of the Certificates" herein.

RISK FACTORS

In addition to the other information contained herein and in the
Prospectus, prospective investors should consider carefully the following
risk factors and the information contained in "Risk Factors" in the
Prospectus.

Geographic Concentration

Economic conditions in states where Obligors reside may affect the
delinquency, loan loss and repossession experience of the Trust with
respect to the Receivables. As of the Cutoff Date, the mailing addresses of
Obligors with respect to approximately ______% by aggregate principal
balance of the Receivables were located in ____________, and the mailing
addresses of Obligors with respect to approximately ______% by aggregate
principal balance of the Receivables were located in ______________,
collectively. See "The Receivables Pool."

Subordination

Distributions of interest and principal on the Class B Certificates
will be subordinated in priority of payment to interest on the Class A
Certificates. No distributions with respect to a Collection Period will be
made on the Class B Certificates until the full amount of interest on and
principal of the Class A Certificates on the related Distribution Date has
been distributed to the Class A Certificateholders.

Limited Assets

The Trust will not have, nor is it permitted or expected to have, any
significant assets or sources of funds other than the Receivables and the
Reserve Account. Holders of the Certificates must rely for repayment upon
payments on the Receivables and, if and to the extent available, amounts on
deposit in the Reserve Account. Similarly, although funds in the Reserve
Account will be available on each Distribution Date to cover shortfalls in
distributions of interest and principal on the Certificates, amounts to be
deposited in the Reserve Account are limited in amount. If the Reserve
Account is exhausted, the Trust will depend solely on current distributions
on the Receivables to make payments on the Certificates.

Amounts on deposit in the Reserve Account will be available on any
Distribution Date first to cover shortfalls in reimbursement of outstanding
Advances and payment of Servicing Fees to the Servicer, then shortfalls in
distributions of interest on the Class A Certificates and then shortfalls
in distributions of interest on the Class B Certificates. After
distributions of interest on the Certificates have been made, the remaining
amounts on deposit in the Reserve Account will be available first to cover
shortfalls in distributions of principal on the Class A Certificates and
then shortfalls in distributions of principal on the Class B Certificates.
If the Reserve Account is exhausted, the Trust will depend solely on
payments on the Receivables to make distributions on the Certificates, and
Certificateholders will bear the risk of delinquency, loan losses and
repossessions with respect to the Receivables. There can be no assurance
that the future delinquency, loan loss and repossession experience of the
Trust with respect to the Receivables will be better or worse than that set
forth herein with respect to the Motor Vehicle Loans serviced by the Servicer.

Any amounts released from the Reserve Account to the Seller will not be
available to the Certificateholders. See "The Receivables Pool-Pool
Composition" and "Delinquency and Net Losses" and "The Receivables Pools"
in the Prospectus and "Description of the Certificates-Reserve Account" and
"Distributions."

Maturity and Prepayment Considerations

As the rate of payment of principal of each class of the Certificates
depends on the rate of payment (including prepayments) of the principal
balance of the Receivables, the final distribution in respect of each class
of the Certificates could occur significantly earlier than the Final
Scheduled Distribution Date. It is expected that the final distribution in
respect of the Certificates will occur on or prior to the Final Scheduled
Distribution Date. However, if sufficient funds are not available to
reduce the aggregate Certificate Balance of either class of Certificates to
zero on or prior to the Final Scheduled Distribution Date, the final
distribution in respect of such class of Certificates could occur later
than such date. See "Weighted Average Life of the Certificates" herein and
"Weighted Average Life of the Securities" in the Prospectus.

Ratings of the Certificates

It is a condition to the issuance of the Class A Certificates that
they be rated in the highest investment rating category by at least two
Rating Agencies, and it is a condition to the issuance of the Class B
Certificates that they be rated by at least two Rating Agencies in the "A"
category. A rating is not a recommendation to purchase, hold or sell the
Certificates, inasmuch as such rating does not comment as to market price
or suitability for a particular investor. The ratings of the Certificates
address the likelihood of the payment of principal and interest on the
Certificates pursuant to their terms. There can be no assurance that a
rating will remain for any given period of time or that a rating will not
be lowered or withdrawn entirely by a Rating Agency if in its judgment
circumstances in the future so warrant.

THE TRUST

The Seller will establish the Trust by selling and assigning the
Trust property, as described below, to the Trustee in exchange for the
Certificates. The Servicer will service the Receivables pursuant to the
Agreement and will be compensated for acting as the Servicer. See
"Description of the Certificates-Servicing Compensation and Payment of
Expenses." To facilitate servicing and to minimize administrative burden
and expense, each Originator will be appointed to act as custodian for
the Receivables originated by it or purchased by it from a Dealer, but the
Trustee will not stamp the Receivables to reflect the sale and assignment of
the Receivables to the Trust or amend the certificates of title to the
Financed Vehicles. In the absence of amendments to the certificates of title,
the Trustee may not have perfected security interests in the Financed Vehicles
securing the Receivables originated in some states. See "Certain Legal Aspects
of the Receivables" in the Prospectus.

If the protection provided to the investment of the
Certificateholders by the Reserve Account and, in the case of the Class A
Certificateholders, the subordination of the Class B Certificates, is
insufficient, the Trust will look only to the Obligors on the Receivables,
the proceeds from the repossession and sale of Financed Vehicles which
secure defaulted Receivables [and the proceeds from any Dealer Recourse].
In such event, certain factors, such as the Trust's not having first
priority perfected security interests in some of the Financed Vehicles, may
affect the Trust's ability to realize on the collateral securing the
Receivables, and thus may reduce the proceeds to be distributed to
Certificateholders with respect to the Certificates. See "Description of
the Certificates-Distributions" and "-Accounts" herein and "Certain Legal
Aspects of the Receivables" in the Prospectus.

Each Certificate represents a fractional undivided ownership interest
in the Trust. The Trust property includes Direct Loans and/or retail
installment sale contracts secured by new or used automobiles or light duty
trucks, and all payments received thereunder after the Cutoff Date. The Trust
property also includes (a) such amounts as from time to time may be held in one
or more trust accounts established and maintained by the Servicer pursuant to
the Agreement, as described below; (b) security interests in the Financed
Vehicles and any accessions thereto; (c) the rights to proceeds with respect to
the Receivables from claims on certain insurance policies covering the Financed
Vehicles; (d) any property that shall have secured a Receivable and that shall
have been acquired by the Trustee; (e) any Dealer Recourse and any other rights
of Affiliates underDealer Agreements; (f) certain rights under the Purchase
Agreement; (g) the Seller's rights to certain documents and instruments
relating to the Receivables; (h) certain rebates of premiums and other amounts
relating to certain insurance policies and other items financed under the
Receivables; and (i) any and all proceeds of the foregoing. The Reserve Account
will be maintained by the Trustee for the benefit of the Certificateholders,
but will not be part of the Trust.

THE RECEIVABLES POOL

The pool of Receivables (the "Receivables Pool") will consist of
Receivables purchased as of the Cutoff Date. The Receivables have been
selected from the portfolio of each Affiliate for inclusion in the Receivables
Pool by several criteria, some of which are set forth in the Prospectus under
"The Receivables Pool," as well as the requirement that each Receivable (a) has
an outstanding principal balance of at least $_____, (b) as of the Cutoff Date,
was not more than 30 days past due, (c) has a scheduled maturity not later
than six months before the Final Scheduled Maturity Date, and (d) has an
original term to maturity of not more than ___ months. No selection
procedures believed by any Affiliate to be adverse to the Certificateholders
were used in selecting the Receivables.

Approximately ___% of the aggregate principal balance of Receivables
as of the Cutoff Date constituted Acquired Receivables.
<PAGE>
Pool Composition

Set forth in the following tables is information concerning the
composition, distribution by APR and the geographic distribution of the
Receivables to be conveyed by the Seller to the Trust as of the Cutoff
Date.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
Composition of the Receivables
as of the Cutoff Date(1)
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Weighted Weighted
Weighted Aggregate Average Average Average
Average APR Principal Number of Remaining Original Principal
of Receivables Balance Receivables Term Term Balance
- -------------- --------- ----------- --------- --------- ---------

% $ months months $

- ----------------------
<FN>
(1) The figures are summations or weighted averages of the Receivables
transferred to the Trust as of the Cutoff Date.
<PAGE>
<CAPTION>
----------------------------------------------------------------
Distribution by APR of the Receivables
as of the Cutoff Date(1)
----------------------------------------------------------------
<S> <C> <C> <C>
Percentage of
Aggregate
Number of Aggregate Principal Principal
APR Range Receivables Balance Balance(2)
--------- ----------- ------------------- --------------
(Dollars in Thousands)

$ %

- ------------------------
<FN>
(1) The figures are summations or weighted averages of the Receivables
transferred as of the Cutoff Date.
(2) Percentages may not add to 100% because of rounding.
</TABLE>
<PAGE>
Approximately ___% of the aggregate principal balance of the Receivables,
constituting ___% of the number of such Receivables, as of the Cutoff Date
represented financing of new vehicles and the remainder represented
financing of use vehicles.

Geographic Distribution of the Receivables Pool
as of the Initial Cutoff Date(1)<F3>

Percent of
Aggregate
Loan
State Value
----- ----------

___________________ _.__%
___________________ _.__
___________________ _.__

- -----------------------
<F3>
(1) No more than __% of the aggregate principal balance of the Receivables
as of the Cutoff Date were originated by Motor Vehicle Loans made to
Obligors that currently reside in any state other than __________________
or _____________________.</F3>

Delinquencies and Net Losses

Set forth below is certain information concerning the historical
experience of the Originators pertaining to Motor Vehicle Loans. There can
be no assurance that the delinquency and net loss experience on the
Receivables of the Trust will be comparable to that set forth below.

<TABLE>
<CAPTION>
Delinquency Experience(1)

At December 31,
- ----------------------------------------------------------------------------------------------------
1995 1994 1993 1992 1991
-------------- -------------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Dollar Percent Dollar Percent Dollar Percent Dollar Percent Dollar Percent
------ ------- ------ ------- ------ ------- ------ ------- ------ -------
(Dollars in Millions)
Amount of Motor Vehicle
Loans Outstanding...

Period of Delinquency:

31-60 days..........

60-91 days..........

over 90 days........

Repossessions.........

Total.................

Delinquencies...........

- ----------------------
<FN>
(1) All amounts and percentages are based on the gross amount scheduled to
be paid on each Motor Vehicle Loan, including unearned finance and other
charges.

<CAPTION>
Historical Net Loss Experience

Year Ended December 31,
------------------------------------------
<S> <C> <C> <C> <C> <C>
1995 1994 1993 1992 1991
----- ----- ----- ----- -----
(Dollars in Thousands)

Principal Amount of Motor Vehicle Loans
Outstanding (1)...................................

Average Principal Amount of Motor Vehicle
Loans Outstanding..................................

Number of Motor Vehicle Loans Outstanding............

Average Number of Motor Vehicle Loans Outstanding....

Net Losses(2)........................................

Net Losses as a Percent of Principal Amount
Outstanding(2).......................................

Net Losses as a Percent of Average Principal Amount
Outstanding(2) ................................

___________________
<FN>
(1) Amount represents net principal amounts of Motor Vehicle Loans
outstanding.

(2) Amount represents the aggregate balance of all Motor Vehicle Loans
which are determined to be uncollectible in the period, less any
recoveries on Motor Vehicle Loans charged-off in the period or any
prior period.

</TABLE>
<PAGE>
Delinquencies and net charge-offs are affected by a number of social,
economic and other factors, and there can be no assurance as to the level
of future total delinquencies or the severity of future net charge-offs.
As a result, the delinquency and net charge-off experience of the
Receivables of the Trust may differ from those shown in the tables.

THE SELLER, THE SERVICER AND NORWEST CORPORATION

Information regarding the Seller is set forth under "The Seller" in
the Prospectus and information regarding the Servicer is set forth under
"The Bank" in the Prospectus. Norwest Corporation operates through
subsidiaries engaged in banking and a variety of related businesses.
Norwest Corporation provides retail, commercial and corporate
banking services to customers through banks in 16 states and provides
additional financial services to its customers through subsidiaries engaged
in various businesses, principally mortgage banking, consumer finance,
equipment leasing, agricultural finance, commercial finance, securities
brokerage and investment banking, insurance agency services, computer and
data processing services, trust services, mortgage backed securities
servicing, and venture capital investment. As of March 31, 1996, Norwest
Corporation had consolidated total assets of $73.9 billion, total deposits
of $43.1 billion, and total stockholders' equity of $5.4 billion.
Based on total assets as of March 31, 1996, Norwest Corporation was the
eleventh largest commercial banking organization in the United States.
[Norwest Corporation has agreed to guaranty the performance by the Seller of
its repurchase obligation with respect to Receivables for which there has
been an uncured breach of any representation or warranty that materially and
adversely affects the interests of the Trust in such Receivables. See
"Description of the Transfer and Servicing Agreements--Sale and Assignment
of Receivables" in the Prospectus.]

WEIGHTED AVERAGE LIFE OF THE CERTIFICATES

Information regarding certain maturity and prepayment considerations
with respect to the Certificates is set forth under "Weighted Average Life
of the Securities" in the Prospectus. As the rate of payment of principal
of each class of the Certificates depends primarily on the rate of payment
(including prepayments and liquidations due to default) of the aggregate
principal balance of the Receivables, the final distribution in respect of
the Certificates could occur significantly earlier than the Final Scheduled
Distribution Date. Consistent with its customary servicing practices and
procedures, the Servicer may in its discretion and on a case-by-case basis,
arrange with Obligors to extend or modify the terms of Receivables. Any such
extension or modification will have the effect of extending the weighted
average life of the Certificates. However, the Servicer will not be permitted
to grant any such deferral or extension if as a result the final scheduled
payment on a Receivable would fall after the Final Scheduled Maturity Date,
unless the Servicer repurchases such Receivable. Certificateholders will bear
the risk of being able to reinvest principal payments on the Certificates at
yields at least equal to the yield on their respective Certificates.

DESCRIPTION OF THE CERTIFICATES

The Certificates will be issued pursuant to the terms of the
Agreement, a form of which has been filed as an exhibit to the Registration
Statement. A copy of the Agreement will be filed with the Commission
following the issuance of the Certificates. The following summary describes
certain terms of the Certificates and the Agreement. The summary does not
purport to be complete and is subject to, and qualified in its entirety by
reference to, all the provisions of the Certificates and the Agreement. The
following summary supplements the description of the general terms and
provisions of the Certificates of any given series and the related
Agreement set forth in the Prospectus, to which description reference is
hereby made.

General

The Certificates will evidence interests in the Trust created
pursuant to the Agreement. The Class A Certificates will evidence in the
aggregate an undivided ownership interest of approximately ___% (the "Class
A Percentage") in the Trust and the Class B Certificates will evidence in
the aggregate an undivided ownership interest of approximately ___% (the
"Class B Percentage") in the Trust. In general, it is intended that Class A
Certificateholders receive, on each Distribution Date, the Class A
Percentage of the Principal Distribution Amount plus interest at the Class
A Certificate Rate on the Class A Certificate Balance. Subject to the prior
rights of the Class A Certificateholders, it is intended that the Class B
Certificateholders receive, on each Distribution Date, the Class B
Percentage of the Principal Distribution Amount plus interest at the Class
B Certificate Rate on the Class B Principal Certificate.

"Principal Distribution Amount" means, for any Distribution
Date, the sum of the Available Principal for such Distribution Date
plus the Realized Losses with respect to the related Collection
Period.

"Available Principal" means, for any Distribution Date, the sum
of the following amounts with respect to the preceding Collection
Period: (a) that portion of all collections on the Receivables
received during such Collection Period and allocable to principal in
accordance with the Servicer's customary servicing procedures; and
(b) to the extent attributable to principal, the Purchase Amount
received with respect to each Receivable repurchased by the Seller or
purchased by the Servicer under an obligation which arose during the
related Collection Period. "Available Principal" on any Distribution
Date shall exclude all payments and proceeds of any Receivables the
Purchase Amount of which has been distributed on a prior Distribution
Date.

"Defaulted Receivable" means, with respect to any Collection
Period, a Receivable (other than a Purchased Receivable) which the
Servicer has determined to charge off during such Collection Period
in accordance with its customary servicing practices; provided, that
any Receivable which the Seller or Servicer is obligated to
repurchase or purchase shall be deemed to have become a Defaulted
Receivable during a Collection Period if the Seller or Servicer fails
to deposit the Purchase Amount on the related Deposit Date when due.

"Purchased Receivable" means, at any time, a Receivable as to
which payment of the Purchase Amount has previously been made by the
Seller or the Servicer pursuant to the Agreement.

"Realized Losses" means, for any Collection Period, the
aggregate principal balances of any Receivables that became Defaulted
Receivables during such Collection Period.

Optional Prepayment

If the Pool Balance as of the last day of a Collection Period has
declined to 5% or less of the Original Pool Balance, the Seller or Servicer
may purchase all remaining Trust Property on any Distribution Date occurring
in a subsequent Collection Period at a purchase price equal to the aggregate
of the Purchase Amounts of the remaining Receivables (other than Defaulted
Receivables), which purchases would result in a prepayment of the
Certificates. See "Description of the Transfer and Servicing
Agreements-Termination" in the Prospectus.

Accounts

Separate Certificate Distribution Accounts will be established for
the Class A Certificates (the "Class A Distribution Account") and the Class
B Certificates (the "Class B Distribution Account"). In addition to those
accounts and a Collection Account for the Trust (see "Description of the
Transfer and Servicing Agreements-Accounts" in the Prospectus), the Seller
will also establish and maintain in the name of the Trustee, the Reserve
Account. The Reserve Account will be created with an initial deposit by the
Seller of cash or Eligible Investments having a value of at least equal to
the Reserve Account Initial Deposit. In addition, on each Distribution
Date, any amounts on deposit in the Collection Account with respect to the
preceding Collection Period after payments to the Certificateholders and
the Servicer have been made will be deposited into the Reserve Account
until the amount on deposit in the Reserve Account is equal to the
Specified Reserve Account Balance. All investment earnings on funds
deposited in the Trust Accounts, net of losses and investment expenses,
will be distributed to the Seller and not be treated as collections on the
Receivables or otherwise be available for Certificateholders.

The Reserve Account will be an Eligible Deposit Account which the
Seller shall establish and maintain in the name of the Trustee. Funds on
deposit in the Reserve Account will be invested in Eligible Investments
selected by the Seller and, if permitted by the Rating Agencies, funds on
deposit in the Reserve Account may be invested in Eligible Investments that
mature later than the next Deposit Date. The Reserve Account and any
amounts therein will not be property of the Trust, but will be pledged to
and held for the benefit of the Trustee, as secured party.

On each Distribution Date, the amount available in the Reserve
Account (the "Available Reserve Amount") will equal the lesser of (a) the
amount on deposit in the Reserve Account (exclusive of investment earnings)
and (b) the Specified Reserve Account Balance.

On each Deposit Date, the Trustee will withdraw funds from the
Reserve Account (a) to the extent required to make reimbursements of
Outstanding Advances (after application of Interest Collections for that
purpose) and (b) to the extent (i) the sum of the amounts required to be
distributed to Certificateholders and the accrued and unpaid Servicing Fees
payable to the Servicer on such Distribution Date exceeds (ii) the amount
on deposit in the Collection Account with respect to the preceding
Collection Period (net of investment income). Such deficiencies in the
Collection Account may result from, among other things, Receivables
becoming Defaulted Receivables or the failure by the Servicer to make any
remittance required to be made under the Agreement. The aggregate amount to
be withdrawn from the Reserve Account on any Deposit Date will not exceed
the Available Reserve Amount with respect to the related Distribution Date.
The Trustee will deposit the proceeds of such withdrawal into the
Collection Account on or before the Distribution Date with respect to which
such withdrawal was made.

The "Specified Reserve Account Balance" with respect to any
Distribution Date will, subject to reduction as described below, be equal
to ___% of the Pool Balance as of the last day of the preceding Collection
Period, but in any event will not be less than the lesser of (i)
$____________ and (ii) the sum of such Pool Balance plus an amount
sufficient to pay interest on (a) the Class A Percentage times such Pool
Balance at a rate equal to the sum of the Class A Certificate Rate and the
Servicing Fee Rate through the Final Scheduled Distribution Date and (b)
the Class B Percentage times such Pool Balance at a rate equal to the sum
of the Class B Certificate Rate and the Servicing Fee Rate through the
Final Scheduled Distribution Date; provided that the Specified Reserve
Account Balance will be calculated using a percentage of __% for any
Distribution Date (beginning ________, 199__) on which the Average Net Loss
Ratio exceeds __% or the Average Delinquency Ratio exceeds ___%. The
Specified Reserve Account Balance may be reduced to a lesser amount as
determined by the Seller so long as such reduction does not cause either
Rating Agency to withdraw or downgrade its rating of the Certificates. The
time necessary for the Reserve Account to reach and maintain the Specified
Reserve Account Balance at any time after the Closing Date will be affected
by the delinquency, credit loss, repossession and prepayment experience of
the Receivables and, therefore, cannot be accurately predicted. Amounts on
deposit in the Reserve Account will be released to the Servicer on each
Distribution Date to the extent that the amount on deposit in the Reserve
Account would exceed the Specified Reserve Account Balance. The Trustee
also will cause all investment earnings attributable to the Reserve Account
to be distributed on each Distribution Date to the Seller. Upon any
distribution to the Servicer of amounts from the Reserve Account, the
Certificateholders will not have any rights in, or claims to, such amounts.

"Aggregate Net Losses" means, for any Collection Period, the
aggregate amount allocable to principal of all Receivables newly
designated during such Collection Period as Defaulted Receivables
minus all Liquidation Proceeds collected during such Collection
Period with respect to all Defaulted Receivables (whether or not
newly designated as such).

"Average Delinquency Ratio" means, as of any Distribution Date,
the average of the Delinquency Ratios for the preceding three
Collection Periods.

"Average Net Loss Ratio" means, as of any Distribution Date, the
average of the Net Loss Ratios for the preceding three Collection
Periods.

"Delinquency Ratio" means, for any Collection Period, the ratio,
expressed as a percentage, of (a) the principal amount of all
outstanding Receivables (other than Purchased Receivables and
Defaulted Receivables) which are 30 or more days delinquent as of the
end of such Collection Period, determined in accordance with
Servicer's customary practices, divided by (b) the Pool Balance as of
the last day of such Collection Period.

"Liquidation Proceeds" means, with respect to any Receivable
that has become a Defaulted Receivable, (a) insurance proceeds
received by the Servicer, with respect to insurance policies relating
to the Financed Vehicles or the Obligors any proceeds from lender's
single interest insurance policies to the extent not included in
collections distributable to Certificateholders, (b) amounts received
by the Servicer in connection with such Defaulted Receivable pursuant
to the exercise of rights under the related Motor Vehicle Loan, and
(c) the monies collected by the Servicer (from whatever source,
including, but not limited to proceeds of a sale of a Financed Vehicle
or deficiency balance recovered after the charge-off of the related
Receivable or as a result of the exercise of any rights against the
related Dealer) on such Defaulted Receivable net of any expenses
incurred by the Servicer in connection therewith and any payments
required by law to be remitted to the Obligor.

"Net Loss Ratio" means, for any Collection Period, an amount,
expressed as a percentage, equal to (a) the Aggregate Net Losses for
such Collection Period, divided by (b) the average of the Pool
Balances on each of the first day of such Collection Period and the
last day of such Collection Period.

If funds in the Reserve Account are reduced to zero, the
Certificateholders will bear the credit and other risks associated with
ownership of the Receivables. In such a case, the amount available for
distribution may be less than that described below, and the
Certificateholders may experience delays or suffer losses as a result,
among other things, of defaults or delinquencies by the Obligors or
previous extensions made by the Servicer.

Advances

On or prior to each Deposit Date, the Servicer will be required to
advance any Interest Shortfall with respect to the related Distribution
Date by depositing the amount of such Interest Shortfall into the
Collection Account. The Servicer will be obligated to make such an Advance
except to the extent that the Servicer reasonably determines that the
Advance is unlikely to be recoverable as set forth below.

On each Distribution Date, prior to making any of the distributions
set forth in "-Distributions" below, the Servicer shall be reimbursed for
all Outstanding Advances with respect to prior Distribution Dates, to the
extent of the Interest Collections for such Distribution Date and, to the
extent such Interest Collections are insufficient, to the extent of the
funds in the Reserve Account. If it is acceptable to each Rating Agency
without a reduction in the rating of the Certificates, the Outstanding
Advances at the option of the Servicer may be paid at or as soon as
possible after the beginning of the related Collection Period out of the
first collections of interest received on the Receivables for such
Collection Period.

"Expected Interest" means, with respect to any Distribution
Date, an amount equal to the sum of (a) with respect to all Simple
Interest Receivables, the product of (i) one-twelfth of the Weighted
Average APR for such Receivables for the related Collection Period
multiplied by (b) an amount equal to the aggregate Principal Balance
of such Receivables as of the first day of the related Collection
Period minus the sum of the Principal Balances of the Non-Advance
Receivables that are Simple Interest Receivables for such
Distribution Date plus (b) with respect to all Precomputed
Receivables, that portion of the collections on such Receivables
received during the related Collection Period that is allocable to
interest in accordance with the Servicer's customary procedures.

"Interest Collections" for a Distribution Date means the sum of
the following amounts with respect to the related Collection Period:
(a) that portion of the collections on the Receivables received
during the related Collection Period that is allocable to interest in
accordance with the Servicer's customary procedures; (b) all
Liquidation Proceeds received during such Collection Period; and (c)
all Purchase Amounts, each to the extent attributable to accrued
interest, of all Receivables that are repurchased by the Seller or
purchased by the Servicer under an obligation which arose during the
related Collection Period. "Interest Collections" for any
Distribution Date shall exclude all payments and proceeds of any
Receivables the Purchase Amount of which has been distributed on a
prior Distribution Date.

"Interest Shortfall" means, with respect to any Distribution
Date, the lesser of (a) the amount (if any) by which the Expected
Interest for such Distribution Date exceeds the Net Interest
Collections for such Distribution Date and (b) the amount (if any) by
which the sum of any unpaid Servicing Fees for the related Collection
Period and prior Collection Periods and the Class A Interest
Distributable Amount and the Class B Interest Distributable Amount
for such Distribution Date exceeds the Net Interest Collections for
such Distribution Date.

"Net Interest Collections" means, with respect to any
Distribution Date, the greater of (a) zero and (b) Interest
Collections for such Distribution Date minus the Outstanding Advances
as of such Distribution Date.

"Non-Advance Receivables" means, with respect to any
Distribution Date, any Receivables which became Defaulted Receivables
during the related Collection Period or which the Servicer, in its
sole discretion, believes are likely to become Defaulted Receivables.

"Outstanding Advances" means, as of any date, all Advances made
by the Servicer with respect to prior Distribution Dates which have
not been reimbursed.

"Weighted Average APR" means, with respect to any Simple
Interest Receivables or any Precomputed Receivables during any
Collection Period, the weighted average of the APR of such
Receivables (excluding Non-Advance Receivables), weighted based on
the Principal Balance of each such Receivable as of the first day of
such Collection Period.

Servicing Compensation and Payment of Expenses

The Servicing Fee Rate will be 1.0% per annum of the Pool Balance as
of the first day of the related Collection Period (after giving effect to
the distributions to be made on the following Distribution Date). The
Servicing Fee (together with any portion of the Servicing Fee that remains
unpaid from prior Distribution Dates) will be paid on each Distribution
Date solely to the extent of the Available Interest. See "Description of
the Transfer and Servicing Agreements-Servicing Compensation and Payment of
Expenses" in the Prospectus. The Servicer will also collect and retain any
late fees, extension fees, prepayment charges and certain non-sufficient
funds charges and other administrative fees or similar charges (the
"Supplemental Servicing Fee") allowed by applicable law with respect to the
Receivables. Payments by or on behalf of Obligors will be allocated to
scheduled payments and late fees and other charges in accordance with the
Servicer's normal practices and procedures. See "Description of the
Transfer and Servicing Agreements - Servicing Compensation and Payment of
Expenses" in the Prospectus.

"Available Interest" means, with respect to any Distribution
Date, the excess of (a) the sum of (i) Interest Collections for such
Distribution Date and (ii) all Advances made by the Servicer with
respect to such Distribution Date, over (b) the amount of Outstanding
Advances to be reimbursed on or with respect to such Distribution
Date.

Distributions

Deposits to Collection Account. On or before the eighth calendar day
of each month, or if such eighth day is not a Business Day, the immediately
preceding Business Day (the "Determination Date"), the Servicer will
provide the Trustee with a report (the "Servicer's Report") containing
certain information with respect to the preceding Collection Period,
including the amount of aggregate collections on the Receivables during
such Collection Period, the aggregate amount of Receivables which became
Defaulted Receivables during such Collection Period, the aggregate Purchase
Amounts of Receivables to be repurchased by the Seller or to be purchased
by the Servicer on the related Deposit Date and the aggregate amount to be
withdrawn from the Reserve Account. Trustee has agreed to act as Servicer's
agent for the purpose of preparing and delivering Servicer's Reports, and
so long as Trustee timely prepares and delivers Servicer's Report, Servicer
shall not be required to do so. Any failure by Trustee to prepare and
deliver a Servicer's Report, or inaccuracy in any Servicer's Report so
prepared and delivered shall (so long as Servicer shall also not timely
prepare and deliver such Servicer's Report or correct any such inaccuracy)
have the same effect as would such a failure by Servicer or inaccuracy in a
Servicer's Report prepared and filed by Servicer.

On or before each Deposit Date, (a) the Servicer will cause all
collections and Liquidation Proceeds to be deposited into the Collection
Account and will deposit into the Collection Account all Purchase Amounts
of Receivables to be purchased by the Servicer on such Deposit Date, (b)
the Seller will deposit into the Collection Account all Purchase Amounts of
Receivables to be repurchased by the Seller on such Deposit Date, (c) the
Trustee will make any required withdrawals for the related Distribution
Date from the Reserve Account and deposit such amounts into the Collection
Account and (d) the Servicer will deposit all Advances for the related
Distribution Date into the Collection Account.

Deposits to the Distribution Accounts. On each Distribution Date,
after making reimbursements of Outstanding Advances to the Servicer based
on the related Servicer's Report, the Trustee will make the following
deposits and distributions from the Collection Account, to the extent of
the sum of Available Interest and any Available Reserve Amount remaining
after such reimbursements (and, in the case of shortfalls occurring under
clause (b) below in the Class A Interest Distributable Amount, the Class B
Percentage of Available Principal to the extent of such shortfalls), in the
following priority:

(a) to the Servicer, any unpaid Servicing Fee for the related
Collection Period and all unpaid Servicing Fees from prior
Collection Periods;

(b) to the Class A Distribution Account, the Class A Interest
Distributable Amount for such Distribution Date; and

On each Distribution Date based on the related Servicer's Report, the
Trustee will make the following deposits and distributions, to the extent
of Available Principal and the portions of Available Interest and Available
Reserve Amount remaining after the application of clauses (a), (b) and (c)
above, in the following priority:

(d) to the Class A Distribution Account, the Class A Principal
Distributable Amount for such Distribution Date;

(e) to the Class B Distribution Account, the Class B Principal
Distributable Amount for such Distribution Date;

(f) to the Reserve Account, any amounts remaining, until the amount
on deposit in the Reserve Account equals the Specified Reserve
Account Balance; and

(g) to the Seller, any amounts remaining.

On each Distribution Date, all amounts on deposit in the Class A
Distribution Account will be distributed to the Class A Certificateholders
as of the Record Date and all amounts on deposit in the Class B
Distribution Account will be distributed to the Class B Certificateholders
as of the Record Date by the Trustee.

"Class A Interest Carryover Shortfall" means, (a) with respect
to the initial Distribution Date, zero, and (b) with respect to any
other Distribution Date, the excess of Class A Monthly Interest for
the preceding Distribution Date and any outstanding Class A Interest
Carryover Shortfall on such preceding Distribution Date, over the
amount in respect of interest that is actually deposited in the Class
A Distribution Account on such preceding Distribution Date, plus 30
days of interest on such excess, to the extent permitted by law, at
the Class A Certificate Rate.

"Class A Interest Distributable Amount" means, with respect to
any Distribution Date, the sum of Class A Monthly Interest for such
Distribution Date and the Class A Interest Carryover Shortfall for
such Distribution Date.

"Class A Monthly Interest" means, with respect to any
Distribution Date, one-twelfth of the Class A Certificate Rate
multiplied by the Class A Certificate Balance as of the Distribution
Date occurring in the preceding Collection Period (after giving
effect to any payments made on such Distribution Date) or, in the
case of the first Distribution Date, as of the Closing Date.

"Class A Monthly Principal" means, with respect to any
Distribution Date, the Class A Percentage of the Principal
Distribution Amount for such Distribution Date.

"Class A Principal Carryover Shortfall" means, as of the close
of business on any Distribution Date, the excess of Class A Monthly
Principal for such Distribution Date and any outstanding Class A
Principal Carryover Shortfall from the preceding Distribution Date
over the amount in respect of principal that is actually deposited in
the Class A Distribution Account on such Distribution Date.

"Class A Principal Distributable Amount" means, with respect to
any Distribution Date, the sum of Class A Monthly Principal for such
Distribution Date and, in the case of any Distribution Date other
than the initial Distribution Date, the Class A Principal Carryover
Shortfall as of the close of business on the preceding Distribution
Date; provided, however, that the Class A Principal Distributable
Amount shall not exceed the outstanding aggregate principal balance
of the Class A Certificates prior to such Distribution Date. In
addition, on the Final Scheduled Distribution Date, the Class A
Principal Distributable Amount shall include any additional amount
available to reduce the outstanding aggregate principal balance of
the Class A Certificates to zero.

"Class B Interest Carryover Shortfall" means, (a) with respect
to the initial Distribution Date, zero, and (b) with respect to any
other Distribution Date, the excess of Class B Monthly Interest for
the preceding Distribution Date and any outstanding Class B Interest
Carryover Shortfall on such preceding Distribution Date, over the
amount in respect of interest that is actually deposited in the Class
B Distribution Account on such preceding Distribution Date, plus 30
days of interest on such excess, to the extent permitted by law, at
the Class B Certificate Rate.

"Class B Interest Distributable Amount" means, with respect to
any Distribution Date, the sum of Class B Monthly Interest for such
Distribution Date and the Class B Interest Carryover Shortfall for
such Distribution Date.

"Class B Monthly Interest" means, with respect to any
Distribution Date, one-twelfth of the Class B Certificate Rate
multiplied by the Class B Certificate Balance as of the Distribution
Date occurring in the preceding Collection Period (after giving
effect to any payments made on such Distribution Date) or, in the
case of the first Distribution Date, as of the Closing Date.

"Class B Monthly Principal" means, with respect to any
Distribution Date, the Class B Percentage of the Principal
Distribution Amount for such Distribution Date.

"Class B Principal Carryover Shortfall" means, as of the close
of business on any Distribution Date, the excess of Class B Monthly
Principal for such Distribution Date and any outstanding Class B
Principal Carryover Shortfall from the preceding Distribution Date
over the amount in respect of principal that is actually deposited in
the Class B Distribution Account on such Distribution Date.

"Class B Principal Distributable Amount" means, with respect to
any Distribution Date, the sum of Class B Monthly Principal for such
Distribution Date and, in the case of any Distribution Date other
than the initial Distribution Date, the Class B Principal Carryover
Shortfall as of the close of business on the preceding Distribution
Date; provided, however, that the Class B Interest Distributable
Amount shall not exceed the outstanding aggregate principal balance
of the Class B Certificates prior to such Distribution Date. In
addition, on the Final Scheduled Distribution Date, the Class B
Interest Distributable Amount will include any additional amount
available to reduce the outstanding aggregate principal balance of
the Class B Certificates to zero.

The following chart sets forth an example of the application of the
foregoing provisions to a hypothetical monthly distribution:

March 1 - March 31............. Collection Period. The Servicer receives
monthly payments, prepayments, and other
proceeds in respect of the Receivables.

March 31....................... Record Date. Distributions on the next
Distribution Date are made to
Certificateholders of record at the close
of business on this date.

April 8........................ Determination Date. On or before this
date, the Servicer, delivers to the
Trustee the Servicer's Report, which
notifies the Trustee of the amounts
required to be distributed and the amounts
available for distribution on the next
Distribution Date.

April 12....................... Deposit Date. All Collections and Advances
relating to the preceding Collection
Period are required to be deposited in the
Collection Account on or before this date.
The Trustee withdraws funds from the
Reserve Account to the extent necessary.

April 15....................... Distribution Date. The Trustee distributes
to Certificateholders amounts payable in
respect of the Certificates, pays the
Servicing Fee and reimburses Outstanding
Advances to the Servicer, deposits any
excess funds to the Reserve Account and,
if the Reserve Account is equal to the
Specified Reserve Account Balance, pays
any remaining funds to the Seller.

CERTAIN LEGAL ASPECTS OF THE RECEIVABLES

Information regarding certain legal aspects of the Receivables is set
forth under "Certain Legal Aspects of the Receivables" in the Prospectus.

ERISA CONSIDERATIONS

The Class A Certificates

Subject to the considerations set forth under "ERISA
Considerations-Trusts That Do Not Issue Notes" in the Prospectus, the Class
A Certificates may be purchased with the assets of an employee benefit plan
or an individual retirement account (a "Plan") subject to ERISA or Section
4975 of the Internal Revenue Code of 1986, as amended (the "Code"). A
fiduciary of a Plan must determine that the purchase of a Class A
Certificate is consistent with its fiduciary duties under ERISA and does
not result in a nonexempt prohibited transaction as defined in Section 406
of ERISA or Section 4975 of the Code. For additional information regarding
treatment of the Class A Certificates under ERISA, see "ERISA
Considerations" in the Prospectus.

The Class B Certificates

The Class B Certificates and any beneficial interest in such Class B
Certificates may not be acquired (a) with the assets of an employee benefit
plan (as defined in Section 3(3) of ERISA) that is subject to the
provisions of Title I of ERISA, (b) by a plan described in Section
4975(e)(1) of the Code or (c) by any entity whose underlying assets include
plan assets by reason of a plan's investment in the entity. By its
acceptance of a Class B Certificate, each Class B Certificateholder will be
deemed to have represented and warranted that it is not subject to the
foregoing limitation. For additional information regarding treatment of the
Class B Certificates under ERISA, see "ERISA Considerations" in the
Prospectus.

UNDERWRITING

Subject to the terms and conditions set forth in an underwriting
agreement, the Seller has agreed to cause the Trust to sell to each of the
underwriters listed below (each, an "Underwriter"), and each of the
Underwriters has agreed to purchase, the principal amount of the
Certificates set forth opposite its name below. Under the terms and
conditions of the Underwriting Agreement, each of the Underwriters is
obligated to take and pay for all of the Certificates, if any are taken.

Principal Amount of Principal Amount of
Class A Certificates Class B Certificates
-------------------- --------------------
_______________________.....$_____________________ $________________________
_______________________.....______________________ ________________________
_______________________.....______________________ ________________________

Total $_____________________ $________________________

The Seller has been advised by the Underwriters that they propose
initially to offer the Certificates to the public at the prices set forth
herein, and to certain dealers at such prices less the initial concession
not in excess of _____% per Class A Certificate and ____% per Class B
Certificate. The Underwriters may allow, and such dealers may reallow, a
concession not in excess of ____% per Class A Certificate and ____% per
Class B Certificate to certain other dealers. After the initial public
offering of the Certificates, the public offering prices and such
concessions may be changed.

The Seller does not intend to apply for listing of the Certificates
on a national securities exchange, but has been advised by the Underwriters
that they intend to make a market in the Certificates. The Underwriters are
not obligated, however, to make a market in the Certificates and may
discontinue market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for the Certificates.

The Seller has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.

In the ordinary course of their respective businesses, each
Underwriter and its affiliates have engaged and may in the future engage in
commercial banking and investment banking transactions with the Seller.

After the initial distribution of the Certificates by the
Underwriters, this Prospectus Supplement may be used by Norwest Investment
Services, Inc., an affiliate of the Seller, the Servicer and the Affiliates,
in connection with offers and sales relating to market making transactions
in the Certificates. Norwest Investment Services, Inc. may act as principal
or agent in such transactions. Such sales will be made at prices related to
prevailing market prices at the time of sale.

LEGAL OPINIONS

In addition to the legal opinions described in the Prospectus,
certain federal income tax and other legal matters will be passed upon for
the Trust by Mayer, Brown & Platt, Chicago, Illinois. Mayer, Brown & Platt
may from time to time render legal services to the Seller, the Servicer and
its affiliates. Certain legal matters will be passed upon for the
Underwriters by Mayer, Brown & Platt, Chicago, Illinois.

INDEX OF DEFINED TERMS

Page

Acquired Receivables.................................................S-4
Advance..............................................................S-5
Affiliate............................................................S-3
Aggregate Net Losses................................................S-16
Agreement............................................................S-3
Available Interest..................................................S-17
Available Principal.................................................S-14
Available Reserve Amount............................................S-15
Average Delinquency Ratio...........................................S-16
Average Net Loss Ratio..............................................S-16
Bank.................................................................S-3
Business Day.........................................................S-4
Certificate Rate.....................................................S-4
Certificateholders...................................................S-5
Certificates.........................................................S-1
Class A Certificate Balance..........................................S-5
Class A Certificate Rate.............................................S-4
Class A Certificateholders...........................................S-4
Class A Certificates.................................................S-1
Class A Distribution Account........................................S-15
Class A Interest Carryover Shortfall................................S-18
Class A Interest Distributable Amount...............................S-18
Class A Monthly Interest............................................S-18
Class A Monthly Principal...........................................S-18
Class A Percentage...................................................S-3
Class A Principal Carryover Shortfall...............................S-19
Class A Principal Distributable Amount..............................S-19
Class B Certificate Balance..........................................S-5
Class B Certificate Rate.............................................S-4
Class B Certificateholders...........................................S-5
Class B Certificates.................................................S-1
Class B Distribution Account........................................S-15
Class B Interest Carryover Shortfall................................S-19
Class B Interest Distributable Amount...............................S-19
Class B Monthly Interest............................................S-19
Class B Monthly Principal...........................................S-19
Class B Percentage...................................................S-3
Class B Principal Carryover Shortfall...............................S-19
Class B Principal Distributable Amount..............................S-19
Closing Date.........................................................S-3
Code................................................................S-20
Collection Period....................................................S-4
Commission...........................................................S-2
Cutoff Date..........................................................S-3
Dealer Agreements....................................................S-3
Dealers..............................................................S-3
Defaulted Receivable................................................S-15
Delinquency Ratio...................................................S-16
Deposit Date.........................................................S-5
Determination Date..................................................S-17
Distribution Date....................................................S-2
ERISA................................................................S-7
Expected Interest...................................................S-16
Final Scheduled Distribution Date....................................S-2
Final Scheduled Maturity Date........................................S-4
Financed Vehicles....................................................S-3
Interest Collections................................................S-17
Interest Shortfall..................................................S-17
Issuer...............................................................S-3
Liquidation Proceeds................................................S-16
Net Interest Collections............................................S-17
Net Loss Ratio......................................................S-16
Non-Advance Receivables.............................................S-17
Norwest Bank.........................................................S-3
Original Pool Balance................................................S-5
Outstanding Advances................................................S-17
Plan................................................................S-20
Pool Balance.........................................................S-4
Principal Balance....................................................S-4
Principal Distribution Amount.......................................S-14
Prospectus...........................................................S-1
Purchased Receivable................................................S-15
Rating Agencies......................................................S-7
Realized Losses.....................................................S-15
Receivables..........................................................S-1
Receivables Pool....................................................S-10
Record Date..........................................................S-4
Reserve Account......................................................S-6
Reserve Account Initial Deposit......................................S-6
Seller...............................................................S-1
Servicer.............................................................S-1
Servicer's Report...................................................S-17
Specified Reserve Account Balance...................................S-15
Supplemental Servicing Fee..........................................S-17
Trust................................................................S-1
Trustee..............................................................S-3
Underwriter.........................................................S-20
Weighted Average APR................................................S-17

==================================== ====================================
No dealer, salesman or other person
has been authorized to give any
information or to make any
representation not contained in this
Prospectus Supplement or the Prospectus
and, if given or made, such information
or representation must not be relied
upon as having been authorized by the
Seller or the Underwriters. This
Prospectus Supplement and the
Prospectus do not constitute an
offer of any securities other than
those to which they relate or an
offer to sell, or a solicitation of
an offer to buy, to any person in
any jurisdiction where such an offer
or solicitation would be unlawful.
Neither the delivery of this
Prospectus Supplement and the $________________________
Prospectus nor any sale made hereunder (Approximate)
shall, under any circumstances,
create any implication that the
information contained herein is correct
as of any time subsequent to their
respective dates.
___________________________

TABLE OF CONTENTS
NORWEST AUTO
Prospectus Supplement RECEIVABLES CORPORATION
(Seller)
Page
Reports to Certificateholders S-2
Summary of Terms.............. S-3
Risk Factors.................. S-9
The Trust..................... S-10
The Receivables Pool.......... S-10
The Seller, the Servicer
and Norwest Corporation...... S-14
Weighted Average Life of the
Certificates................. S-14
Description of the Certificates S-14
Certain Legal Aspects of the
Receivables.................. S-20 $__________________
ERISA Considerations.......... S-20 __% Asset Backed
Underwriting.................. S-21 Certificates
Legal Opinions................ S-21 Class A
Index of Defined Terms........ S-22

<PAGE>
Prospectus
Page
Available Information.........
Incorporation of Certain
Documents by Reference...... $__________________
Summary of Terms.............. __% Asset Backed
Risk Factors.................. Certificates
The Trusts.................... Class B
The Receivables Pools.........
Weighted Average Life of the
Securities..................
Pool Factors and Trading
Information.................
Use of Proceeds...............
The Seller....................
The Bank and Norwest
Corporation.................
Description of the Notes......
Description of the
Certificates................
Certain Information Regarding
the Securities............. =====================
Description of the Transfer
and Servicing Agreements.... PROSPECTUS SUPPLEMENT
Certain Legal Aspects of the ______________, 199__
Receivables.................
Federal Income Tax =====================
Consequences................
Certain State Tax
Consequences................
ERISA Considerations..........
Plan of Distribution..........
Notice to Canadian Residents..
Legal Opinions................
Index of Defined Terms........
Global Clearance, Settlement
and Tax Documentation
Procedures..................

Until 90 days after the date of this
Prospectus Supplement, all dealers
effecting transactions in the securities
described in this Prospectus
Supplement, whether or not participating
in this distribution, may be required to
deliver this Prospectus Supplement and
the Prospectus. This is in addition to
the obligation of dealers to deliver
this Prospectus Supplement and the
Prospectus when acting as underwriters
and with respect to their unsold
allotments or subscriptions.
====================================== ===================================

SUBJECT TO COMPLETION, DATED __________, 199_ Exhibit 4.5
[Owner Trust Supplement]
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated __________, 199_)

[$______________]

Norwest Auto Trust 199_ - _
$______________ Class A-1 ____% Money Market Asset Backed Notes
$______________ Class A-2 ____% Asset Backed Notes
$______________ ____% Asset Backed Certificates

Norwest Auto Receivables Corporation
Seller

Norwest Bank Minnesota, N.A.
Servicer

The Norwest Auto Trust 199_-__ (the "Trust") will be governed
by a Trust Agreement, to be dated as of ____________, 199_, between Norwest
Auto Receivables Corporation, as seller (the "Seller") and
___________________________, as Owner Trustee. The Trust will issue
$_____________ aggregate principal amount of Class A-1 ___% Money Market
Asset Backed Notes (the "Class A-1 Notes"), and $____________ aggregate
principal amount of Class A-2 ___% Asset Backed Notes (the "Class A-2
Notes" and, together with the Class A-1 Notes, the "Notes") pursuant to an
Indenture to be dated as of _____________, 199_, between the Trust and
___________________, as Indenture Trustee. The Trust will also issue
$__________________ aggregate principal amount of ___% Asset Backed
Certificates (the "Certificates" and, together with the Notes, the
"Securities"). The assets of the Trust will include a pool of motor
vehicle promissory notes and security agreements and/or retail installment
sale contracts secured by new or used automobiles and light duty trucks
(collectively, the "Receivables"), certain monies received thereunder after
____________, 199__, security interests in the motor vehicles financed
thereby, certain rights under Dealer Agreements, certain Eligible Deposit
Accounts in which collections are held, any proceeds from claims on certain
insurance policies and the proceeds of the foregoing.
(continued on following page)
___________________________
<PAGE>
Prospective investors should consider the "Risk Factors" set forth at page
S-__ herein and at page ___ in the accompanying Prospectus (the "Prospectus").

THE NOTES REPRESENT OBLIGATIONS OF, AND THE CERTIFICATES REPRESENT
BENEFICIAL INTERESTS IN, THE TRUST ONLY AND DO NOT REPRESENT
OBLIGATIONS OF OR INTERESTS IN NORWEST AUTO RECEIVABLES
CORPORATION, NORWEST BANK MINNESOTA, N.A., ANY OTHER
NORWEST BANK OR ANY OF THEIR AFFILIATES. NEITHER
THE SECURITIES NOR THE RECEIVABLES ARE INSURED
OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, ANY OTHER GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR BY NORWEST AUTO
RECEIVABLES CORPORATION, NORWEST BANK
MINNESOTA, N.A., ANY OTHER NORWEST
BANK, NORWEST INVESTMENT SERVICES,
INC. OR ANY OF THEIR AFFILIATES.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________________________

<PAGE>
<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public(1) Commissions the Seller(1)(2)
--------------- ----------------- -----------------
<S> <C> <C> <C>

Per Class A-1 Note % % %
Per Class A-2 Note % % %
Per Certificate % % %
Total $____________ $____________ $____________

- ----------------------
<FN>
(1) Plus accrued interest, if any, from ___________, 199__.
(2) Before deducting expenses, estimated to be $___________.

</TABLE>
<PAGE>

The Notes and Certificates are offered by the Underwriters when,
as and if issued and accepted by the Underwriters and subject to their
right to reject orders in whole or in part. It is expected that delivery
of the Notes and the Certificates will be made in book-entry form only
through the Same Day Funds Settlement System of The Depository Trust
Company, or through Cedel Bank, societe anonyme or the Euroclear System, on
or about __________, 199__.

After the initial distribution of the Certificates and Notes
by the Underwriters, the Prospectus and this Prospectus Supplement may be
used by Norwest Investment Services, Inc., an affiliate of the Seller, in
connection with market making transactions in the Certificates and Notes.
Norwest Investment Services, Inc. may act as principal or agent in such
transactions. Such sales will be made at prices related to prevailing
market prices at the time of sale. Certain information in this Prospectus
Supplement will be updated from time to time as described in "Incorporation
of Certain Documents by Reference."

_____________, 199__.

The assets of the Trust will be transferred by the Seller to
the Trust on or prior to the Closing Date. The Notes will be secured by the
assets of the Trust pursuant to the Indenture. Certain capitalized terms
used in this Prospectus Supplement are defined in this Prospectus
Supplement on the pages indicated in the "Index of Terms" on page ___ of
this Prospectus Supplement or, to the extent not defined herein, have the
meanings assigned to such terms in the Prospectus. Interest on all classes
of Notes will accrue at the fixed per annum interest rates specified above.
Interest on the Notes will generally be payable on the [15th] day of each
month (each, a "Distribution Date"), commencing _______, 199_. Principal
of the Notes will be payable on each Distribution Date to the extent
described herein, except that no principal will be paid on the Class A-2
Notes until the Class A-1 Notes have been paid in full.

The Certificates will represent fractional undivided interests
in the Trust. Interest, at the Certificate Rate, will be distributed to
the Certificateholders on each Distribution Date to the extent of available
funds. Principal, to the extent described herein, will be distributed to
the Certificateholders on each Distribution Date commencing with the
Distribution Date on which the Notes were paid in full to the extent of
available funds. Distributions of interest and principal on the
Certificates will be subordinated in priority to payments due on the Notes
as described herein.

Each class of the Notes and the Certificates will be payable
in full on the applicable final scheduled Distribution Date as set forth
herein. However, payment in full of a class of Notes or of the
Certificates could occur earlier or later than such dates as described
herein. In addition, the Class A-2 Notes and the Certificates will be
subject to prepayment in whole, but not in part, on any Distribution Date
on which Norwest Bank Minnesota, N.A. in its capacity as servicer (in such
capacity, the "Servicer"), or the Seller exercises its option to purchase the
Receivables. The Seller or Servicer may purchase the Receivables when the
aggregate principal balance of the Receivables has declined to 5% or less of
the initial aggregate principal balance of the Receivables purchased by the
Trust.

THIS PROSPECTUS SUPPLEMENT DOES NOT CONTAIN COMPLETE INFORMATION
ABOUT THE OFFERING OF THE NOTES AND THE CERTIFICATES. ADDITIONAL
INFORMATION IS CONTAINED IN THE PROSPECTUS AND PROSPECTIVE INVESTORS ARE
URGED TO READ BOTH THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS IN FULL.
SALES OF THE NOTES OR THE CERTIFICATES MAY NOT BE CONSUMMATED UNLESS THE
PURCHASER HAS RECEIVED BOTH THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.
TO THE EXTENT ANY STATEMENTS IN THIS PROSPECTUS SUPPLEMENT SUPPLEMENT OR
SPECIFY ADDITIONAL INFORMATION WITH RESPECT TO STATEMENTS IN THE
PROSPECTUS, THE STATEMENTS IN THIS PROSPECTUS SUPPLEMENT SHALL CONTROL.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICES OF THE NOTES AND THE CERTIFICATES AT LEVELS ABOVE THOSE WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY
BE DISCONTINUED AT ANY TIME.

There is currently no secondary market for the Securities
offered hereby. Each Underwriter expects, but is not obligated to make a
market in the Notes and Certificates. There can be no assurance that a
secondary market will develop or that it will provide Securityholders with
liquidity of investment or that it will continue for the life of the
Securities offered hereby.

REPORTS TO SECURITYHOLDERS

Unless and until Definitive Notes or Definitive Certificates
are issued, monthly and annual unaudited reports containing information
concerning the Receivables will be prepared by the Servicer and sent on
behalf of the Trust only to Cede & Co., as nominee of the Depository Trust
Company and registered holder of the Notes and the Certificates. See
"Certain Information Regarding the Securities-Book-Entry Registration" and
"-Reports to Securityholders" in the accompanying Prospectus. Such reports
will not constitute financial statements prepared in accordance with
generally accepted accounting principles. The Seller, as originator of the
Trust, will file with the Securities and Exchange Commission (the
"Commission") such periodic reports as are required under the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Commission thereunder.

<PAGE>
SUMMARY OF TERMS

The following summary is qualified in its entirety by
reference to the detailed information appearing elsewhere in this
Prospectus Supplement and in the Prospectus. Certain capitalized terms
used herein are defined elsewhere in this Prospectus Supplement on the
pages indicated in the "Index of Terms" or, to the extent not defined
herein, have the meanings assigned to such terms in the Prospectus.

Issuer................ Norwest Auto Trust 199_-__ (the "Trust" or the
"Issuer"), a Delaware business trust
established pursuant to a trust agreement (as
amended and supplemented, the "Trust
Agreement"), dated as of ________________,
199_ between the Seller and the Owner Trustee.

Seller................ Norwest Auto Receivables Corporation, a
___________ corporation (the "Seller"). See
"The Seller."

Servicer.............. Norwest Bank Minnesota, N.A., a national banking
association (the "Bank" or in its capacity as
servicer, the "Servicer").

Indenture Trustee..... ____________________, as trustee under the
Indenture (the "Indenture Trustee").

Owner Trustee......... ____________________, as trustee under the Trust
Agreement (the "Owner Trustee").

The Notes............. The Trust will issue Asset Backed Notes (the
"Notes"), pursuant to an Indenture to be dated
as of _______________, 199_ (as amended and
supplemented from time to time, the
"Indenture"), between the Issuer and the
Indenture Trustee, as follows: (a) Class A-1
__% Money Market Asset Backed Notes (the
"Class A-1 Notes") in the aggregate initial
principal amount of $______________; and (b)
Class A-2 __% Asset Backed Notes (the "Class
A-2 Notes") in the aggregate initial principal
amount of $____________.

The Notes will be secured by the assets of the
Trust pursuant to the Indenture.

The Certificates...... The Trust will issue __% Asset Backed
Certificates (the "Certificates" and, together
with the Notes, the "Securities") with an
aggregate initial Certificate Balance of
$________________. The Certificates will
represent fractional undivided interests in
the Trust and will be issued pursuant to the
Trust Agreement.

The Receivables....... On or prior to __________, 199_ (the "Closing
Date"), the Trust will purchase a pool of
motor vehicle promissory notes and security
agreements and/or retail installment sale
contracts secured by new or used automobiles or
light duty trucks (collectively, the
"Receivables"), including rights to receive
certain payments made with respect to such
Receivables, security interests in the vehicles
financed thereby (the "Financed Vehicles"),
certain rights under Dealer Agreements, certain
Eligible Deposit Accounts in which collections
are held, any proceeds from claims on certain
insurance policies and the proceeds of the
foregoing, having an aggregate principal balance
of approximately $___________ as of ____________,
199_ (the "Cutoff Date"), from the Seller
pursuant to a Sale and Servicing Agreement to be
dated as of ____________, 199_ (as amended and
supplemented from time to time, the "Sale and
Servicing Agreement"), among the Trust, the
Seller and the Servicer. See "Description of
the Transfer and Servicing Agreements" herein
and in the Prospectus.

The Receivables will generally consist of (i)
motor vehicle promissory notes and security
agreements executed by an Obligor in favor of
an Originator ("Direct Loans") and/or (ii) motor
vehicle retail installment sale contracts
(together with Direct Loans, "Motor Vehicle
Loans") between an Obligor and a Dealer.
Receivables that are to be included in any
Receivables Pool will be transferred by an
Affiliate to the Seller for purposes
of sale to the applicable Trust. Receivables
constituting approximately ___% of the aggregate
principal balance of Receivables as of the
Cutoff Date (the "Acquired Receivables") were
acquired by the Affiliates through acquisitions.

All the Receivables provide for the allocation
of payments to principal and interest in
accordance with the "simple interest" method.
The Receivables have been selected from Motor
Vehicle Loans owned by the Affiliates based
on the criteria specified in the Sale and
Servicing Agreement and described herein and
in the Prospectus. No Receivable will have
a scheduled maturity that, after giving
prospective effect to any permitted extensions
or such deferrals, would be later than
____________ (the "Final Scheduled Maturity
Date"). As of the Cutoff Date, the weighted
average remaining maturity of the Receivables
was approximately _____ months and the weighted
average original maturity of the Receivables
was approximately ____ months. As of the
Cutoff Date, approximately ____% of the
aggregate principal balance of the Receivables
represented financing of new vehicles and the
remainder represented financing of used
vehicles.

Terms of the Notes

A. Distribution Dates Payments of interest and principal on the Notes
will be made on the [15th] day of each month
or, if any such day is not a Business Day, on
the next succeeding Business Day (each, a
"Distribution Date"), commencing
______________, 199_. Each reference to a
"Payment Date" in the Prospectus shall refer
to a Distribution Date herein. Payments will
be made to holders of record of the Notes (the
"Noteholders") as of the day immediately
preceding such Distribution Date or, if
Definitive Notes are issued, as of the [30th]
day of the preceding month (a "Record Date").
A "Business Day" is a day other than a
Saturday, a Sunday and that in New York City
and in the city in which the corporate trust
office of the Trustee is located is neither a
legal holiday nor a day on which banking
institutions are authorized by law, regulation
or executive order to be closed.

B. Interest Rates.... The Class A-1 Notes will bear interest at the
rate of __% per annum (the "Class A-1 Interest
Rate") and the Class A-2 Notes will bear
interest at the rate of __% per annum (the
"Class A-2 Interest Rate"). The Class A-1
Interest Rate and the Class A-2 Interest Rate
are referred to herein collectively as
"Interest Rates".

C. Interest.......... Interest on the outstanding principal amount of
the Notes of each class will accrue at the
applicable Interest Rate from the Closing Date
(in the case of the first Distribution Date)
and thereafter from the preceding Distribution
Date through the current Distribution Date
(each an "Interest Period"). Interest on the
Notes will be calculated on the basis of a
360-day year consisting of twelve 30-day
months. See "Description of the
Notes-Payments of Interest."

D. Principal......... Principal of the Notes will be payable on each
Distribution Date in an amount equal to the
Noteholders' Principal Distributable Amount
for the calendar month (the "Collection
Period") preceding such Distribution Date (in
the case of the first Distribution Date, the
period from (but not including) the Cutoff
Date to and including ___________, 199_) to
the extent of funds available therefor.

No principal payments will be made on the Class
A-2 Notes until the Class A-1 Notes have been
paid in full.

The outstanding principal amount of the Class
A-1 Notes, to the extent not previously paid,
will be payable on the _____________, 199_
Distribution Date (the "Class A-1 Final
Scheduled Distribution Date"); and the
outstanding principal amount of the Class A-2
Notes, to the extent not previously paid, will
be payable on the ____________, 199_
Distribution Date (the "Class A-2 Final
Scheduled Distribution Date").

E. Optional Redemption After the Class A-1 Notes have been paid in
full, the Class A-2 Notes will be redeemed in
whole, but not in part, on any Distribution
Date on which the Seller or Servicer exercises
its option to purchase the Receivables, which
can occur after the Pool Balance declines to 5%
or less of the Original Pool Balance, at a
redemption price equal to the unpaid principal
amount of the Class A-2 Notes plus accrued and
unpaid interest thereon. See "Description of
the Notes-Optional Redemption." The "Original
Pool Balance" will equal the aggregate
principal balance of the Receivables as of the
Cutoff Date.

Terms of the Certificates

A. Distribution Dates Distributions with respect to the Certificates
will be made on each Distribution Date,
commencing __________, 199_. Distributions
will be made to holders of record of the
Certificates (the "Certificateholders" and,
together with the Noteholders, the
"Securityholders") as of the related Record
Date (which will be the [30th] day of the
preceding month if Definitive Certificates are
issued).

B. Certificate Rate ___% per annum (the "Certificate Rate").

C. Interest.......... On each Distribution Date, the Owner Trustee
will distribute pro rata to Certificateholders
accrued interest at the Certificate Rate on
the outstanding Certificate Balance generally
to the extent of funds available following
payment of the Servicing Fee and distributions
in respect of interest on the Notes from the
Total Distribution Amount and the Reserve
Account. Interest will be calculated on the
basis of a 360-day year consisting of twelve
30-day months. Interest in respect of a
Distribution Date will accrue from the Closing
Date (in the case of the first Distribution
Date) and thereafter from the preceding
Distribution Date to and including such
Distribution Date.

D. Principal......... No distributions of principal on the
Certificates will be made until all of the
Notes have been paid in full. On each
Distribution Date commencing on the
Distribution Date on which the Class A-2 Notes
are paid in full, principal of the
Certificates will be payable in an amount
generally equal to the Certificateholders'
Principal Distributable Amount for the
Collection Period preceding such Distribution
Date, to the extent of funds available
therefor following payment of the Servicing
Fee, payments of interest and principal, if
any, due in respect of the Notes and the
distribution of interest in respect of the
Certificates.

The outstanding principal amount, if any, of the
Certificates will be payable in full on the
__________ Distribution Date (the "Certificate
Final Scheduled Distribution Date").

E. Optional Prepayment If the Pool Balance as of the last day of a
Collection Period has declined to 5% or less
of the Original Pool Balance, the Seller or
Servicer may purchase all remaining Trust
Property on any Distribution Date occurring in
a subsequent Collection Period at a purchase
price equal to the aggregate of the Purchase
Amounts of the remaining Receivables (other
than Defaulted Receivables), which would result
in a prepayment of the Certificates. See
"Description of the Certificates-Optional
Prepayment."

Advances.............. On or prior to the Business Day preceding each
Distribution Date (the "Deposit Date"), the
Servicer will advance (an "Advance") in an
amount equal to the lesser of (a) the excess,
if any, of the amount of interest that would
be expected to be received on the Receivables
(other than Non-Advance Receivables) during
the related Collection Period over the actual
interest collected by the Servicer during such
Collection Period minus unreimbursed prior
Advances and (b) the amount (if any) by which
the sum of any unpaid Servicing Fees for the
related Collection Period and prior Collection
Periods and the amount of interest
distributable to the Securityholders on the
following Distribution Date exceeds the actual
interest collected by the Servicer during the
related Collection Period minus unreimbursed
prior Advances, subject to certain limitations
described below. The Servicer will be entitled
to be reimbursed for outstanding Advances on
the Distribution Date in the following month
to the extent of interest collections for such
Distribution Date and, to the extent such
collections are insufficient, to the extent of
funds in the Reserve Account. The Servicer
will be obligated to make such an Advance
except to the extent that the Servicer
reasonably determines that the Advance is
unlikely to be recoverable from the following
month's collections of interest and the funds
in the Reserve Account. See "Description of
the Transfer and Servicing Agreements-Advances."

Reserve Account....... A reserve account (the "Reserve Account") will
be created with an initial deposit by the
Seller of cash or certain investments having a
value of at least $________ (the "Reserve
Account Deposit"). In addition, on each
Distribution Date, any amounts on deposit in
the Collection Account with respect to the
preceding Collection Period after payments to
the Certificateholders and the Servicer have
been made will be deposited into the Reserve
Account until the amount of the Reserve
Account is equal to the Specified Reserve
Account Balance.

On or prior to each Deposit Date, the Indenture
Trustee will withdraw funds from the Reserve
Account, to the extent of the funds therein
(exclusive of investment earnings), (a) to the
extent required to reimburse the Servicer for
Outstanding Advances and (b) to the extent (i)
the sum of the amounts required to be
distributed to Certificateholders and the
Servicer on the related Distribution Date
exceeds (ii) the amount on deposit in the
Collection Account with respect to the
preceding Collection Period (net of investment
income). If the amount in the Reserve Account
is reduced to zero, Certificateholders will
bear the credit and other risks associated
with ownership of the Receivables, including
the risk that the Trust may not have a
perfected security interest in the Financed
Vehicles. See "Risk Factors" herein and in
the Prospectus, "Description of the
Certificates-The Reserve Account"; and
"Certain Legal Aspects of the Receivables" in
the Prospectus.

Prepayment Considerations The weighted average life of the Securities may
be reduced by full or partial prepayments on
the Receivables. The Receivables are
prepayable at any time. Prepayments may also
result from liquidations due to default, the
receipt of monthly installments earlier than
the scheduled due dates for such installments,
the receipt of proceeds from credit life,
disability, theft or physical damage
insurance, repurchases by the Seller as a
result of certain uncured breaches of the
warranties made by it in the Sale and
Servicing Agreement with respect to the
Receivables, purchases by the Servicer as a
result of certain uncured breaches of the
covenants made by it in the Sale and Servicing
Agreement with respect to the Receivables, or
the Seller or Servicer exercising its optional
purchase right. The rate of prepayments on the
Receivables may be influenced by a variety of
economic, social, and other factors, including
decreases in interest rates and the fact that
the Obligor may not sell or transfer the
Financed Vehicle securing a Receivable without
the consent of the applicable Affiliate.
No prediction can be made as to the actual
prepayment rates which will be experienced on
the Receivables. If prepayments were to occur
after a decline in interest rates, investors
seeking to reinvest their funds might be
required to invest at a return lower than the
applicable Interest Rate or the Certificate
Rate, as the case may be. Security Owners
will bear all reinvestment risk resulting from
prepayment of the Receivables. See "Risk
Factors-Prepayment Considerations" and
"Weighted Average Life of the Securities" in
the Prospectus and "Weighted Average Life of
the Securities" herein.

Tax Status............ In the opinion of Mayer, Brown & Platt, for
federal income tax purposes, the Notes will be
characterized as debt, and the Trust will not
be characterized as an association (or a
publicly traded partnership) taxable as a
corporation. In the opinion of _____________,
____________ tax counsel to the Trust, the
same characterizations would apply for
____________ income tax purposes as for
federal income tax purposes. Each Noteholder,
by the acceptance of a Note, will agree to
treat the Notes as indebtedness, and each
Certificateholder, by the acceptance of a
Certificate, will agree to treat the Trust as
a partnership in which the Certificateholders
are partners for federal, state and local
income tax purposes. Alternative
characterizations of the Trust and the
Certificates are possible, but would not
result in materially adverse tax consequences
to Certificateholders. See "Federal
Income Tax Consequences" and "Certain State
Tax Consequences" in the Prospectus for
additional information concerning the
application of federal and state tax laws to
the Trust and the Securities.

ERISA Considerations... Subject to the considerations discussed under
"ERISA Considerations" herein and in the
Prospectus, the Notes are eligible for
purchase by employee benefit plans.

The Certificates may not be acquired with the
assets of any employee benefit plan subject to
the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of
the Internal Revenue Code of 1986, as amended
(the "Code"), or with the assets of an
individual retirement account. See "ERISA
Considerations" herein and in the Prospectus.

Legal Investment...... The Class A-1 Notes will be eligible securities
for purchase by money market funds under
paragraph (a)(5) of Rule 2a-7 under the
Investment Company Act of 1940, as amended.

Risk Factors.......... See "Risk Factors" herein and in the Prospectus
for a discussion of certain factors that
potential investors should consider in
determining whether to invest in the Securities.

Rating of the Notes... It is a condition to the issuance of the Notes
that the Class A-1 Notes be rated in the
highest short-term rating category and that
the Class A-2 Notes be rated in the highest
long-term rating category by at least two
nationally recognized rating agencies (the
"Rating Agencies"). There can be no assurance
that a rating will not be lowered or withdrawn
by a Rating Agency if circumstances so
warrant. See "Risk Factors-Ratings of the
Securities" herein and in the Prospectus.

Rating of the
Certificates ....... It is a condition to the issuance of the
Certificates that they be rated at least "A"
or its equivalent by at least two nationally
recognized rating agencies. There can be no
assurance that a rating will not be lowered or
withdrawn by a rating agency if circumstances
so warrant. See "Risk Factors-Ratings of the
Securities" in the Prospectus.

RISK FACTORS

Geographic Concentration

Economic conditions in states where Obligors reside may affect
the delinquency, loan loss and repossession experience of the Trust with
respect to the Receivables. As of the Cutoff Date, the mailing addresses
of Obligors with respect to approximately __% by principal balance of the
Receivables were located in ____________, and the mailing addresses of
Obligors with respect to approximately __% by principal balance of the
Receivables were located in ____________ and ________________ collectively.
See "The Receivables Pool."

Subordination

Distributions of interest and principal on the Certificates
will be subordinated in priority of payment to interest and principal due
on the Class A-1 Notes and Class A-2 Notes. Consequently, the
Certificateholders will not receive any distributions with respect to a
Collection Period until the full amount of interest on and principal of the
Notes on such Distribution Date has been deposited in the Note Distribution
Account. The Certificateholders will not receive any distributions of
principal until the Distribution Date on which the Class A-2 Notes were
paid in full. However, upon the occurrence and during the continuation of
an Event of Default which has resulted in an acceleration of the Notes,
distributions of the amounts on the Certificates will be subordinated in
priority of payment to payment in full of principal of the Notes.

If an Event of Default occurs, the Indenture Trustee or the
holders of a majority of the aggregate principal amount of all the Notes
may declare the principal of the Notes to be immediately due and payable,
and the Indenture Trustee may institute or be required to institute
proceedings to collect amounts due or exercise its remedies as a secured
party (including foreclosure or sale of the Receivables). In the event of
a sale of Receivables by the Indenture Trustee following an Event of
Default, there is no assurance that the proceeds of such sale will be equal
to or greater than the aggregate outstanding principal amount of the Notes
and the Certificate Balance plus accrued interest. Because neither
interest nor principal is distributed to Certificateholders upon sale of
the Receivables following an Event of Default and acceleration of the Notes
under the Indenture until all the Notes have been paid in full, the
interests of Noteholders and the Certificateholders may conflict, and the
exercise by the Indenture Trustee of its right to sell the Receivables or
exercise other remedies under the Indenture and applicable law may cause
the Certificateholders to suffer a loss of all or part of their investment.
See "Description of the Notes-The Indenture-Events of Default; Rights upon
Event of Default" and "Description of the Transfer and Servicing
Agreements-Insolvency Event" in the Prospectus.

In general, the Seller may, and in certain circumstances the
Certificateholders may, direct the Owner Trustee in the administration of
the Trust. However, because the Trust has pledged the property of the
Trust to the Indenture Trustee to secure the payment of the Notes,
including in such pledge certain rights of the Trust under the Sale and
Servicing Agreement, the Indenture Trustee and not the Seller or the
Certificateholders has the power to direct the Trust to take certain
actions in connection with the administration of the property of the Trust
until the Notes have been paid in full and the lien of the Indenture has
been released. In addition, the Seller and Certificateholders are not
allowed to direct the Owner Trustee to take any action which conflicts with
the provisions of any of the Sale and Servicing Agreement, the Trust
Agreement or the Indenture (together the "Basic Documents"). The Indenture
specifically prohibits the Issuer from taking any action which would impair
the Indenture Trustee's security interest in the Trust and generally
requires the Owner Trustee to obtain the consent of the Indenture Trustee
or the holders of a majority of the aggregate principal amount of the Notes
before modifying, amending, supplementing, waiving or terminating any Basic
Document or any provision of any Basic Document. Therefore, until the
Notes have been paid in full, the ability to direct the Trust with respect
to certain actions permitted to be taken by it under the Basic Documents
rests with the Indenture Trustee and the Noteholders instead of the Seller
or the Certificateholders.

If an Event of Servicing Termination were to occur, the holders
of a majority of the outstanding principal amount of the Notes, the
Indenture Trustee acting on behalf of the Noteholders, or the Owner Trustee
and not the Seller or the Certificateholders, would have the right to
terminate the Servicer as the servicer of the Receivables without
consideration of the effect such termination would have on
Certificateholders. In addition, the holders of not less than a majority
of the outstanding principal amount of the Notes would have the right to
waive certain Events of Servicing Termination, without consideration of the
effect such waiver would have on Certificateholders. See "Description of
the Transfer and Servicing Agreements-Events of Servicing Termination" and
"-Rights upon Event of Servicing Termination" in the Prospectus.

Limited Assets

The Trust will not have, nor is it permitted or expected to
have, any significant assets or sources of funds other than the Receivables
and the Reserve Account. Holders of the Notes and the Certificates must
rely for repayment upon payments on the Receivables and, if and to the
extent available, amounts on deposit in the Reserve Account. Similarly,
although funds in the Reserve Account will be available on each
Distribution Date to cover shortfalls in distributions of interest and
principal on the Notes and the Certificates, amounts to be deposited in the
Reserve Account are limited in amount. If the Reserve Account is
exhausted, the Trust will depend solely on current distributions on the
Receivables to make payments on the Notes and the Certificates.

Amounts on deposit in the Reserve Account will be available
on any Distribution Date first to cover shortfalls in reimbursement of
outstanding Advances and payment of Servicing Fees to the Servicer, then
shortfalls in distributions of interest on the Notes then shortfalls in
distributions of interest on Certificates. After distributions of interest
on the Certificates have been made, the remaining amounts on deposit in the
Reserve Account will be available first to cover shortfalls in
distributions of principal on the Notes and then shortfalls in
distributions of principal on the Certificates. If the Reserve Account is
exhausted, the Trust will depend solely on payments on the Receivables to
make distributions on the Securities, and Securityholders will bear the
risk of delinquency, loan losses and repossessions with respect to the
Receivables. There can be no assurance that the future delinquency, loan
loss and repossession experience of the Trust with respect to the
Receivables will be better or worse than that set forth herein with respect
to the portfolio of Motor Vehicle Loans serviced by the Servicer. Any amounts
released from the Reserve Account to the Seller will not be available to the
Securityholders. See "The Receivables Pool-Pool Composition" and
"Delinquency and Net Losses" herein and "The Receivables Pools" in the
Prospectus and "Description of the Transfer and Servicing
Agreements-Subordination of Certificateholders; Reserve Account" and
"-Distributions" herein.

Maturity and Prepayment Considerations

The Certificates will not receive any principal payments until
the Notes have been paid in full. In addition, no principal payments on
the Certificates will be made until the Distribution Date on which the
Notes are paid in full. As the rate of payment of principal of the Notes
and the Certificates depends on the rate of payment (including prepayments)
of the principal balance of the Receivables, final payment of the Notes and
the final distribution in respect of the Certificates could occur
significantly earlier than the applicable Final Scheduled Distribution
Date. It is expected that final payment of the Notes and the final
distribution in respect of the Certificates will occur on or prior to the
applicable Final Scheduled Distribution Date. However, if sufficient funds
are not available to pay the Notes or the Certificates in full on or prior
to the applicable Final Scheduled Distribution Date, final payment of the
Notes and the final distribution in respect of the Certificates could occur
later than such date. See "Weighted Average Life of the Securities" herein
and in the Prospectus.

Ratings of the Securities

It is a condition to the issuance of the Notes and of the
Certificates that the Class A-1 Notes be rated in the highest short-term
rating category and that the Class A-2 Notes be rated in the highest
long-term rating category, and that the Certificates be rated at least "A"
or its equivalent, by at least two nationally recognized rating agencies.
A rating is not a recommendation to purchase, hold or sell Securities,
inasmuch as such rating does not comment as to market price or suitability
for a particular investor. The ratings of the Securities address the
likelihood of the payment of principal and interest on the Securities
pursuant to their terms. There can be no assurance that a rating will
remain for any given period of time or that a rating will not be lowered or
withdrawn entirely by a Rating Agency if in its judgment circumstances in
the future so warrant.

THE TRUST

General

The Issuer, Norwest Auto Trust 199_-_, is a business trust
formed under the laws of the State of Delaware pursuant to the Trust
Agreement for the transactions described in this Prospectus Supplement.
After its formation, the Trust will not engage in any activity other than
(a) acquiring, holding and managing the Receivables and the other assets of
the Trust and proceeds therefrom, (b) from time to time prior to the
Closing Date, issuing indebtedness or other securities to finance its
purchase of the Receivables and such other assets and, on and after the
Closing Date, issuing the Notes and the Certificates to finance such
assets, (c) making payments on the indebtedness and other securities and
the Notes and the Certificates issued by it, and (d) engaging in other
activities that are necessary, suitable or convenient to accomplish the
foregoing or are incidental thereto or connected therewith.

At the time the Notes and Certificates are issued, the Trust
will be capitalized with equity in an amount equal to the Certificate
Balance of $__________, excluding amounts deposited in the Reserve Account.
On the Closing Date, Certificates with an original principal balance of
$______________ will be sold to the Seller, and the remaining equity
interest will be sold to third party investors that are expected to be
unaffiliated with the Seller, the Servicer or their affiliates or the
Trust. The equity of the Trust, together with the net proceeds from the
sale of the Notes, will be used by the Trust to purchase the Receivables
from the Seller pursuant to the Sale and Servicing Agreement or to
repayment of any related Warehouse Financing.

If the protection provided to the investment of the
Securityholders by the Reserve Account is insufficient, the Trust will look
only to the Obligors on the Receivables, the proceeds from the repossession
and sale of Financed Vehicles which secure defaulted Receivables and the
proceeds from any Dealer Recourse. In such event, certain factors, such
as the Trust's not having first priority perfected security interests in
some of the Financed Vehicles, may affect the Trust's ability to realize on
the collateral securing the Receivables, and thus may reduce the proceeds
to be distributed to Securityholders with respect to the Securities. See
"Description of the Transfer and Servicing Agreements-Distributions" and
"-Reserve Account" and "Certain Legal Aspects of the Receivables" in the
Prospectus.

The Trust's principal offices are in Delaware, in care of
__________________, as Owner Trustee, at the address listed below under
"-The Owner Trustee".

Capitalization of the Trust

The following table illustrates the capitalization of the
Trust as of the Closing Date, as if the issuance and sale of the Notes and
the Certificates have taken place on such date:

Class A-1 __% Money Market Asset Backed Notes. . . $___________
Class A-2 __% Asset Backed Notes . . . . . . . . . ___________
__% Asset Backed Certificates. . . . . . . . . . . ___________

Total. . . . . . . . . . . . . . . . . . . . . . . $
===========

The Owner Trustee

_______________ is the Owner Trustee under the Trust Agreement.
_____________ is a __________________ and its principal offices are located
at _____________________. The Seller and its affiliates may maintain
normal commercial banking relations with the Owner Trustee and its
affiliates.

THE RECEIVABLES POOL

The pool of Receivables (the "Receivables Pool") will consist of
Receivables purchased as of the Cutoff Date. The Receivables have been
selected from the portfolio of each Affiliate for inclusion in the Receivables
Pool by several criteria, some of which are set forth in the Prospectus under
"The Receivables Pool," as well as the requirement that each Receivable (a)
has an outstanding principal balance of at least $_____, (b) as of the Cutoff
Date, was not more than 30 days past due, (c) has a scheduled maturity not
later than six months before the Final Scheduled Maturity Date, and (d) has
an original term to maturity of not more than ___ months. No selection
procedures believed by any Affiliate to be adverse to the Certificateholders
were used in selecting the Receivables. Approximately ___% of the aggregate
principal balance of Receivables as of the Cutoff Date constituted Acquired
Receivables.

Pool Composition

Set forth in the following tables is information concerning
the composition, distribution by APR and the geographic distribution of the
Receivables to be conveyed by the Seller to the Trust as of the Cutoff
Date.

- -------------------------------------------------------------------------------------------------------
Composition of the Receivables
as of the Cutoff Date(1)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Weighted Aggregate
Average APR Principal Number of Weighted Average Weighted Average Average
of Receivables Balance Receivables Remaining Term Original Term Principal Balance
- --------------- ---------- ----------- ---------------- ---------------- -----------------
% $ months months $

- --------------------------------
<FN>
(1) The figures are summations or weighted averages of the Receivables
transferred to the Trust as of the Cutoff Date.

- -------------------------------------------------------------------------------------------
Distribution by APR of the Receivables
as of the Cutoff Date(1)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Percentage of
Number of Aggregate Principal Aggregate Principal
APR Range Receivables Balance Balance(2)
- ---------- ------------ ------------------- -------------------
(Dollars in Thousands)
$ %

- -----------------------------
<FN>
(1) The figures are summations or weighted averages of the Receivables
transferred as of the Cutoff Date.
(2) Percentages may not add to 100% because of rounding.

Approximately ___% of the aggregate principal balance of the Receivables,
constituting ___% of the number of such Receivables, as of the Cutoff Date
represented financing of new vehicles and the remainder represented
financing of used vehicles.
</TABLE>
<PAGE>

Geographic Distribution of the Receivables Pool
as of the Initial Cutoff Date(1)

Percent of
Aggregate
Loan
State Value
----- ----------

___________________ _.__%
___________________ _.__%
___________________ _.__%

________________________________
[FN]
(1) No more than __% of the aggregate principal balance of the Receivables
as of the Cutoff Date were originated by Motor Vehicle Loans made to
Obligors that currently reside in any state other than ________________
or __________________.

Delinquencies and Net Losses

<TABLE>
<CAPTION>
Delinquency Experience(1)

At December 31,
-----------------------------------------------------
1995 1994 1993 1992 1991
--------------- --------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Dollar Percent Dollar Percent Dollar Percent Dollar Percent Dollar Percent
------- ------- ------- ------- ------ ------- ------ ------- ------ -------
(Dollars in Millions)
Amount of Motor Vehicle
Loans Outstanding.....

Period of Delinquency:

31-60 days..........

60-91 days..........

over 90 days........

Repossessions.........

Total.................

Delinquencies...........

- ----------------------
<FN>
(1) All amounts and percentages are based on the gross amount scheduled to
be paid on each Motor Vehicle Loan, including unearned finance and other
charges.

<PAGE>
<CAPTION>
Historical Net Loss Experience

Year Ended December 31,
------------------------------------------
<S> <C> <C> <C> <C> <C>
1995 1994 1993 1992 1991
----- ----- ----- ----- -----
(Dollars in Thousands)

Principal Amount of Motor Vehicle Loans
Outstanding(1).......................................

Average Principal Amount of Motor Vehicle
Loans Outstanding....................................

Number of Motor Vehicle Loans Outstanding............

Average Number of Motor Vehicle Loans Outstanding....

Net Losses(2)........................................

Net Losses as a Percent of Principal Amount
Outstanding(2).......................................

Net Losses as a Percent of Average Principal Amount
Outstanding(2).......................................

<FN>
(1) Amount represents net principal amounts of Motor Vehicle Loans
outstanding.

</TABLE>

Delinquencies and net charge-offs are affected by a number of
social, economic and other factors, and there can be no assurance as to the
level of future total delinquencies or the severity of future net
charge-offs. As a result, the delinquency and net charge-off experience of
the Receivables may differ from those shown in the tables.

THE SELLER, THE SERVICER AND NORWEST CORPORATION

Information regarding the Seller is set forth under "The Seller"
in the Prospectus and information regarding the Servicer is set forth under
"The Bank" in the Prospectus. Norwest Corporation operates through
subsidiaries engaged in banking and a variety of related businesses. Norwest
Corporation provides retail, commercial and corporate banking services to
customers through banks in 16 states and provides additional financial
services to its customers through subsidiaries engaged in various businesses,
principally mortgage banking, consumer finance, equipment leasing,
agricultural finance, commercial finance, securities brokerage and investment
banking, insurance agency services, computer and data processing services,
trust services, mortgage backed securities servicing, and venture capital
investment. As of March 31, 1996, Norwest Corporation had consolidated total
assets of $73.9 billion, total deposits of $43.1 billion, and total
stockholders' equity of $5.4 billion. Based on total assets as of March 31,
1996, Norwest Corporation was the eleventh largest commercial banking
organization in the United States. [Norwest Corporation has agreed to
guaranty the performance by the Seller of its repurchase obligation with
respect to Receivables for which there has been an uncured breach of any
representation or warranty that materially and adversely affects the
interests of the Trust in such Receivables. See "Description of the Transfer
and Servicing Agreements--Sale and Assignment of Receivables" in the
Prospectus.]

WEIGHTED AVERAGE LIFE OF THE SECURITIES

Information regarding certain maturity and prepayment
considerations with respect to the Securities is set forth under "Weighted
Average Life of Securities" in the Prospectus. No principal payments will
be made on the Class A-2 Notes until all Class A-1 Notes have been paid in
full. In addition, no principal payments on the Certificates will be made
until all of the Notes have been paid in full. See "Description of the
Notes-Payments of Principal" and "Description of the
Certificates-Distributions of Principal Payments." As the rate of payment
of principal of each class of Notes and the Certificates depends primarily
on the rate of payment (including prepayments) of the principal balance of
the Receivables, final payment of any class of the Notes and the final
distribution in respect of the Certificates could occur significantly
earlier than the respective Final Scheduled Distribution Dates. It is
expected that final payment of the Notes and the final distribution in
respect of the Certificates will occur on or prior to the applicable Final
Scheduled Distribution Date. However, if sufficient funds are not
available to pay the Notes or the Certificates in full on or prior to the
applicable Final Scheduled Distribution Date, final payment of the Notes
and the final distribution in respect of the Certificates could occur later
than such date.

Loan extensions, deferrals or modifications may have the effect
of increasing the weighted average life of the Notes and Certificates.
Consistent with its customary servicing practices and procedures, the
Servicer may, in its discretion and on a case-by-case basis, arrange with
Obligors to extend or modify the terms of Receivables. Any such extension
or modification will have the effect of extending the weighted average life
of the Certificates. However, the Servicer will not be permitted to grant
any such extension or modification if as a result the final scheduled
payment on a Receivable would fall after the Final Scheduled Maturity Date,
unless the Servicer repurchases such Receivable. Securityholders will bear
the risk of being able to reinvest principal payments on the Securities at
yields at least equal to the yields on their respective Securities.

Prepayments on motor vehicle receivables can be measured relative
to a prepayment standard or model. The model used in this Prospectus
Supplement, the Absolute Prepayment Model ("ABS"), represents an assumed
rate of prepayment each month relative to the original number of
receivables in a pool of receivables. ABS further assumes that all the
receivables are the same size and amortize at the same rate and that each
receivable in each month of its life will either be paid as scheduled or be
prepaid in full. For example, in a pool of receivables originally
containing 10,000 receivables, a 1% ABS rate means that 100 receivables
prepay each month. ABS does not purport to be an historical description of
prepayment experience or a prediction of the anticipated rate of prepayment
of any pool of receivables, including the Receivables.

As the rate of payment of principal with respect of the Securities
will depend on the rate of payment (including prepayments) of the principal
balance of the Receivables, final payment of any class of Notes could occur
significantly earlier than the Class A-1 or Class A-2 Final Scheduled
Distribution Date, as applicable. The final distribution in respect of the
Certificates also could occur prior to the Certificate Final Scheduled
Distribution Date. Reinvestment risk associated with early payment of the
Notes and the Certificates will be borne exclusively by the Noteholders and
the Certificateholders, respectively.

The table captioned "Percent of Initial Note Principal Balance or
Initial Certificate Balance at Various ABS Percentages" (the "ABS Table")
has been prepared on the basis of the characteristics of the Receivables.
The ABS Table assumes that (a) the Receivables prepay in full at the
specified constant percentage of ABS monthly, with no defaults, losses or
repurchases, (b) each scheduled monthly payment on the Receivables is made
on the last day of each month and each month has 30 days, (c) payments on
the Notes and distributions on the Certificates are made on each
Distribution Date (and each such date is assumed to be the 15th day of each
applicable month), (d) the balance in the Reserve Account on each
Distribution Date is equal to the Specified Reserve Account Balance, and
(e) the Seller or Servicer does not exercise its option to purchase the
Receivables. The pool has an assumed cutoff date of the Cutoff Date. The
ABS Table indicates the projected weighted average life of each class of Notes
and the Certificates and sets forth the percent of the initial principal
amount of each class of Notes and the percent of the initial Certificate
Balance that is projected to be outstanding after each of the Distribution
Dates shown at various constant ABS percentages.

The actual characteristics and performance of the Receivables
will differ from the assumptions used in constructing the ABS Table. The
assumptions used are hypothetical and have been provided only to give a
general sense of how the principal cash flows might behave under varying
prepayment scenarios. For example, it is very unlikely that the
Receivables will prepay at a constant level of ABS until maturity or that
all of the Receivables will prepay at the same level of ABS. Moreover, the
diverse terms of Receivables within each of the four hypothetical pools
could produce slower or faster principal distributions than indicated in
the ABS Table at the various constant percentages of ABS specified, even if
the original and remaining terms to maturity of the Receivables are as
assumed. Any difference between such assumptions and the actual
characteristics and performance of the Receivables, or actual prepayment
experience, will affect the percentages of initial balances outstanding
over time and the weighted average lives of each class of Notes and the
Certificates.
<PAGE>
<TABLE>
<CAPTION>

Percent of Initial Note Principal Balance at Various ABS Percentages

Class A-1 Notes Class A-2 Notes
------------------------ ------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Distribution Date 0.5% 1.0% 1.2% 1.5% 0.5% 1.0% 1.2% 1.5%
- ------------------- ---- ---- ---- ---- ---- ---- ---- ----

Closing Date......

April 1996........

May 1996..........

June 1996.........

July 1996.........

August 1996.......

September 1996....

October 1996......

November 1996.....

December 1996.....

January 1997......

February 1997.....

March 1997........

April 1997........

Weighted Average Life
(years)(1)......
_______________________
<FN>
(1) The weighted average life of a Class A-1 Note or Class A-2 Note is
determined by (a) multiplying the amount of each principal payment of
such Note by the number of years from the date of the issuance of
such Note to the related Distribution Date, (b) adding the results
and (c) dividing the sum by the related initial principal amount of
such Note.
</TABLE>
<PAGE>
The ABS Table have been prepared based on the assumptions described above
(including the assumptions regarding the characteristics and performance of
the Receivables which will differ from the actual characteristics and
performance thereof) and should be read in conjunction therewith.

Percent of Initial Certificate Balance at Various ABS Percentages

Certificates
----------------------------
Distribution Date 0.5% 1.0% 1.2% 1.5%
- ----------------- ---- ---- ---- ----

Closing Date........................

April 1996..........................

May 1996............................

June 1996...........................

July 1996...........................

August 1996.........................

September 1996......................

October 1996........................

November 1996.......................

December 1996.......................

January 1997........................

February 1997.......................

March 1997..........................

April 1997..........................

Weighted Average Life (years)(1)....
_________________________
[FN]
(1) The weighted average life of a Certificate is determined by (a)
multiplying the amount of each distribution in respect of the
Certificate Balance of such Certificate by the number of years
from the date of the issuance of such Certificate to the related
Distribution Date, (b) adding the results and (c) dividing the
sum by the original Certificate Balance of such Certificate.

<PAGE>
The ABS Tables have been prepared based on the assumptions described above
(including the assumptions regarding the characteristics and performance of
the Receivables which will differ from the actual characteristics and
performance thereof) and should be read in conjunction therewith.

DESCRIPTION OF THE NOTES

General

The Notes will be issued pursuant to the Indenture, a form of
which has been filed as an exhibit to the Registration Statement. A copy
of the Indenture will be filed with the Commission following the issuance
of the Securities. The following summary describes certain terms of the
Notes and the Indenture. The summary does not purport to be complete and
is subject to, and is qualified in its entirety by reference to, all the
provisions of the Notes and the Indenture. Where particular provisions or
terms used in the Indenture are referred to, the actual provisions
(including definitions of terms) are incorporated by reference as part of
such summary. The following summary supplements the description of the
general terms and provisions of the Notes of any given series and the
related Indenture set forth in the Prospectus, to which description
reference is hereby made. _____________________ will be the Indenture
Trustee under the Indenture.

Payments of Interest

Each class of the Notes will constitute Fixed Rate Securities,
as such term is defined under "Certain Information Regarding the
Securities-Fixed Rate Securities" in the Prospectus. Interest on the
principal balances of the classes of the Notes will accrue at their
respective per annum Interest Rates and will be payable to the Noteholders
monthly on each Distribution Date, commencing ______, 199__. Interest on
the outstanding principal amount of the Notes will accrue at the applicable
Interest Rate for the applicable Interest Accrual Period. Interest
distributions due for any Distribution Date but not distributed on such
Distribution Date will be due on the next Distribution Date increased by an
amount equal to interest on such amount at the applicable Interest Rate (to
the extent lawful). Interest on the Notes will be calculated on the basis
of a 360-day year consisting of twelve 30-day months. Interest payments on
the Notes will generally be derived from the Total Distribution Amount
remaining after the payment of the Servicing Fee. See "Description of the
Transfer and Servicing Agreements-Distributions" and "-Reserve Account."

Interest payments to both classes of Noteholders will have the
same priority. Under certain circumstances, the amount available for
interest payments could be less than the amount of interest payable on the
Notes on any Distribution Date, in which case each class of Noteholders
will receive their ratable share (based upon the aggregate amount of
interest due to such class of Noteholders) of the aggregate amount
available to be distributed in respect of interest on the Notes.
<PAGE>
Payments of Principal

Principal payments will be made to the Noteholders on each
Distribution Date in an amount generally equal to the Noteholders'
Principal Distributable Amount. Principal payments on the Notes will
generally be derived from the Total Distribution Amount remaining after the
payment of the Servicing Fee and the Noteholders' Interest Distributable
Amount. See "Description of the Transfer and Servicing
Agreements-Distributions" and "-Reserve Account."

On the Business Day immediately preceding each Distribution
Date (a "Determination Date"), the Indenture Trustee shall determine the
amount in the Collection Account allocable to interest and the amount
allocable to principal.

On each Distribution Date, principal payments on the Notes
will be applied in the following order of priority: (a) to the principal
balance of the Class A-1 Notes until the principal balance of the Class A-1
Notes is reduced to zero; and (b) to the principal balance of the Class A-2
Notes until the principal balance of the Class A-2 Notes is reduced to
zero. The principal balance of the Class A-1 Notes, to the extent not
previously paid, will be due on the Class A-1 Final Scheduled Distribution
Date and the principal balance of the Class A-2 Notes, to the extent not
previously paid, will be due on the Class A-2 Final Scheduled Distribution
Date. The actual date on which the aggregate outstanding principal amount
of either class of Notes is paid may be earlier than the respective final
scheduled Distribution Dates set forth above based on a variety of factors,
including those described under "Weighted Average Life of the Securities"
herein and in the Prospectus.

Optional Redemption

On any Distribution Date after the Class A-1 Notes have been
paid in full, the Class A-2 Notes will be redeemed in whole, but not in
part, if the Seller or Servicer exercises its option to purchase the
Receivables. The Seller or Servicer may purchase the Receivables when the
Pool Balance shall have declined to 5% or less of the Original Pool Balance,
as described in the Prospectus under "Description of the Transfer and
Servicing Agreements-Termination". The redemption price will be equal to the
unpaid principal amount of the Class A-2 Notes plus accrued and unpaid
interest thereon.

DESCRIPTION OF THE CERTIFICATES

General

The Certificates will be issued pursuant to the Trust Agreement,
a form of which has been filed as an exhibit to the Registration Statement.
A copy of the Trust Agreement will be filed with the Commission following
the issuance of the Securities. The following summary describes certain
terms of the Certificates and the Trust Agreement. The summary does not
purport to be complete and is subject to, and qualified in its entirety by
reference to, all the provisions of the Certificates and the Trust
Agreement. The following summary supplements the description of the
general terms and provisions of the Certificates of any given series and
the related Trust Agreement set forth in the Prospectus, to which
description reference is hereby made.

Distribution of Interest Income

On each Distribution Date, commencing _______, 199__, the
Certificateholders will be entitled to distributions in an amount equal to
the amount of interest that would accrue on the Certificate Balance at the
Certificate Rate. The Certificates will constitute Fixed Rate Securities,
as such term is defined under "Certain Information Regarding the
Securities-Fixed Rate Securities" in the Prospectus. Interest in respect
of a Distribution Date will accrue from the Closing Date (in the case of
the First Distribution Date) and thereafter, from the [15th] day of the
month preceding the month of the Distribution Date to and including the ___
day of the month of such Distribution Date. Interest distributions due for
any Distribution Date but not distributed on such Distribution Date will be
due on the next Distribution Date increased by an amount equal to interest
on such amount at the Certificate Rate (to the extent lawful). Interest
distributions with respect to the Certificates will generally be funded
from the portion of the Total Distribution Amount and the funds in the
Reserve Account remaining after the distribution of the Servicing Fee and
the Noteholders' Interest Distributable Amount. See "Description of the
Transfer and Servicing Agreements-Distributions" and "-Reserve Account."

Distributions of Principal Payments

Certificateholders will be entitled to distributions of
principal on each Distribution Date, commencing with the Distribution Date
on which the Notes are paid in full, in an amount generally equal to the
Principal Distribution Amount (less on the Distribution Date on which the
Notes are paid in full, the portion thereof payable on the Notes).
Distributions with respect to principal payments will generally be funded
from the portion of the Total Distribution Amount remaining after the
distribution of the Servicing Fee, the Noteholders' Distributable Amount
(on the Distribution Date on which the Notes are paid in full) and the
Certificateholders' Interest Distributable Amount. See "Description of the
Transfer and Servicing Agreements-Distributions" and "-Reserve Account".

Optional Prepayment

If the Seller or Servicer exercises its option to purchase the
Receivables when the Pool Balance declines to 5% or less of the Original Pool
Balance, the Seller or Servicer may purchase all remaining Trust Property on
any Distribution Date occurring in a subsequent Collection Period at a purchase
price equal to the aggregate of the Purchase Amounts of the remaining
Receivables (other than Defaulted Receivables), which purchases would result
in a prepayment of the Certificates. The proceeds from any such purchase
would first be applied to any unpaid principal amount on the Class A-2
Notes and accrued interest thereon and then to the Certificates and accrued
interest thereon. See "Description of the Transfer and Servicing
Agreements-Termination" in the Prospectus.

DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS

The following summary describes certain terms of the Sale and
Servicing Agreement and the Trust Agreement (collectively, the "Transfer
and Servicing Agreements"). Forms of the Transfer and Servicing Agreements
have been filed as exhibits to the Registration Statement. A copy of the
Sale and Servicing Agreement will be filed with the Commission following
the issuance of the Securities. The summary does not purport to be
complete and is subject to, and qualified in its entirety by reference to,
all the provisions of the Transfer and Servicing Agreements. The following
summary supplements the description of the general terms and provisions of
the Transfer and Servicing Agreements set forth in the Prospectus, to which
description reference is hereby made.

Accounts

Accounts referred to under "Description of the Transfer and
Servicing Agreements-Accounts" in the Prospectus, as well as the Reserve
Account, will be established by the Servicer and maintained in the name of
the Indenture Trustee on behalf of the Noteholders and the
Certificateholders. Amounts held from time to time in the Reserve Account
will be held for the benefit of Noteholders and Certificateholders. Funds
on deposit in the Reserve Account will be invested in Eligible Investments
selected by the Seller and, if permitted by the Rating Agencies, funds on
deposit in the Reserve Account may be invested in Eligible Investments that
mature later than the next Deposit Date. All investment earnings on funds
deposited in the Trust Accounts, net of losses and investment expenses,
will be distributed to the Servicer and will not be treated as Collections
on the Receivables or otherwise be available for Noteholders or
Certificateholders. Upon any distribution to the Servicer of amounts from
the Reserve Account, the Securityholders will not have any rights in, or
claims to, such amounts.

On each Deposit Date, prior to making any of the distributions
described above in "Deposits to the Distribution Accounts", Servicer shall
be reimbursed for all Outstanding Advances with respect to prior
Distribution Dates, to the extent of the Interest Collections for such
Distribution Date and, to the extent such Interest Collections are
insufficient, to the extent of the funds in the Reserve Account. On or
before each Distribution Date, funds in the amount of the Reserve Account
Transfer Amount for such Distribution Date will be withdrawn from the
Reserve Account and deposited in the Collection Account.

On each Deposit Date, the Trustee will withdraw funds from the
Reserve Account (a) to the extent required to make reimbursements of
Outstanding Advances (after application of Interest Collections for that
purpose) and (b) The Reserve Account Transfer Amount. Such excess may
result from, among other things, Receivables becoming Defaulted Receivables
or the failure by the Servicer to make any remittance required to be made
under the Agreement. The aggregate amount to be withdrawn from the Reserve
Account on any Deposit Date will not exceed the Available Reserve Amount
with respect to the related Distribution Date. The Trustee will deposit the
proceeds of such withdrawal into the Collection Account on or before the
Distribution Date with respect to which such withdrawal was made.

"Specified Reserve Account Balance" means, for (a) any
Distribution Date prior to the Distribution Date on which the outstanding
amount of the Class A-1 Notes has been paid in full, $__________ and (b)
any Distribution Date on or after the Distribution Date on which the
outstanding amount of the Class A-1 Notes has been paid in full the greater
of (i) ____% of the sum of the aggregate outstanding principal amount of
each class of Notes plus the outstanding Certificate Balance on such
Distribution Date (after giving effect to all payments on the Notes and
distributions with respect to the Certificates to be made on such
Distribution Date); or (ii) ___% of the sum of the aggregate initial
principal of the Notes plus the initial Certificate Balance except that, if
on any Distribution Date (x) the Average Net Loss Ratio exceeds ___% or (y)
the Average Delinquency Ratio for the three preceding Collection Periods
exceeds ___%, then the Specified Reserve Account Balance shall be an amount
equal to ___% of the sum of the aggregate outstanding principal amount of
each class of Notes and the aggregate outstanding principal amount of each
class of Notes and the aggregate outstanding Certificate Balance on such
Distribution Date (after giving effect to all payments on the Notes and
distributions with respect to the Certificates to be made on such
Distribution Date). The Specified Reserve Account Balance may be reduced
to a lesser amount as determined by the Seller so long as such reduction
does not cause either Rating Agency to withdraw or downgrade its rating of
the Certificates. The time necessary for the Reserve Account to reach and
maintain the Specified Reserve Account Balance at any time after the
Closing Date will be affected by the delinquency, credit loss, repossession
and prepayment experience of the Receivables and, therefore, cannot be
accurately predicted. Amounts on deposit in the Reserve Account will be
released to the Servicer on each Distribution Date to the extent that the
amount on deposit in the Reserve Account would exceed the Specified Reserve
Account Balance.

"Aggregate Net Losses" means, for any Collection
Period, the aggregate amount allocable to principal of all Receivables
newly designated during such Collection Period as Defaulted
Receivables minus all Liquidation Proceeds collected during such
Collection Period with respect to all Defaulted Receivables (whether
or not newly designated as such).

"Average Delinquency Ratio" means, as of any
Distribution Date, the average of the Delinquency Ratios for the
preceding three Collection Periods.

"Average Net Loss Ratio" means, as of any
Distribution Date, the average of the Net Loss Ratios for the
preceding three Collection Periods.

"Delinquency Ratio" means, for any Collection
Period, the ratio, expressed as a percentage, of (a) the principal
amount of all outstanding Receivables (other than Purchased
Receivables and Defaulted Receivables) which are ___ or more days
delinquent as of the end of such Collection Period, determined in
accordance with Servicer's customary practices, divided by (b) the
Pool Balance as of the last day of such Collection Period.

"Liquidation Proceeds" means, with respect to any
Receivable that has become a Defaulted Receivable, (a) insurance
proceeds received by the Servicer, with respect to insurance policies
relating to the Financed Vehicles or the Obligors any proceeds from
lender's single interest insurance policies to the extent not included
in collections distributable to Securityholders, (b) amounts received
by the Servicer in connection with such Defaulted Receivable pursuant
to the exercise of rights under the related Motor Vehicle Loan, and
(c) the monies collected by the Servicer (from whatever source,
including, but not limited to proceeds of a sale of a Financed Vehicle
or deficiency balance recovered after the charge-off of the related
Receivable) on such Defaulted Receivable, net of any expenses incurred
by the Servicer in connection therewith and any payments required by
law to be remitted to the Obligor.

"Reserve Account Transfer Amount" means, on any
Distribution Date, an amount equal to the lesser of (a) the amount of
cash or other immediately available funds on deposit in the Reserve
Account on such Distribution Date (before giving effect to any
withdrawals therefrom relating to such Distribution Date) or (b) the
amount, if any, by which (i) the sum of the Servicing Fee for the
related Collection Period and all accrued and unpaid Servicing Fees
for prior Collection Periods, the Noteholders' Interest Distributable
Amount, the Certificateholders' Interest Distributable Amount, the
Noteholders' Principal Distributable Amount and the
Certificateholders' Principal Distributable Amount for such
Distribution Date exceeds (ii) the sum of the Available Interest and
the Available Principal for such Distribution Date.

If funds in the Reserve Account are reduced to zero, the
Securityholders will bear the credit and other risks associated with
ownership of the Receivables. In such a case, the amount available for
distribution may be less than that described below, and the
Certificateholders may experience delays or suffer losses as a result,
among other things, of defaults or delinquencies by the Obligors or
previous extensions made by the Servicer.

Advances

On or prior to each Deposit Date, the Servicer will advance any
Interest Shortfall with respect to the related Distribution Date by
depositing the amount of such Interest Shortfall into the Collection
Account. The Servicer will be obligated to make such an Advance except to
the extent that the Servicer reasonably determines that the Advance is
unlikely to be recoverable as set forth below.

On each Distribution Date, prior to making any of the
distributions set forth in "-Distributions", the Servicer shall be
reimbursed for all Outstanding Advances with respect to prior Distribution
Dates, to the extent of the Interest Collections for such Distribution Date
and, to the extent such Interest Collections are insufficient, to the
extent of the funds in the Reserve Account. If it is acceptable to each
Rating Agency without a reduction in the rating of the Certificates, the
Outstanding Advances at the option of the Servicer may be paid at or as
soon as possible after the beginning of the related Collection Period out
of the first collections of interest received on the Receivables for such
Collection Period.

"APR" means, with respect to a Receivable, the rate
per annum of interest charged on the outstanding principal balance of
such Receivable.

"Defaulted Receivable" means, with respect to any
Collection Period, a Receivable (other than a Purchased Receivable)
which the Servicer has determined to charge off during such Collection
Period in accordance with its customary servicing practices; provided,
however, that any Receivable which the Seller or Servicer is obligated
to repurchase or purchase shall be deemed to have become a Defaulted
Receivable during a Collection Period if the Seller or Servicer fails
to deposit the Purchase Amount on the related Deposit Date when due.

"Expected Interest" means, with respect to any Distribution Date,
an amount equal to the sum of (a) with respect to all Simple Interest
Receivables, the product of (i) one-twelfth of the Weighted Average APR
for such Receivables for the related Collection Period multiplied by
(b) an amount equal to the aggregate Principal Balance of such
Receivables as of the first day of the related Collection Period minus
the sum of the Principal Balances of the Non-Advance Receivables that
are Simple Interest Receivables for such Distribution Date plus (b)
with respect to all Precomputed Receivables, that portion of the
collections on such Receivables received during the related Collection
Period that is allocable to interest in accordance with the Servicer's
customary procedures.

"Interest Collections" for a Distribution Date shall
mean the sum of the following amounts with respect to the related
Collection Period: (a) that portion of the Collections on the
Receivables received during the related Collection Period that is
allocable to interest in accordance with the Servicer's customary
procedures; (b) all Liquidation Proceeds received during such
Collection Period; and (c) all Purchase Amounts, to the extent
attributable to accrued interest, of all Receivables that are
repurchased by the Seller or purchased by the Servicer under an
obligation which arose during the related Collection Period.
"Interest Collections" for any Distribution Date shall exclude all
payments and proceeds of any Receivables the Purchase Amount of which
has been distributed on a prior Distribution Date.

"Interest Shortfall" means, with respect to any
Distribution Date, the lesser of (a) the amount (if any) by which the
Expected Interest for such Distribution Date exceeds the Net Interest
Collections for such Distribution Date and (b) the amount (if any) by
which the sum of the Servicing Fee for the related Collection Period
and all accrued and unpaid Servicing Fees for prior Collection
Periods, the Noteholders' Interest Distributable Amount and the
Certificateholders' Interest Distributable for such Distribution Date
exceeds the Net Interest Collections for such Distribution Date.

"Outstanding Advances" means, as of any date, all Advances
made by the Servicer with respect to prior Distribution Dates which
have not been reimbursed.

"Purchase Amount" means the amount, as of the close of
business on the last day of a Collection Period, required to prepay in
full the respective Receivable under the terms thereof including
interest at the APR to the end of the month of purchase.

"Purchased Receivable" means a Receivable purchased as of
the close of business on the last day of a Collection Period by the
Servicer or repurchased by the Seller pursuant to the Sale and
Servicing Agreement.

"Weighted Average APR" means, with respect to any Simple
Interest Receivables or any Precomputed Receivables during any
Collection Period, the weighted average of the APR of such Receivables
(excluding Non-Advance Receivables), weighted based on the Principal
Balance of each such Receivable as of the first day of such Collection
Period.

Servicing Compensation and Payment of Expenses

The Servicing Fee Rate shall be 1.0% per annum, calculated on
the basis of a 360-day year consisting of twelve 30-day months. The
Servicing Fee, with respect to any Distribution Date, will be an amount
equal to the product of (a) one-twelfth of the Servicing Fee Rate,
multiplied by (b) the Pool Balance as of the first day of the preceding
Collection Period. The Servicing Fee in respect of a Collection Period
(together with any portion of the Servicing Fee that remains unpaid from
prior Distribution Dates) may be paid at the beginning of such Collection
Period out of collections for such Collection Period. See "Description of
the Transfer and Servicing Agreements-Servicing Compensation and Payment of
Expenses" in the Prospectus.

The Servicer will also collect and retain any late fees,
extension fees, prepayment charges and certain non-sufficient funds charges
and other administrative fees or similar charges (the "Supplemental
Servicing Fee") allowed by applicable law with respect to the Receivables.
Payments by or on behalf of Obligors will be allocated to scheduled
payments and late fees and other charges in accordance with the Servicer's
normal practices and procedures. See "Description of the Transfer and
Servicing Agreements-Servicing Compensation and Payment of Expenses" in the
Prospectus.

Distributions

Deposits to Collection Account. On or before each Distribution
Date, the Servicer will cause all collections and other amounts
constituting the Total Distribution Amount to be deposited into the
Collection Account.

"Available Interest" means, with respect to any
Distribution Date, the excess of (a) the sum of (i) Interest
Collections for such Distribution Date and (ii) all Advances made by
Servicer with respect to such Distribution Date, over (b) the amount
of Outstanding Advances to be reimbursed on or with respect to such
Distribution Date.

"Available Principal" for a Distribution Date means the sum
of the following amounts with respect to the preceding Collection
Period: (a) that portion of all Collections received during such
Collection Period and allocable to principal in accordance with
Servicer's customary servicing procedures; and (b) to the extent
attributable to principal, the Purchase Amount received with respect
to each Receivable repurchased by Seller or purchased by Servicer
under an obligation which arose during the related Collection Period.
"Available Principal" on any Distribution Date shall exclude all
payments and proceeds of any Receivables the Purchase Amount of which
has been distributed on a prior Distribution Date.

"Certificate Balance" equals, initially, $___________ and,
thereafter, equals the initial Certificate Balance, reduced by all
amounts allocable to principal previously distributed to
Certificateholders.

"Certificateholders' Interest Carryover Shortfall" means,
with respect to any Distribution Date, the excess of the
Certificateholders' Monthly Interest Distributable Amount for the
preceding Distribution Date and any outstanding Certificateholders'
Interest Carryover Shortfall on such preceding Distribution Date, over
the amount in respect of interest that is actually deposited in the
Certificate Distribution Account on such preceding Distribution Date,
plus interest on such excess, to the extent permitted by law, at the
Certificate Rate from and including such preceding Distribution Date
to but excluding the current Distribution Date.

"Certificateholders' Interest Distributable Amount" means,
for any Distribution Date, the sum of the Certificateholders' Monthly
Interest Distributable Amount for such Distribution Date and the
Certificateholders' Interest Carryover Shortfall for such Distribution
Date.

"Certificateholders' Monthly Interest Distributable Amount"
means, for any Distribution Date, the amount of interest accrued on
the Certificates at the Certificate Rate during the related Interest
Period (calculated on the basis of a 360-day year and twelve 30-day
months).

"Certificateholders' Percentage" means 100% minus the
Noteholders' Percentage.

"Certificateholders' Principal Distributable Amount" means,
for any Distribution Date, the sum of the Certificateholders' Monthly
Principal Distributable Amount for such Distribution Date and the
Certificateholders' Principal Carryover Shortfall as of the close of
the preceding Distribution Date; provided that the Certificateholders'
Principal Distributable Amount shall not exceed the Certificate
Balance. In addition, on the Certificate Final Scheduled Distribution
Date, the principal required to be distributed to Certificateholders
will include the lesser of (a) any payments of principal due and
remaining unpaid on each Receivable owned by Issuer as of ___________
or (b) the portion of the amount that is necessary (after giving
effect to the other amounts to be deposited in the Certificate
Distribution Account on such Distribution Date and allocable to
principal) to reduce the Certificate Balance to zero, in either case
after giving effect to any required distribution of the Noteholders'
Principal Distributable Amount to the Note Distribution Account. In
addition, on any Distribution Date on which, after giving effect to
all distributions to Servicer, the Noteholders and the
Certificateholders on such Distribution Date, (i) the outstanding
principal balance of the Notes is zero and (ii) the amount on deposit
in the Reserve Account is equal to or greater than the Certificate
Balance, Certificateholders' Principal Distributable Amount shall
include an amount equal to such Certificate Balance.

"Certificateholder's Monthly Principal Distributable Amount"
means, for any Distribution Date, the Certificateholders' Percentage
of the Principal Distribution Amount or, for any Distribution Date on
or after the Distribution Date on which the outstanding principal
balance of the Class A-2 Notes is reduced to zero, 100% of the
Principal Distribution Amount (less any amount required on the first
such Distribution Date to reduce the outstanding principal balance of
the Class A-2 Notes to zero, which shall be deposited into the Note
Distribution Account).

"Certificateholders' Principal Carryover Shortfall" means,
as of the close of any Distribution Date, the excess of the
Certificateholders' Monthly Principal Distributable Amount and any
outstanding Certificateholders' Principal Carryover Shortfall from the
preceding Distribution Date, over the amount in respect of principal
that is actually deposited in the Certificate Distribution Account.

"Principal Distribution Amount" means, for any Distribution
Date, the sum of (a) the Available Principal for such Distribution
Date, and (b) the amount of Realized Losses for the related Collection
Period.

"Realized Losses" means, for any Collection Period, the
aggregate principal balances of any Receivables that became Defaulted
Receivables during such Collection Period.

"Total Distribution Amount" means, for each Distribution Date,
the sum of (a) the Available Interest, (b) the Available Principal and
(c) the Reserve Account Transfer Amount, in each case in respect of
such Distribution Date.

Deposits to the Distribution Accounts. On each Distribution Date,
after making the reimbursements to Servicer of Outstanding Advances,
Servicer shall instruct Indenture Trustee or, in the event that the
Collection Account is maintained with an institution other than Indenture
Trustee, instruct and cause such institution (based on the information
contained in the Servicer's Report delivered on the related Determination
Date) to make, and Indenture Trustee or such other institution shall make,
the following deposits and distributions from the Collection Account for
deposit in the applicable account by 11:00 a.m. (New York time), to the
extent of the Total Distribution Amount, in the following order of
priority:

(a) to Servicer, from the Total Distribution Amount, the
Servicing Fee for the related Collection Period and all accrued and
unpaid Servicing Fees for prior Collection Periods;

(b) to the Note Distribution Account, from the Total
Distribution Amount remaining after the application of clause (a), the
Noteholders' Interest Distributable Amount;

(c) to Owner Trustee for deposit in the Certificate
Distribution Account, from the Total Distribution Amount remaining
after the application of clause (a) and clause (b), the
Certificateholders' Interest Distributable Amount;

(d) to the Note Distribution Account, from the Total
Distribution Amount remaining after the application of clauses (a)
through (c), the Noteholders' Principal Distributable Amount;

(e) to Owner Trustee for deposit in the Certificate
Distribution Account, from the Total Distribution Amount remaining
after the application of clauses (a) through (d), the
Certificateholders' Principal Distributable Amount;

(f) to the Reserve Account until the amount on deposit
in the Reserve Account equals the Specified Reserve Account Balance;
and

(g) to Seller, any amounts remaining.

On each Determination Date (other than the first Determination Date),
the Servicer will provide the Owner Trustee and the Indenture Trustee with
certain information with respect to the Collection Period related to the
prior Distribution Date, including the amount of aggregate collections on
the Receivables, the aggregate amount of Receivables which were written off
and the aggregate Purchase Amount of Receivables to be repurchased by the
Seller or to be purchased by the Servicer.

For purposes hereof, the following terms shall have the following
meanings:

"Noteholders' Distributable Amount" means, with respect
to any Distribution Date, the sum of the Noteholders' Principal
Distributable Amount and the Noteholders' Interest Distributable
Amount.

"Noteholders' Interest Carryover Shortfall" means, with
respect to any Distribution Date, the excess of the Noteholders'
Monthly Interest Distributable Amount for the preceding Distribution
Date and any outstanding Noteholders' Interest Carryover Shortfall on
such preceding Distribution Date, over the amount in respect of
interest that is actually deposited in the Note Distribution Account
on such preceding Distribution Date, plus interest on the amount of
interest due but not paid to Noteholders on the preceding Distribution
Date, to the extent permitted by law, at the respective Interest Rates
borne by each class of Notes from such preceding Distribution Date
through the current Distribution Date.

"Noteholders' Interest Distributable Amount" means, for any
Distribution Date, the sum of the Noteholders' Monthly Interest
Distributable Amount for such Distribution Date and the Noteholders'
Interest Carryover Shortfall for such Distribution Date.

"Noteholders' Monthly Interest Distributable Amount" means,
for any Distribution Date and for each class of Notes, the amount of
interest accrued on such class at its respective Interest Rate during
the related Interest Period (calculated on the basis of a 360-day year
and twelve 30-day months).

"Noteholders' Monthly Principal Distributable Amount" means,
for any Distribution Date, the Noteholders' Percentage of the
Principal Distribution Amount.

"Noteholders' Percentage" means 100% until the point in time
at which Class A-1 Notes and Class A-2 Notes have been paid in full
and zero thereafter.

"Noteholders' Principal Carryover Shortfall" means, as of the
close of any Distribution Date, the excess of the Noteholders' Monthly
Principal Distributable Amount and any outstanding Noteholders'
Principal Carryover Shortfall from the preceding Distribution Date
over the amount in respect of principal that is actually deposited in
the Note Distribution Account.

"Noteholders' Principal Distributable Amount" means, for any
Distribution Date, the sum of the Noteholder's Monthly Principal
Distributable Amount for such Distribution Date and the Noteholders'
Principal Carryover Shortfall as of the close of the preceding
Distribution Date; provided that the Noteholders' Principal
Distributable Amount shall not exceed the outstanding principal
balance of the Notes. In addition, on the Final Scheduled Distribution
Date of each class of Notes, the principal required to be deposited in
the Note Distribution Account will include the amount necessary (after
giving effect to the other amounts to be deposited in the Note
Distribution Account on such Distribution Date and allocable to
principal) to reduce the outstanding amount of such class of Notes to
zero.

On each Distribution Date, all amounts on deposit in the Note
Distribution Account (other than investment earnings) will be generally
paid in the following order of priority:

(a) to the applicable Noteholders, accrued and unpaid
interest on the outstanding principal balance of the applicable class
of Notes at the applicable Interest Rate;

(b) the Noteholders' Principal Distributable Amount in the
following order of priority:

(i) to the Holders of the Class A-1 Notes in
reduction of principal until the principal balance of the
Class A-1 Notes has been reduced to zero; and

(ii) to the Holders of the Class A-2 Notes in
reduction of principal until the principal balance of the
Class A-2 Notes has been reduced to zero.

On each Distribution Date, all amounts on deposit in the Certificate
Distribution Account will be distributed to the Certificateholders in the
following priority:

(a) first, to the Certificateholders, on a pro rata basis,
an amount equal to the Certificateholders' Interest Distributable
Amount; and

(b) second, to the Certificateholders, on a pro rata basis,
an amount equal to the Certificateholders' Principal Distributable
Amount.

Subordination of Certificateholders

The rights of the Certificateholders to receive distributions with
respect to the Receivables generally will be subordinated to the rights of
the Noteholders in the event of defaults and delinquencies on the
Receivables as provided in the Sale and Servicing Agreement. The
protection afforded to the Noteholders through subordination will be
effected both by the preferential right of the Noteholders to receive
current distributions with respect to the Receivables and by the
establishment of the Reserve Account. If on any Distribution Date the
entire Noteholders' Interest Distributable Amount for such Distribution
Date (after giving effect to any amounts withdrawn from the Reserve
Account) is not deposited in the Note Distribution Account, the
Certificateholders will not receive any distributions.

The subordination of the Certificates and the Reserve Account are
intended to enhance the likelihood of receipt by Noteholders of the full
amount of principal and interest due them and to decrease the likelihood
that the Noteholders will experience losses. In addition, the Reserve
Account is intended to enhance the likelihood of receipt by
Certificateholders of the full amount of principal and interest due them
and to decrease the likelihood that the Certificateholders will experience
losses. However, in certain circumstances, the Reserve Account could be
depleted. If the amount required to be withdrawn from the Reserve Account
to cover shortfalls in collections on the Receivables exceeds the amount of
available cash in the Reserve Account, Noteholders or Certificateholders
could incur losses or a temporary shortfall in the amounts distributed to
the Noteholders or the Certificateholders could result, which could, in
turn, increase the average life of the Notes or the Certificates.

CERTAIN LEGAL ASPECTS OF THE RECEIVABLES

Information regarding certain legal aspects of the Receivables is set
forth under "Certain Legal Aspects of the Receivables" in the Prospectus.

LEGAL INVESTMENT

The Class A-1 Notes will be eligible for purchase by money market funds
under paragraph (a)(5) of Rule 2a-7 under the Investment Company Act of
1940, as amended.

ERISA CONSIDERATIONS

The Notes

The Notes may be purchased by an employee benefit plan or an
individual retirement account (a "Plan") subject to ERISA or Section 4975
of the Code. A fiduciary of a Plan must determine that the purchase of a
Note is consistent with its fiduciary duties under ERISA and does not
result in the assets of the Trust being deemed to constitute plan assets or
in a nonexempt prohibited transaction as defined in Section 406 of ERISA or
Section 4975 of the Code. For additional information regarding the likely
treatment of the Notes as debt under ERISA, see "ERISA Considerations" in
the Prospectus.

However, without regard to whether the Notes are treated as an
equity interest for such purposes, the acquisition or holding of Notes by
or on behalf of a Plan could be considered to give rise to a prohibited
transaction if an Affiliate, the Seller, the Trust, the Servicer, the
Indenture Trustee or the Owner Trustee is or becomes a party in interest
under ERISA or disqualified person under the Code with respect to such
Plan. Certain exemptions from the prohibited transaction rules could be
applicable to the purchase and holding of Notes by a Plan depending on the
type and circumstances of the plan fiduciary making the decision to acquire
such Notes. Included among these exemptions, each of which contains
several conditions which must be satisfied before the exemption applies,
are: Prohibited Transaction Class Exemption ("PTCE") 95-60, regarding
investments by insurance company general accounts, PTCE 91-38, regarding
investments by bank collective investment funds; PTCE 90-1, regarding
investments by insurance company separate accounts, and PTCE 84-14,
regarding transactions effected by "qualified professional asset managers".
By its acceptance of a Note, each Noteholder shall be deemed to have
represented and warranted that its purchase and holding of the Note will
not result in a nonexempt prohibited transaction under Section 406(a) of
ERISA or Section 4975 of the Code.

The Certificates

The Certificates may not be acquired (a) with the assets of an
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject
to the provisions of Title I of ERISA, (b) by a plan described in Section
4975(e) (1) of the Code or (c) by any entity whose underlying assets
include plan assets by reason of a plan's investment in the entity or which
uses plan assets to acquire Certificates. By its acceptance of a
Certificate, each Certificateholder will be deemed to have represented and
warranted that it is not subject to the foregoing limitation. In this
regard, purchasers that are insurance companies should consult with their
counsel with respect to the United States Supreme Court case interpreting
the fiduciary responsibility rules of ERISA, John Hancock Mutual Life
Insurance Co. v. Harris Trust and Savings Bank (decided December 13, 1993).
In John Hancock, the Supreme Court ruled that assets held in an insurance
company's general account may be deemed to be "plan assets" for ERISA
purposes under certain circumstances. Prospective purchasers should
determine whether the decision affects their ability to make purchases of
the Certificates. For additional information regarding treatment of the
Certificates under ERISA, see "ERISA Considerations" in the Prospectus.

UNDERWRITING

Subject to the terms and conditions set forth in an underwriting
agreement, the Seller has agreed to cause the Trust to sell to each of the
underwriters listed below (each, an "Underwriter"), and each of the
Underwriters has agreed to purchase, the principal amount of the Securities
set forth opposite its name below. Under the terms and conditions of the
Underwriting Agreement, each of the Underwriters is obligated to take and
pay for all of the Securities if any are taken.

Principal Amount of Principal Amount
Class A-1 Money of Class A-2 Principal Amount
Market Asset- Asset-Backed of Asset-Backed
Backed Notes Notes Certificates
------------------- ---------------- ----------------

_________________ $__________________ $_________________ $_________________
_________________ __________________ _________________ _________________
_________________ __________________ _________________ _________________
Total: $ $ $
================== ================= =================

The Seller has been advised by the Underwriters that they propose
initially to offer the Securities to the public at the prices set forth
herein, and to certain dealers at such prices less the initial concession
not in excess of ____% per Class A-1 Note; _____% per Class A-2 Note; and
_____% per Certificate. The Underwriters may allow, and such dealers may
reallow, a concession not in excess of .__% of the principal amount of the
Securities to certain other dealers. After the initial public offering, the
public offering price and such concessions may be changed.

The Seller does not intend to apply for listing of the Notes or the
Certificates on a national securities exchange, but has been advised by the
Underwriters that they intend to make a market in the Notes and
Certificates. The Underwriters are not obligated, however, to make a
market in the Notes and the Certificates and may discontinue market making
at any time without notice. No assurance can be given as to the liquidity
of the trading market for the Notes or the Certificates.

The Seller has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.

<PAGE>
LEGAL OPINIONS

In addition to the legal opinions described in the Prospectus,
certain legal matters relating to the Notes and the Certificates and
certain federal income tax and other matters will be passed upon for the
Trust by _________, and by Mayer, Brown & Platt, Chicago, Illinois. Mayer,
Brown & Platt may from time to time render legal services to the Seller,
the Servicer and its affiliates. Certain legal matters will be passed upon
for the Underwriters by Mayer, Brown & Platt, Chicago, Illinois.

<PAGE>
INDEX OF DEFINED TERMS

Page
-----
ABS..................................................................S-15
ABS Table............................................................S-15
Acquired Receivables..................................................S-4
Advance...............................................................S-6
Aggregate Net Losses.................................................S-20
APR..................................................................S-21
Available Reserve Amount.............................................S-20
Average Delinquency Ratio............................................S-20
Average Net Loss Ratio...............................................S-20
Basic Documents.......................................................S-9
Business Day..........................................................S-4
Certificate Balance..................................................S-23
Certificate Final Scheduled Distribution Date.........................S-6
Certificate Rate......................................................S-5
Certificateholder's Monthly Principal Distributable Amount...........S-23
Certificateholders....................................................S-5
Certificateholders' Interest Carryover Shortfall.....................S-23
Certificateholders' Interest Distributable Amount....................S-23
Certificateholders' Monthly Interest Distributable Amount............S-23
Certificateholders' Principal Carryover Shortfall....................S-23
Certificateholders' Principal Distributable Amount...................S-23
Certificates..........................................................S-1
Class A-1 Final Scheduled Distribution Date...........................S-5
Class A-1 Interest Rate...............................................S-4
Class A-1 Notes.......................................................S-1
Class A-2 Final Scheduled Distribution Date...........................S-5
Class A-2 Interest Rate...............................................S-4
Class A-2 Notes.......................................................S-1
Closing Date..........................................................S-3
Code..................................................................S-8
Collection Account....................................................S-7
Collection Period.....................................................S-5
Commission............................................................S-2
Cutoff Date...........................................................S-3
Dealer Agreements.....................................................S-5
Dealers...............................................................S-4
Defaulted Receivable.................................................S-21
Delinquency Ratio....................................................S-20
Deposit Date..........................................................S-6
Determination Date...................................................S-18
Direct Loans..........................................................S-5
Distribution Date.....................................................S-4
ERISA.................................................................S-8
Expected Interest....................................................S-21
Final Scheduled Maturity Date.........................................S-4
Financed Vehicles.....................................................S-3
Indenture.............................................................S-3
Indenture Trustee.....................................................S-3
Interest Accrual Period...............................................S-4
Interest Collections.................................................S-21
Interest Period.......................................................S-4
Interest Rates........................................................S-4
Interest Shortfall...................................................S-22
Issuer................................................................S-3
Liquidation Proceeds.................................................S-20
Motor Vehicle Loans...................................................S-5
Net Interest Collections.............................................S-22
Net Loss Ratio.......................................................S-21
Non-Advance Receivables..............................................S-22
Noteholders...........................................................S-4
Noteholders' Distributable Amount....................................S-24
Noteholders' Interest Carryover Shortfall............................S-24
Noteholders' Interest Distributable Amount...........................S-25
Noteholders' Monthly Interest Distributable Amount...................S-25
Noteholders' Monthly Principal Distributable Amount..................S-25
Noteholders' Principal Carryover Shortfall...........................S-25
Noteholders' Principal Distributable Amount..........................S-25
Notes.................................................................S-3
Original Pool Balance.................................................S-5
Originators...........................................................S-5
Outstanding Advances.................................................S-22
Owner Trustee.........................................................S-3
Payment Date..........................................................S-4
Plan.................................................................S-26
Pool Balance..........................................................S-4
Principal Balance.....................................................S-4
Prospectus............................................................S-1
Purchase Amount......................................................S-22
Purchased Receivable.................................................S-22
Rating Agencies.......................................................S-8
Realized Losses......................................................S-24
Receivables...........................................................S-3
Receivables Pool.....................................................S-11
Record Date...........................................................S-4
Reserve Account.......................................................S-6
Reserve Account Deposit...............................................S-6
Sale and Servicing Agreement..........................................S-3
Securities............................................................S-3
Securityholders.......................................................S-5
Seller................................................................S-3
Servicer..............................................................S-2
Specified Reserve Account Balance....................................S-20
Supplemental Servicing Fee...........................................S-22
Total Distribution Amount............................................S-24
Transfer and Servicing Agreements....................................S-19
Trust.................................................................S-3
Trust Agreement.......................................................S-3
Underwriter..........................................................S-27
Weighted Average APR.................................................S-22

<PAGE>
==================================== ====================================
No dealer, salesman or other person
has been authorized to give any
information or to make any
representation not contained in this
Prospectus Supplement or the Prospectus
and, if given or made, such information
or representation must not be relied
upon as having been authorized by the
Seller or the Underwriters. This
Prospectus Supplement and the
Prospectus do not constitute an
offer of any securities other than
those to which they relate or an
offer to sell, or a solicitation of
an offer to buy, to any person in
any jurisdiction where such an offer
or solicitation would be unlawful.
Neither the delivery of this
Prospectus Supplement and the $________________________
Prospectus nor any sale made hereunder (Approximate)
shall, under any circumstances,
create any implication that the
information contained herein is correct
as of any time subsequent to their
respective dates.
___________________________

TABLE OF CONTENTS
NORWEST AUTO
Prospectus Supplement RECEIVABLES CORPORATION
(Seller)
Page
-----
Reports to Securityholders.... S-2
Summary of Terms.............. S-3
Risk Factors.................. S-9
The Trust..................... S-11
The Receivables Pool.......... S-11
The Seller, the Servicer
and Norwest Corporation...... S-15
Weighted Average Life of the
Securities................... S-15
Description of the Notes...... S-17
Description of the Certificates S-18
Description of the Transfer
and Servicing Agreements..... S-19
Certain Legal Aspects of the
Receivables.................. S-26
Legal Investment.............. S-26 $__________________
ERISA Considerations.......... S-26 Class A-1
Underwriting.................. S-27 ___% Money Market
Legal Opinions................ S-27 Asset Backed Notes
Index of Defined Terms........ S-28

Prospectus
Page
Available Information.........
Incorporation of Certain
Documents by Reference...... $_________________
Summary of Terms.............. Class A-2 ____%
Risk Factors.................. Asset Backed Notes
The Trusts....................
The Receivables Pools.........
Weighted Average Life of the
Securities..................
Pool Factors and Trading
Information.................
Use of Proceeds...............
The Seller....................
The Bank and Norwest
Corporation................. $________________
Description of the Notes...... ____%
Description of the Asset Backed Certificates
Certificates................
Certain Information Regarding
the Securities.............
Description of the Transfer
and Servicing Agreements....
Certain Legal Aspects of the
Receivables.................
Federal Income Tax =====================
Consequences................
Certain State Tax PROSPECTUS SUPPLEMENT
Consequences................ ______________, 199__
ERISA Considerations..........
Plan of Distribution.......... =====================
Notice to Canadian Residents..
Legal Opinions................
Index of Defined Terms........
Global Clearance, Settlement
and Documentation
Procedures..................

Until 90 days after the date of this
Prospectus Supplement, all dealers
effecting transactions in the Securities
described in this Prospectus
Supplement, whether or not participating
in this distribution, may be required to
deliver this Prospectus Supplement and
the Prospectus. This is in addition to
the obligation of dealers to deliver
this Prospectus Supplement and the
Prospectus when acting as underwriter
and with respect to their unsold
allotments or subscriptions.
====================================== ===================================