MORGAN STANLEY ABS CAPITAL II INC, S-3/A, 1997-08-06

MORGAN STANLEY ABS CAPITAL II INC
S-3/A, 1997-08-06
ASSET-BACKED SECURITIES

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As filed with the Securities and Exchange Commission on August 6, 1997

Registration No. 333-26581

SECURITIES AND EXCHANGE COMMISSION
Washington , D.C. 20549

AMENDMENT NO. 3 TO

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

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

MORGAN STANLEY ABS
CAPITAL II INC.
(Sponsor of the Trusts described herein)
(Exact name of Registrant as specified in its charter)
Delaware Not Yet Available
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
1585 Broadway
New York, New York 10036
(212) 761-2063
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)

Craig S. Phillips
President
Morgan Stanley ABS Capital II Inc.
1585 Broadway
New York, New York 10036
(212) 761-1817
(Name, Address, Including Zip Code, and Telephone Number, Including Area
Code, of Agent For Service)
Copies to:
Siegfried P. Knopf, Esq. Gregory Walker, Esq.
Brown & Wood LLP Morgan Stanley & Co. Incorporated
One World Trade Center 1585 Broadway
New York, New York 10048 New York, New York 10036
(212) 839-5334 (212) 761-6745

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

Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined by market conditions.
If the only 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, 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. / /

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of Securities Amount to Be Proposed Maximum Proposed Maximum Amount of
to Be Registered Registered(1) Offering Price Per Aggregate Offering Registration
Unit (2) Price(2) Fee(3)
<S> <C> <C> <C> <C>
Asset Backed
Securities $2,500,000,000 100% $1,000,000 $757,575.75

</TABLE>

(1) The Registration Statement relates to the initial offering from time to
time of the Asset Backed Notes and Asset Backed Certificates and to any
resales thereof in market making transactions by an underwriter to the
extent required.
(2) Estimated pursuant to Rule 457 solely for the purpose of
calculating the registration fee.
(3) $304 of which was previously filed.

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 THAT SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

INTRODUCTORY NOTE

This Registration Statement contains three forms of Prospectus relating
to the offering by various Trusts of series of Asset Backed Notes and/or
Asset Backed Certificates secured by (i) recreational vehicle and/or motor
vehicle receivables and marine receivables ("Prospectus Version #1"), (ii)
recreational vehicle and/or motor vehicle receivables ("Prospectus Version
#2") or (iii) marine receivables ("Prospectus Version #3"), created from
time to time by Morgan Stanley ABS Capital II Inc. and seven forms of
Prospectus Supplement relating to the offering by a Trust of the particular
series of Asset Backed Notes and Asset Backed Certificates or of Asset Backed
Certificates, as applicable, described therein. Prospectus Supplement
Versions #1A and #1B relate to recreational vehicle and/or motor vehicle
receivables and marine receivables in the case of an owner trust and a
grantor trust, respectively, and correspond to Prospectus Version #1.
Prospectus Supplement Versions #2A and #2B relate to recreational vehicle
and/or motor vehicle receivables in the case of an owner trust and a grantor
trust, respectively, and correspond to Prospectus Version #2. Prospectus
Supplement Versions #3A and #3B relate to marine receivables in the case of
an owner trust and a grantor trust, respectively, and correspond to
Prospectus Version #3. Prospectus Supplement Version #4 is a form of market
making prospectus supplement. Each form of Prospectus Supplement relates
only to the securities described therein and is a form that may be used,
among others, by the registrant to offer Asset Backed Notes and/or Asset
Backed Certificates under this Registration Statement.

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 supplement and the prospectus to which it
relates 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.

Version #1A
Subject to completion, dated August 6, 1997

PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED , 199__)
$( )

(________________________) TRUST 199 -( )

(Floating Rate) ASSET BACKED NOTES, CLASS ( )

(Floating Rate) ASSET BACKED NOTES, CLASS ( )
( %) ASSET BACKED CERTIFICATES
MORGAN STANLEY ABS CAPITAL II INC., DEPOSITOR

(________________________________) , SERVICER

____________________

(________________) Trust 199 ( ) (the "Trust") will be governed
pursuant to a Trust Agreement to be dated as of , 199 , between
Morgan Stanley ABS Capital II Inc. (the "Depositor") and (
), as (Owner) Trustee. The Trust will issue $
aggregate principal amount of (Floating Rate) Asset Backed Notes, Class ( )
(the "Class ( ) Notes") and $ aggregate principal amount of
(Floating Rate) Asset Backed Notes, Class ( ) (the "Class ( ) Notes" and,
together with the Class ( ) Notes, the "Notes") pursuant to an Indenture to
be dated as of , 199 , between the Trust and
, as Indenture Trustee. (No principal payments will be made in the Class
( ) Notes until the Class ( ) Notes have been paid in full, and to that
extent, the rights of the holders of the Class ( ) Notes to receive
distributions with respect to the Receivables are subordinated to the rights
of the holders of the Class ( ) Notes, as more fully described herein.)

(Cover continued on following page)

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.

<TABLE>
<CAPTION>
ORIGINAL
PRINCIPAL PRICE TO UNDERWRITING PROCEEDS TO THE
AMOUNT PUBLIC(1) DISCOUNT DEPOSITOR
(1)(2)
<S> <C> <C> <C> <C>
Class ( ) Note . . . . . . . $ % % %
Class ( ) Note . . . . . . % % %
Certificate . . . . . . . . . % % %
Total $ $ $ $

</TABLE>

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

The Notes and the Certificates are offered by Morgan Stanley & Co.
Incorporated (the "Underwriter") subject to prior sale, when, as and if
issued and accepted by the Underwriter and subject to the Underwriter's right
to reject any order in whole or in part and to approval of certain legal
matters by its counsel. It is expected that the Notes and the Certificates
will be delivered in book-entry form only through the facilities of The
Depository Trust Company and, in the case of the Notes, Cedel Bank, societe
anonyme, and the Euroclear System against payment therefor, in immediately
available funds on or about , 199 .

____________________

MORGAN STANLEY DEAN WITTER
____________________

, 199 .

(Continued from previous page)
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
retail installment sale contracts or retail installment loans (the
"Receivables"), secured by security interests in new or used automobiles,
light duty trucks, recreational vehicles and recreational sport and power
boats (including any boat motors and accompanying trailers) and yachts (both
power and sail) (the "Financed Assets") and certain monies due or received
thereunder on or after , 199 , transferred to the Trust by the
Seller on the Closing Date. The Notes will be secured by the assets of the
Trust pursuant to the Indenture.

Distributions of interest and principal on the Certificates will be
subordinated in priority of payment to interest and principal due on the
Notes. See "Risk Factors -- Subordination of the Certificates for the Notes"
herein.

Interest on the Class ( ) and Class ( ) Notes will accrue at the
respective (floating) interest rates specified above. Interest on the Notes
will generally be payable on the 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 . Principal of the Notes will
be payable on each Distribution Date to the extent described herein; however,
no principal payments will be made on the Class ( ) Notes until the Class (
) Notes have been paid in full.

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 than such dates as described herein. In addition, the Class (
) Notes will be subject to redemption in whole, but not in part, and the
Certificates will be subject to prepayment in whole, but not in part, on any
Distribution Date on which the Servicer exercises its option to purchase the
Receivables. The Servicer may purchase the Receivables when the aggregate
principal balance of the Receivables shall have declined to % or less of
the initial aggregate principal balance of the Receivables purchased by the
Trust.

PROSPECTIVE INVESTORS SHOULD REVIEW THE INFORMATION SET FORTH UNDER
"RISK FACTORS" ON PAGE S-10 HEREIN AND ON PAGE (12) IN THE ACCOMPANYING
PROSPECTUS.

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 CONFLICT WITH STATEMENTS IN THE
PROSPECTUS, THE STATEMENTS IN THIS PROSPECTUS SUPPLEMENT SHALL CONTROL.

Certain persons participating in this offering may engage in
transactions that stabilize, maintain, or otherwise affect the price of the
Securities. Such transactions may include stabilizing and the purchase of
Securities. Such transactions may include stabilizing and the purchase of
Securities to cover syndicate short positions. For a description of these
activities, see "Underwriting" herein.

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. ("Cede"), as nominee of The Depository Trust Company
("DTC") 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 (the
"Prospectus"). Such reports will not constitute financial statements
prepared in accordance with generally accepted accounting principles. The
Depositor, 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 (the "Exchange Act"),
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 herein 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 . . . . . . . . . . . . . (_____________________) Trust 199
-( ) (the "Trust" or the
"Issuer"), a (___________) a
business trust to be governed
pursuant to a Trust Agreement
dated as of ,
199 (as amended and supplemented
from time to time, the "Trust
Agreement"), between the Depositor
and the Owner Trustee.

Depositor . . . . . . . . . . . . Morgan Stanley ABS Capital II Inc.
(the "Depositor").

Servicer . . . . . . . . . . . . (_______________________________)
(in such capacity, 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 pursuant to an Indenture to
be dated as of , 199
(as amended and supplemented from
time to time, the "Indenture"),
between the Trust and the
Indenture Trustee, as follows:
(i) (Floating Rate) Asset Backed
Notes, Class ( ) (the "Class (
) Notes") in the aggregate initial
principal amount of $
; and (ii) (Floating Rate) Asset
Backed Notes, Class ( ) (the
"Class ( ) Notes") in the
aggregate initial principal amount
of $ . The Class
( ) Notes and the Class ( )
Notes are collectively referred to
herein as the "Notes".

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 the Closing Date, the Trust
will purchase Receivables having
an aggregate principal balance of
approximately
$ (the
"Initial Pool Balance") as of
, 199 (the
"Cutoff Date") from the Depositor
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
Depositor and the Servicer. See
"Description of the Transfer and
Servicing Agreements -- Sale and
Assignment of Receivables" herein
and in the Prospectus. The
Receivables will consist of retail
installment sale contracts or
retail installment loans between
Obligors and Dealers secured by
new or used automobiles, light-
duty trucks, recreational vehicles
and recreational sport and power
boats (including any boat motors
and accompanying trailers) and
yachts (both power and sail) (the
"Financed Assets"). The retail
installment sale contracts were
purchased by __________,
__________ and __________ (the
"Seller"). The Receivables will
be transferred by the Depositor to
the Trust, based on the criteria
specified in the Sale and
Servicing Agreement and described
herein and in the Prospectus. As
of the Cutoff Date, the weighted
average annual percentage rate of
the Receivables was approximately
%, the weighted average
remaining maturity of the
Receivables was approximately
months, and the weighted average
original maturity of the
Receivables was approximately
months. No Receivable has a
scheduled maturity later than
, 20__ (the "Final
Scheduled Maturity Date"). See
"The Receivables Pool" herein.

Terms of the Notes . . . . . . . The principal terms of the Notes
will be as described below:
A. Distribution Dates . . .
Payments of interest and principal
on the Notes will be made on the
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 day of the preceding
month (a "Record Date"). A
"Business Day" is a day other than
a Saturday, a Sunday or a day on
which banking institutions or
trust companies in the States of
(_________) are authorized by law,
regulation or executive order to
be closed.

B. Interest Rates . . . . . The Class ( ) Notes will bear
interest at a per annum rate of
(Floating Rate) (the "Class ( )
Rate") and the Class ( ) Notes
will bear interest at a per annum
rate of Floating Rate (the "Class
( ) Rate"). (The per annum rate
of interest with respect to the
Class ( ) Notes for each
Interest Reset Period (the "Class
( ) Rate") will equal LIBOR for
such Interest Reset Period, plus
%; provided that the Class ( )
Rate shall not exceed % per
annum.)

The interest rates for the various
classes of Notes are referred to
herein collectively as "Interest
Rates".

C. Interest . . . . . . . . Interest on the outstanding
principal amount of the Notes
(other than the Class ( ) Notes)
will accrue at the applicable
Interest Rate from the Closing
Date (in the case of the first
Distribution Date) or from the
day of the month preceding the
month of a Distribution Date to
and including the day of
the month of such Distribution
Date (each an "Interest Accrual
Period"). (Interest on the
outstanding principal amount of
the Class ( ) Notes will accrue
at the Class ( ) Rate from the
Closing Date (in the case of the
first Distribution Date) or from
the most recent Distribution Date
on which interest has been paid to
but excluding the following
Distribution Date (each, a
"Floating Rate Interest Accrual
Period").) Interest on the Class
( ) Notes will be calculated on
the basis of a 360-day year
consisting of twelve 30-day
months. Interest on the Class (
) Notes will be calculated on the
basis of the actual number of days
in each Floating Rate Interest
Accrual Period divided by 360.
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 and including
, 199 to and including ,
199 (exclusive of the scheduled
payments of principal due on the
Precomputed Receivables during
that period)) to the extent of
funds available therefor. The
"Noteholders' Principal
Distributable Amount" will equal
the sum of (i) the Regular
Principal Distribution Amount plus
(ii) the Accelerated Principal
Distribution Amount. The "Regular
Principal Distribution Amount"
with respect to any Distribution
Date will equal the amount of
principal paid or, in certain
circumstances, scheduled to be
paid with respect to the
Receivables (exclusive of
Payaheads allocable to principal
that have not been applied as
payments under the related
Receivables in the related
Collection Period and inclusive of
Payaheads allocable to principal
that have been applied as payments
under the related Receivables in
such Collection Period) plus, in
certain circumstances, the
principal balance of defaulted
Receivables, as calculated by the
Servicer as described under
"Description of the Transfer and
Servicing Agreements --
Distributions". The "Accelerated
Principal Distribution Amount"
with respect to a Distribution
Date will equal the portion, if
any, of the Total Distribution
Amount for the related Collection
Period that remains after payment
of (a) the Servicing Fee (together
with any portion of the Servicing
Fee that remains unpaid from prior
Distribution Dates), (b) the
interest due on the Notes, (c) the
Regular Principal Distribution
Amount, (d) the interest due on
the Certificates, and (e) the
amount, if any, required to be
deposited in the Reserve Account
on such Distribution Date.

On the Business Day immediately
preceding each Distribution Date
(a "Determination Date"), the
Indenture Trustee shall determine
the amount in the Collection
Account available for distribution
on the related Distribution Date.
Payments to Securityholders will
be made on each Distribution Date
in accordance with such
determination. The Servicing Fee
in respect of a Collection Period
(together with any portion of the
Servicing Fee that remains unpaid
from prior Distribution Dates)
will be paid at the beginning of
such Collection Period out of
collections for such Collection
Period.

No principal payments will be made
on the Class ( ) Notes until the
Class ( ) Notes have been paid in
full.

The outstanding principal amount
of the Class ( ) Notes, to the
extent not previously paid, will
be payable on the
(199 )(20 ) Distribution Date
(the "Class ( ) Final Scheduled
Distribution Date"); and the
outstanding principal amount of
the Class ( ) Notes, to the
extent not previously paid, will
be payable on the (199
)(20 ) Distribution Date (the
"Class ( ) Final Scheduled
Distribution Date").

E. Optional Redemption . . The Notes will be redeemed in
whole, but not in part, on any
Distribution Date on which the
Servicer exercises its option to
purchase the Receivables. The
Servicer will have the option to
purchase all of the Receivables on
any Distribution Date on or after
the Distribution Date on which the
Pool Balance has declined to ( )%
or less of the Initial Pool
Balance. The price at which the
Servicer will be required to
purchase the Receivables in order
to exercise such option will be
equal to the aggregate of the
Purchase Amounts of the
Receivables as of the end of the
related Collection Period. The
Servicer will be required to give
not less than ( ) days notice to
the Trustee of its intention to
exercise such option. In
addition, the Servicer will not be
permitted to exercise such option
unless the resulting distribution
would be sufficient to retire the
Notes at a redemption price equal
to the unpaid principal amount of
the Class ( ) Notes plus accrued
and unpaid interest thereon. See
"Description of the Notes --
Optional Redemption" herein.

Terms of the Certificates . . . . The principal terms of the
Certificates will be as described
below:

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 day of the preceding
month if Definitive Certificates
are issued).

B. Pass Through Rate ( )% per annum (the "Pass
Through Rate").
C. Interest . . . . . . . . On each Distribution Date, the
Owner Trustee will distribute pro
rata to Certificateholders 30 days
of accrued interest at the Pass
Through Rate on the outstanding
Certificate Balance generally to
the extent of funds available
following payment of the Servicing
Fee and distributions in respect
of 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) or from the
day of the month preceding the
month of the Distribution Date to
and including the day of the
month of 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 ( ) 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
Certificateholders' Principal
Distributable Amount will be the
Regular Principal Distribution
Amount (less, on the Distribution
Date on which the Notes are paid
in full, the portion thereof
payable on the Notes), and will be
calculated by the Servicer in the
manner described under
"Description of the Transfer and
Servicing Agreements --
Distributions".

E. Optional Prepayment . . If the Servicer exercises its
option to purchase the
Receivables, the terms of which
option are summarized under "Terms
of the Notes -- E. Optional
Redemption" above, the
Certificates will be retired. The
Servicer will not be permitted to
exercise such option unless the
resulting distribution to
Certificateholders would be equal
to the outstanding Certificate
Balance together with accrued
interest at the Pass Through Rate.
See "Description of the
Certificates -- Optional
Prepayment" herein.

Reserve Account . . . . . . . . . (DESCRIBE RESERVE ACCOUNT FORMULA)

Collection Account; Priority of
Payments . . . . . . . . . . . . Except under certain conditions
described herein or as otherwise
acceptable to each Rating Agency,
the Servicer will be required to
remit collections received with
respect to the Receivables within
Business Days of receipt
thereof to one or more accounts in
the name of the Indenture Trustee
(the "Collection Account"). At
the beginning of each Collection
Period the Indenture Trustee will
apply collections in the
Collection Account to pay to the
Servicer the Servicing Fee for
such Collection Period and any
overdue Servicing Fees. Pursuant
to the Sale and Servicing
Agreement, the Servicer will have
the revocable power to instruct
the Indenture Trustee to withdraw
funds on deposit in the Collection
Account and to apply such funds on
each Distribution Date to the
following (in the priority
indicated): (i) the Servicing
Fee, together with any unpaid
Servicing Fees from prior
Distribution Dates (if for any
reason such amount was not paid at
the beginning of the Collection
Period as described above), to the
Servicer, (ii) the Noteholders'
Interest Distributable Amount and
the Noteholders' Principal
Distributable Amount into the Note
Distribution Account, (iii) the
Certificateholders' Interest
Distributable Amount and, after
the Notes have been paid in full,
the Certificateholders' Principal
Distributable Amount into the
Certificate Distribution Account
and (iv) the remaining balance, if
any, to the Reserve Account.

Tax Status . . . . . . . . . . . In the opinion of Brown & Wood
LLP, counsel to the Trust ("Tax
Counsel"), 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. 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 income and state
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" herein
and "Federal Income Tax
Consequences" in the Prospectus
for additional information
concerning the application of
federal income 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 by 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 by an
individual retirement account.
See "ERISA Considerations" herein
and in the Prospectus.

Rating of the Notes . . . . . . . It is a condition to the issuance
of the Notes that they be rated "
" by at least one Rating Agency.
The rating of the Notes by a
Rating Agency reflects such Rating
Agency's assessment of the
likelihood that the Noteholders
will receive payments and
interest, however, the rating on
the Notes does not address the
timing of distributions of
principal of the Notes prior to
the Final Scheduled Distribution
Date. A rating is not a
recommendation to buy, sell or
hold securities and may be subject
to revision or withdrawal at any
time by the assigning Rating
Agency. Each rating should be
evaluated independently of any
other rating. See "Risk Factors -
- Ratings of the Securities"
herein.

Rating of the Certificates . . . It is a condition to the issuance
of the Certificates that they be
rated at least in the " "
category or its equivalent by at
least one Rating Agency. The
rating of the Certificates by a
Rating Agency reflects such Rating
Agency's assessment of the
likelihood that the
Certificateholders will receive
payments of principal and
interest, however, the rating on
the Certificates does not address
the timing of the distributions of
principal in respect of the
Certificates prior to the Final
Scheduled Distribution Date. A
rating is not a recommendation to
buy, sell or hold securities and
may be subject to revision or
withdrawal at any time by the
assigning Rating Agency. Each
rating should be evaluated
independently of any other rating.
See "Risk Factors -- Ratings of
the Securities" herein.

RISK FACTORS

Investors should consider, among other things, the matters discussed
under "Risk Factors" in the Prospectus and the following risk factors in
connection with purchases of the Notes and/or Certificates.

LIMITED LIQUIDITY; ABSENCE OF A SECONDARY MARKET. There is currently no
secondary market for the Securities. Each Underwriter currently intends to
make a market in the Securities, 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 offered hereby.

(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. Obligors on Receivables
representing approximately _____% by principal balance of the Receivables
were located in (__________________) at the Cut off Date. As a result,
economic conditions in such states may have a disproportionate affect on
prepayments and/or defaults in respect of the Receivables and thus
potentially adversely affect the amount available for distribution to the
Securityholders. In particular, an economic downturn in one or more of such
states could adversely affect the performance of the Trust as a whole (even
if national economic conditions remain unchanged or improve) as Obligors in
such state or states experience the effects of such a downturn and face
greater difficulty in making payments on their Financed Assets. See "The
Receivables Pool.")

SUBORDINATION OF THE CERTIFICATES TO THE NOTES. Distributions of
interest and principal on the Certificates will be subordinated in priority
of payment to interest and principal due on the 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 due 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 all of the
Notes have been paid in full.

LIMITED ASSETS OF THE TRUST. 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. 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.

RATINGS OF THE SECURITIES. It is a condition to the issuance of the
Securities that each class of the Notes be rated in the highest investment
rating category, and that the Certificates be rated at least in the " "
category or its equivalent, by at least one nationally recognized rating
agency (the "Rating Agency"). 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, (____________________________________) Trust 199 -( ), is a
business trust formed under the laws of the State of (________) 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 (i) acquiring, holding and managing the Receivables and the other
assets of the Trust and proceeds therefrom, (ii) issuing the Notes and the
Certificates, (iii) making payments on the Notes and the Certificates and
(iv) engaging in other activities that are necessary, suitable or convenient
to accomplish the foregoing or are incidental thereto or connected therewith.

The Trust will initially be capitalized with equity equal to the
Certificate Balance of $ , excluding amounts deposited in
the Reserve Account. 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 Depositor pursuant to the Sale and Servicing Agreement.

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 and the proceeds from the repossession and sale of
Financed Assets which secure defaulted Receivables. In such event, certain
factors, such as the Trust's not having first priority perfected security
interests in some of the Financed Assets, 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" herein and "Certain Legal Aspects of the
Receivables" in the Prospectus.

The Trust's principal offices are in , ,
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 had taken place on such date:

Class ( ) Notes . . . . . . . . . . . . . . . . . .
Class ( ) Notes . . . . . . . . . . . . . . . . . .
Certificates . . . . . . . . . . . . . . . . . . . . ----------
Total . . . . . . . . . . . . . . . . . . . . . $
==========

THE OWNER TRUSTEE

is the Owner Trustee under the Trust
Agreement. is a (state) banking
corporation and its principal offices are located at ,
, . The Depositor 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 include only the
Receivables purchased on the Closing Date. The Receivables (will be)(have
been) purchased by the Depositor from the Seller which purchased the
Receivables, directly or indirectly, from Dealers in the ordinary course of
business and were selected from the Depositor's portfolio for inclusion in
the Receivables Pool by several criteria, some of which are set forth in the
Prospectus under "The Receivables Pools", as well as the requirement that, as
of the Cutoff Date, each Receivable (i) had an outstanding gross balance of
at least $ and (ii) was not more than 60 days past due (an account is
not considered past due if the amount past due is less than % of the
scheduled monthly payment). As of the Cutoff Date, no Obligor on any
Receivable was noted in the related records of the Seller as being the
subject of a bankruptcy proceeding. No selection procedures believed by the
Depositor to be adverse to Securityholders were used in selecting the
Receivables.

Set forth in the following tables is information concerning the
composition, distribution by annual percentage rate ("APR") and the
geographic distribution of the Receivables Pool as of the Cutoff Date.

( ) TRUST 199 -( )

COMPOSITION OF THE RECEIVABLES POOL

<TABLE>
<CAPTION>
Weighted Weighted Weighted
Average Aggregate Average Average Average
APR of Principal Number of Remaining Original Principal
Receivables Balance Receivables Term Term Balance
- ------------- -------------- ------------- ------------ ----------- ---------------
<S> <C> <C> <C> <C> <C>
_____% $________________ __________ _____ months _____ months $__________

</TABLE>

(______________________) TRUST 199 - ( )
DISTRIBUTION BY APR OF THE RECEIVABLES POOL

<TABLE>
<CAPTION>
Percent of
Aggregate
Number of Aggregate Principal
APR Range Receivables Principal Balance Balance(1)
- ---------- -------------- ------------------- ----------------
<S> <C> <C> <C>
0.00% - 5.00% . . . . . . . . . . . $ %
5.01% - 6.00% . . . . . . . . . . .
6.01% - 7.00% . . . . . . . . . . .
7.01% - 8.00% . . . . . . . . . . .
8.01% - 9.00% . . . . . . . . . . .
9.01% - 10.00% . . . . . . . . . . .
10.01% - 11.00% . . . . . . . . . . .
11.01% - 12.00% . . . . . . . . . . .
12.01% - 13.00% . . . . . . . . . . .
13.01% - 14.00% . . . . . . . . . . .
14.01% - 15.00% . . . . . . . . . . .
15.01% - 16.00% . . . . . . . . . . .
16.01% - 17.00% . . . . . . . . . . .
17.01% - 18.00% . . . . . . . . . . .
Greater than 18.00% . . . . . . . . .

</TABLE>

_______________
(1) Percentages may not add to 100.0% because of rounding.
(______________________) TRUST 199 -( )
GEOGRAPHIC DISTRIBUTION OF THE RECEIVABLES POOL

PERCENTAGE AGGREGATE
STATE(2) PRINCIPAL BALANCE(1)
- -------- --------------------

_________
%

_______________
(1) Percentages may not add to 100.0% because of rounding.
(2) Based on physical addresses of the Obligors at the Cutoff Date.

Approximately % of the aggregate principal balance of the
Receivables, constituting % of the number of the Receivables, represent
previously titled vehicles.

By aggregate principal balance, approximately % of the receivables
are Precomputed Receivables and % of the Receivables are Simple Interest
Receivables. See "The Receivables Pools" in the Prospectus for a further
description of the characteristics of Precomputed Receivables and Simple
Interest Receivables.

DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

Set forth below is certain information concerning the experience of the
Seller pertaining to retail new and used automobile and light-duty truck
receivables, including those previously sold which the Servicer continues to
service. There can be no assurance that the delinquency, repossession and
net loss experience on the Receivables will be comparable to that set forth
below.

DELINQUENCY EXPERIENCE(1)

<TABLE>
<CAPTION>
AT DECEMBER 31, AT ____________________,
199 199 199 199
--- --- --- ---
NUMBER OF NUMBER OF NUMBER OF NUMBER OF
CONTRACTS AMOUNT CONTRACTS AMOUNT CONTRACTS AMOUNT CONTRACTS AMOUNT
--------- ------ --------- ------ ---------- ------ --------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Portfolio . . . . $ $ $ $
Period of
Delinquency
31-60 Days . .
61 Days or More
Total $ $ $ $
Delinquencies . .
Total
Delinquencies
as a Percent of % % % % % % % %
the
Portfolio . . .

</TABLE>

<TABLE>
<CAPTION>
AT DECEMBER 31,
199 199 199
---- ---- ----
NUMBER OF NUMBER OF NUMBER OF
CONTRACTS AMOUNT CONTRACTS AMOUNT CONTRACTS AMOUNT
--------- ------ --------- ------ --------- ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Portfolio . . . . . . . $ $ $
Period of Delinquency
31-60 Days . . . . .
61 Days or More . . .
Total Delinquencies . .
Total Delinquencies
as a Percent of the
Portfolio . . . . . . % % % % % %

</TABLE>

_______________
(1) All amounts and percentages are based on the gross amount scheduled
to be paid on each contract, including unearned finance and other
charges. The information in the table includes an immaterial
amount of retail installment sale contracts on vehicles other than
automobiles and light duty trucks and includes previously sold
contracts which the Servicer continues to service.

CREDIT LOSS/REPOSSESSION EXPERIENCE(1)

<TABLE>
<CAPTION>
_____________ ENDED
March , YEAR ENDED DECEMBER 31,
-------------------- ---------------------------------
199 199 199 199 199 199 199
---- ---- ---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
Average Amount Outstanding
During the Period . . . . . . . $ $ $ $ $ $ $
Average Number of Contracts
Outstanding During the Period .
Percent of Contracts Acquired
During the % % % % % % %
Period with Recourse to the
Dealer . . . . . . . . . . . . .
Repossessions as a Percent of
Average % % % % % % %
Number of Contracts Outstanding
Net Losses as a Percent of
Liquidations(3)(4) . . . . . . % % % % % % %
Net Losses as a Percent of
Average % % % % % % %
Amount Outstanding(2)(3) . . .
</TABLE>

____________________
(1) (Except as indicated, all amounts and percentages are based on the
gross amount scheduled to be paid on each contract, including
unearned finance and other charges. The information in the table
includes previously sold contracts that the Servicer continues to
service.)

(2) Percentages have been annualized for the _____ months ended
____________, 199 and 199 and are not necessarily indicative of
the experience for the year.

(3) (Net losses are equal to the aggregate of the balances of all
contracts which are determined to be uncollectible in the period,
less any recoveries on contracts charged off in the period or any
prior periods, including any losses resulting from disposition
expenses and any losses resulting from the failure to recover
commissions to dealers with respect to contracts that are prepaid
or charged off.)

(4) Liquidations represent a reduction in the outstanding balances of
the contracts as a result of monthly cash payments and charge-offs.

(The net loss figures above reflect the fact that Seller had recourse to
Dealers on a portion of its retail installment sale contracts. By aggregate
principal balance, approximately % of the Receivables represent
contracts with recourse to Dealers. The Seller applies underwriting
standards to the purchase of contracts without regard to whether recourse to
Dealers is provided. However, the net loss experience of contracts without
recourse against Dealers is higher than that of contracts with recourse
against Dealers because, under its recourse obligation, the Dealer is
responsible to the Seller for payment of the unpaid balance of the contract,
provided that the Seller repossesses the vehicle or boat from the retail
buyer and returns it to the Dealer within a specified time. In the event of
a Dealer's bankruptcy, a bankruptcy trustee might attempt to characterize
recourse sales of contracts as loans to the Dealer secured by the contracts.
Such an attempt, if successful, could result in payment delays or losses on
the affected Receivables.)

THE SELLER

(DESCRIPTION OF SELLER AND ITS UNDERWRITING AND SERVICING STANDARDS)

THE SERVICER

(DESCRIPTION OF SERVICER AND ITS SERVICING STANDARDS)

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
the Securities" in the Prospectus. No principal payments will be made on the
Class ( ) Notes until all Class ( ) 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" herein. 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 their respective
final scheduled Distribution Dates. In addition, the rate of payment of
principal of each class of Notes will be affected by the Accelerated
Principal Distribution Amounts applied to the payment of the principal of the
Notes. 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.

DESCRIPTION OF THE NOTES

GENERAL

The Notes will be issued pursuant to the terms of 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. The following summary
supplements, and to the extent inconsistent therewith, replaces 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. , a
, will be the Indenture Trustee under the Indenture.

PAYMENTS OF INTEREST

The Notes will constitute Floating Rate Securities, as such term is
defined under "Certain Information Regarding the Securities -- Floating Rate
Securities" in the Prospectus. The Base Rate with respect to the Notes will
be ( ). 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 (other than
the Class ( ) Notes) will accrue at the applicable Interest Rate from the
Closing Date (in the case of the first Distribution Date) or from the
day of the month preceding the month of a Distribution Date to and
including the day of the month of the Distribution Date (each an
"Interest Accrual Period"). Interest on the outstanding principal amount of
the Class ( ) Notes will accrue at the Class ( ) Rate from the Closing Date
(in the case of the first Distribution Date) or from the most recent
Distribution Date on which interest has been paid to but excluding the
following Distribution Date (each, a "Floating Rate Interest Accrual
Period"). Interest on the Notes (other than the Class ( ) Notes) will be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
Interest on the Class ( ) Notes will be calculated on the basis of the
actual number of days in each applicable Floating Rate Interest Accrual
Period divided by 360. Interest payments on the Notes will generally be
derived from the Total Distribution Amount remaining after the payment of the
Servicing Fee and from the Reserve Account. See "Description of the Transfer
and Servicing Agreements -- Distributions" and "-- Reserve Account" herein.

Interest payments to all 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.

PAYMENTS OF PRINCIPAL

Principal payments will be made to the Noteholders on each Distribution
Date in an amount generally equal to the sum of (i) the Regular Principal
Distribution Amount plus (ii) the Accelerated Principal Distribution Amount.
The "Regular Principal Distribution Amount" with respect to any Distribution
Date will equal the sum of principal payments received with respect to the
Receivables during the preceding Collection Period or, in certain cases,
scheduled to be paid during such Collection Period (exclusive of Payaheads
allocable to principal that have not been applied as payments under the
related Receivables in such Collection Period and inclusive of Payaheads
allocable to principal that have been applied as payments under the related
Receivables in such Collection Period) plus the principal balances of
defaulted Receivables written off in respect of such Collection Period,
subject to certain limitations. The "Accelerated Principal Distribution
Amount" with respect to any Distribution Date will equal the portion, if any,
of the Total Distribution Amount for the related Collection Period that
remains after payment of (a) the Servicing Fee, (b) the Noteholders' Interest
Distributable Amount, (c) the Regular Principal Distribution Amount, (d) the
Certificateholders' Interest Distributable Amount, and (e) the amount, if
any, required to be deposited in the Reserve Account on such Distribution
Date. Principal payments on the Notes will generally be derived from the
Total Distribution Amount and the amount, if any, in the Reserve Account up
to the Available Amount remaining after the payment of the Servicing Fee and
the Noteholders' Interest Distributable Amount and, in the case of any
Accelerated Principal Distribution Amount, the Certificateholders' Interest
Distributable Amount and the amount, if any, required to be deposited into
the Reserve Account. See "Description of the Transfer and Servicing
Agreements -- Distributions" and "-- Reserve Account" herein.

On the Business Day immediately preceding each Distribution Date (a
"Determination Date"), the Indenture Trustee shall determine the amount in
the Collection Account for the related Collection Period allocable to
interest and the amount allocable to principal on an actual basis, and
payments to Securityholders on the following Distribution Date will be based
on such allocation.

On each Distribution Date, principal payments on the Notes will be
applied in the following order of priority: (i) to the principal balance of
the Class ( ) Notes until the principal balance of the Class ( ) Notes is
reduced to zero; and (ii) to the principal balance of the Class ( ) Notes
until the principal balance of the Class ( ) Notes is reduced to zero. The
principal balance of the Class ( ) Notes, to the extent not previously paid,
will be due on the Class ( ) Final Scheduled Distribution Date; and the
principal balance of the Class ( ) Notes, to the extent not previously paid,
will be due on the Class ( ) Final Scheduled Distribution Date. The actual
date on which the aggregate outstanding principal amount of any 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

The Class ( ) Notes will be redeemed in whole, but not in part, on any
Distribution Date after all the other classes of Notes have been paid in full
on which the Servicer exercises its option to purchase the Receivables. The
Servicer will have the option to purchase all, but not less than all, of the
Receivables on any Distribution Date on or after the Distribution Date on
which the Pool Balance has declined to ( )% or less of the Initial Pool
Balance. The price at which the Servicer will be required to purchase the
Receivables in order to exercise such option will be equal to the aggregate
of the Purchase Amounts of the Receivables as of the end of the related
Collection Period. The Servicer will be required to give not less than ( )
days notice to the Trustee of its intention to exercise such option. In
addition, the Servicer will not be permitted to exercise such option unless
the resulting distribution would be sufficient to retire the Notes at a
redemption price equal to the unpaid principal amount of such Notes plus
accrued and unpaid interest thereon (the "Redemption Price"). See
"Description of the Transfer and Servicing Agreements -- Termination" in the
Prospectus.

DESCRIPTION OF THE CERTIFICATES

GENERAL

The Certificates will be issued pursuant to the terms of 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, and to the extent inconsistent
therewith replaces, 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.

DISTRIBUTIONS OF INTEREST INCOME

On each Distribution Date, commencing , (199 )(20 ) , 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
Pass Through 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) or from the day of the month preceding
the month of the Distribution Date to and including the day of the
month of such Distribution Date. Interest in respect of the Certificates
will be calculated on the basis of a 360-day year consisting of twelve 30-day
months. 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 Pass
Through 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' Distributable Amount.
See "Description of the Transfer and Servicing Agreements -- Distributions"
and "-- Reserve Account" herein.

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 Regular 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 and funds in the Reserve Account 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 Servicer exercises its option to purchase the Receivables, the
terms of which option are described under "Description of the Notes --
Optional Redemption" herein, the Certificates will be retired. The Servicer
will not be permitted to exercise such option unless the resulting
distribution to the Certificateholders would be equal to the outstanding
Certificate Balance together with accrued interest at the Pass Through Rate.
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, the Administration 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, and to the extent
inconsistent therewith replaces, 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.

SALE AND ASSIGNMENT OF RECEIVABLES

Certain information regarding the conveyance of the Receivables by the
Depositor to the Trust on the Closing Date pursuant to the Sale and Servicing
Agreement is set forth in the Prospectus under "Description of the Transfer
and Servicing Agreements -- Sale and Assignment of Receivables".

SERVICING COMPENSATION AND PAYMENT OF EXPENSES

The Servicing Fee Rate with respect to the Servicing Fee for the
Servicer will be ____% per annum of the Pool Balance as of the first day of
the related 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) will 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.

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. The
"Total Distribution Amount" for a Distribution Date shall be the sum of the
Interest Distribution Amount and the Regular Principal Distribution Amount
(other than the portion thereof attributable to Realized Losses). "Realized
Losses" means the excess of the principal balance of any Liquidated
Receivable over Liquidation Proceeds to the extent allocable to principal.

The "Interest Distribution Amount" on any Distribution Date will
generally be the sum of the following amounts with respect to the preceding
Collection Period: (i) that portion of all collections on the Receivables
(including Payaheads) allocable to interest plus that portion of Payaheads
allocable to principal (less an amount equal to Payaheads, if any, that have
been returned to the related Obligors during such Collection Period);
(ii) all proceeds of the liquidation of defaulted Receivables ("Liquidated
Receivables"), net of expenses incurred by the Servicer in connection with
such liquidation and any amounts required by law to be remitted to the
Obligor on such Liquidated Receivables ("Liquidation Proceeds"), to the
extent attributable to interest due thereon in accordance with the Servicer's
customary servicing procedures, and all recoveries in respect of Liquidated
Receivables which were written off in prior Collection Periods; (iii) all
Advances made by the Servicer of interest due on the Receivables; (iv) the
Purchase Amount of each Receivable that was repurchased by the Depositor and
simultaneously, repurchased by the Seller or purchased by the Servicer under
an obligation which arose during the related Collection Period, to the extent
attributable to accrued interest thereon; and (v) Investment Earnings for
such Distribution Date. The Interest Distribution Amount shall be determined
on the related Determination Date on an actual basis.

The "Regular Principal Distribution Amount" on any Distribution Date
will generally be the sum of the following amounts with respect to the
preceding Collection Period: (i) that portion of all collections on the
Receivables (exclusive of Payaheads allocable to principal that have not been
applied as payments under the related Receivables in such Collection Period
and inclusive of Payaheads allocable to principal that have been applied as
payments under the related Receivables in such Collection Period) allocable
to principal; (ii) all Liquidation Proceeds attributable to the principal
amount of Receivables which became Liquidated Receivables during such
Collection Period in accordance with the Servicer's customary servicing
procedures, plus the amount of Realized Losses with respect to such
Liquidated Receivables; (iii) all Precomputed Advances made by the Servicer
of principal due on the Precomputed Receivables; (iv) 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; (v) partial
prepayments relating to refunds of extended warranty protection plan costs or
of physical damage, credit life or disability insurance policy premiums, but
only if such costs or premiums were financed by the respective Obligor as of
the date of the original contract; and (vi) on the Distribution Date
immediately following the Final Scheduled Maturity Date (the "Final Scheduled
Distribution Date"), any amounts advanced by the Servicer with respect to
principal on the Receivables. The Regular Principal Distribution Amount
shall be determined on the related Determination Date on an actual basis.

The Interest Distribution Amount and the Regular Principal Distribution
Amount on any Distribution Date shall exclude the following:

(i) amounts received on Precomputed Receivables to the extent that
the Servicer has previously made an unreimbursed Precomputed Advance;

(ii) Liquidation Proceeds with respect to a particular Precomputed
Receivable to the extent of any unreimbursed Precomputed Advances
thereon;

(iii) all payments and proceeds (including Liquidation
Proceeds) of any Receivables, the Purchase Amount of which has been
included in the Total Distribution Amount in a prior Collection Period;

(iv) amounts received in respect of interest on Simple Interest
Receivables during the preceding Collection Period in excess of the
amount of interest that would have been due during the Collection Period
on Simple Interest Receivables at their respective APRs (assuming that a
payment is received on each Simple Interest Receivable on the due date
thereof); and

(v) Liquidation Proceeds with respect to a Simple Interest
Receivable attributable to accrued and unpaid interest thereon (but not
including interest for the then current Collection Period) but only to
the extent of any unreimbursed Simple Interest Advances.

DEPOSITS TO THE DISTRIBUTION ACCOUNTS. At the beginning of each
Collection Period, the Indenture Trustee will apply funds available in the
Collection Account to pay to the Servicer the Servicing Fee for such
Collection Period and any overdue Servicing Fees. On each Distribution Date,
the Servicer will instruct the Indenture Trustee to make the following
deposits and distributions, to the extent of the amount then on deposit in
the Collection Account, in the following order of priority:

(i) to the Servicer, from the Interest Distribution Amount (as so
allocated) the Servicing Fee and all unpaid Servicing Fees from prior
Collection Periods, to the extent, if any, such amounts are not paid at
the beginning of the related Collection Period;

(ii) to the Note Distribution Account, from the Total Distribution
Amount remaining after the payment of the Servicing Fee for such
Collection Period and all unpaid Servicing Fees from prior Collection
Periods, the Noteholders' Interest Distributable Amount;

(iii) to the Note Distribution Account, from the Total
Distribution Amount remaining after the application of clauses (i) and
(ii), the Noteholders' Principal Distributable Amount;

(iv) to the Certificate Distribution Account, from the Total
Distribution Amount remaining after the application of clauses (i)
through (iii), the Certificateholders' Interest Distributable Amount;

(v) after all of the Notes have been paid in full, to the
Certificate Distribution Account, from the Total Distribution Amount
remaining after the application of clauses (i) through (iv), the
Certificateholders' Principal Distributable Amount; and

(vi) the remaining balance, if any, to the Reserve Account.

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 Distributable Amount" means, with respect to
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, with
respect to any Distribution Date, interest accrued for the related
Interest Accrual Period or Floating Rate Interest Accrual Period, as
applicable, on each class of Notes at the respective Interest Rate for
such class on the outstanding principal balance of the Notes of such
class on the immediately preceding Distribution Date (or, in the case of
the first Distribution Date, on the Closing Date), after giving effect
to all payments of principal to the Noteholders of such class on or
prior to such Distribution Date.

"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 the Notes for the related Interest Accrual Period or Floating Rate
Interest Accrual Period, as applicable.

"Noteholders' Principal Distributable Amount" means, with respect
to any Distribution Date, the sum of the Noteholders' Monthly Principal
Distributable Amount for such Distribution Date and the Noteholders'
Principal Carryover Shortfall as of the close of the preceding
Distribution Date; provided, however, that the Noteholders' Principal
Distributable Amount shall not exceed the outstanding principal balance
of the Notes; and provided, further, that (i) the Noteholders' Principal
Distributable Amount on the Class ( ) Final Scheduled Distribution Date
shall not be less than the amount that is necessary (after giving effect
to other amounts to be deposited in the Note Distribution Account on
such Distribution Date and allocable to principal) to reduce the
outstanding principal balance of the Class ( ) Notes to zero; and
(ii) the Noteholders' Principal Distributable Amount on the Class ( )
Final Scheduled Distribution Date shall not be less than the amount that
is necessary (after giving effect to other amounts to be deposited in
the Note Distribution Account on such Distribution Date and allocable to
principal) to reduce the outstanding principal balance of the Class ( )
Notes to zero.

"Noteholders' Monthly Principal Distributable Amount" means, with
respect to each Distribution Date, the sum of (i) the Regular Principal
Distribution Amount and (ii) the Accelerated Principal Distribution
Amount.

"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.

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

"Certificateholders' Interest Distributable Amount" means, with
respect to 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,
with respect to any Distribution Date, 30 days of interest (or, in the
case of the first Distribution Date, interest accrued from and including
the Closing Date to but excluding such Distribution Date, calculated on
the basis of a 360-day year consisting of twelve 30-day months) at the
Pass Through Rate on the Certificate Balance on the immediately
preceding Distribution Date, after giving effect to all payments
allocable to the reduction of the Certificate Balance made on or prior
to such Distribution Date (or, in the case of the first Distribution
Date, on the Closing Date).

"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 Pass Through Rate
for the related Interest Accrual Period.

"Certificateholders' Principal Distributable Amount" means, with
respect to 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, however, that the
Certificateholders' Principal Distributable Amount shall not exceed the
Certificate Balance. In addition, on the Final Scheduled Distribution
Date, the principal required to be deposited into the Certificate
Distribution Account will include the lesser of (a) (i) any scheduled
payments of principal due and remaining unpaid on each Precomputed
Receivable and (ii) any principal due and remaining unpaid on each
Simple Interest Receivable, in each case, in the Trust as of the Final
Scheduled Distribution Date or (b) 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.

"Certificateholders' Monthly Principal Distributable Amount" means,
with respect to any Distribution Date prior to the Distribution Date on
which the Notes are paid in full, zero; and with respect to any
Distribution Date commencing on the Distribution Date on which the Notes
are paid in full, the Regular Principal Distribution Amount (less, on
the Distribution Date on which the Notes are paid in full, the portion
thereof payable on the Notes).

"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.

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

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:

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

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

(a) to the Class ( ) Noteholders in reduction of principal
until the principal balance of the Class ( ) Notes has been
reduced to zero; and

(b) to the Class ( ) Noteholders in reduction of principal
until the principal balance of the Class ( ) 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.

RESERVE ACCOUNT

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.
The Reserve Account will be created with an initial deposit by the (________)
on the Closing Date of cash or Eligible Investments in the amount of $
.

(DESCRIBE RESERVE ACCOUNT FORMULA)

If the amount on deposit in the Reserve Account on any Distribution Date
(after giving effect to all deposits therein or other withdrawals therefrom
on such Distribution Date) is greater than the Specified Reserve Account
Balance for such Distribution Date, except as described below and subject to
certain limitations, the Servicer shall instruct the Indenture Trustee to
distribute such excess to the Depositor. Upon any distribution to the
Depositor of amounts from the Reserve Account, neither the Noteholders nor
the Certificateholders will have any rights in, or claims to, such amounts.
Subsequent to any reduction or withdrawal by any Rating Agency of its rating
of any class of Notes, unless such rating has been restored, any such excess
released from the Reserve Account on a Distribution Date will be deposited in
the Note Distribution Account for payment to Noteholders as an accelerated
payment of principal on such Distribution Date.

Amounts held from time to time in the Reserve Account will continue to
be held for the benefit of Noteholders and Certificateholders. On each
Distribution Date, funds will be withdrawn from the Reserve Account up to the
Available Amount to the extent that the Total Distribution Amount (after the
payment of the Servicing Fee) with respect to any Collection Period is less
than the Noteholders' Distributable Amount and will be deposited in the Note
Distribution Account. In addition, after giving effect to such withdrawal,
funds will be withdrawn from the Reserve Account up to the Available Amount
(as reduced by any withdrawal pursuant to the preceding sentence) to the
extent that the portion of the Total Distribution Amount remaining after the
payment of the Servicing Fee and the deposit of the Noteholders'
Distributable Amount in the Note Distribution Account is less than the
Certificateholders' Distributable Amount and will be deposited in the
Certificate Distribution Account. If funds applied in accordance with the
preceding sentence are insufficient to distribute interest due on the
Certificates, subject to certain limitations, funds will be withdrawn from
the Reserve Account and applied to distribute interest due on the
Certificates to the extent of the Certificate Interest Reserve Amount. On
each Distribution Date, the Reserve Account will be reinstated up to the
Specified Reserve Account Balance to the extent of the portion, if any, of
the Total Distribution Amount remaining after payment of the Servicing Fee,
the deposit of the Noteholders' Distributable Amount into the Note
Distribution Account and the deposit of the Certificateholders' Distributable
Amount into the Certificate Distribution Account.

"Available Amount" means, with respect to any Distribution Date, the
amount of funds on deposit in the Reserve Account on such Distribution Date
(other than Investment Earnings) less the Certificate Interest Reserve Amount
with respect to such Distribution Date, in each case, before giving effect to
any reduction thereto on such Distribution Date.

"Certificate Interest Reserve Amount" means the lesser of (i) $
less the amount of any application of the Certificate Interest Reserve
Amount to pay interest on the Certificates on any prior Distribution Date and
(ii) % of the Certificate Balance on such Distribution Date (before
giving effect to any reduction thereof on such Distribution Date); provided,
however, that the Certificate Interest Reserve Amount shall be zero
subsequent to any reduction by any Rating Agency to less than " " or its
equivalent, or withdrawal by any Rating Agency, of its rating of any class of
Notes, unless such rating has been restored.

If on any Distribution Date the entire Noteholders' 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 generally will not receive any distributions other than
those, if any, in respect of interest made from the Certificate Interest
Reserve Amount.

After the payment in full, or the provision for such payment, of (i) all
accrued and unpaid interest on the Securities and (ii) the outstanding
principal balance of the Securities, any funds remaining on deposit in the
Reserve Account, subject to certain limitations, will be paid to the
Depositor.

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.

FEDERAL INCOME TAX CONSEQUENCES

In the opinion of Brown & Wood LLP counsel for the Trust, 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. The Notes, including the Class ( )
Notes, will not be issued with original issue discount ("OID"). (The Class (
) Notes provide for stated interest at a floating rate based on __________,
subject to a cap of % per year.) Under Treasury regulations, stated
interest payable at a variable rate is not treated as OID or contingent
interest if the variable rate is a qualified floating rate or a qualifying
objective rate. The stated interest on the Class ( ) Notes represents
interest payable at a qualified floating rate and thus will be taxable to
holders of Class ( ) Notes as interest and not as OID or contingent
interest. For additional information regarding federal income tax
consequences, see "Federal Income Tax Consequences" in the Prospectus.

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 an Note 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 Notes under ERISA, see "ERISA Considerations" in the Prospectus.

THE CERTIFICATES

The Certificates may not be acquired by (a) an employee benefit plan (as
defined in Section 3(3) of ERISA) that is subject to the provisions of Title
I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) 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
Life Ins. Co. v. Harris Trust and Sav. Bank, 114 S. Ct. 517 (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. In
particular, such an insurance company should consider the exemptive relief
granted by the Department of Labor for transactions involving insurance
company general accounts in Prohibited Transactions Exemption 95-60, 60
Fed. Reg. 35925 (July 12, 1995). 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 the Underwriting
Agreement (the "Underwriting Agreement"), the Depositor has agreed to cause
the Trust to sell to the Underwriter, and the Underwriter has agreed to
purchase, the entire principal amount of the Notes and the Certificates.

The Depositor has been advised by the Underwriter that it proposes
initially to offer the Notes 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 ( ) Note and % per Class ( ) Note. The
Underwriter may allow and such dealers may reallow a concession not in excess
of % per Class ( ) Note and % per Class ( ) Note to certain other
dealers. After the initial public offering of the Notes, the public offering
price and such concessions may be changed.

The Depositor has been advised by the Underwriter that it proposes
initially to offer the Certificates to the public at the price set forth
herein and to certain dealers at such price less the initial concession not
in excess of % per Certificate. The Underwriter may allow and such
dealers may reallow a concession not in excess of % per Certificate to
certain other dealers. After the initial public offering of the
Certificates, the public offering price and such concessions may be changed.

Until the distribution of the Notes and Certificates is completed, rules
of the Commission may limit the ability of the Underwriter and certain
selling group members to bid for and purchase the Notes and Certificates. As
an exception to these rules, the Underwriter is permitted to engage in
certain transactions that stabilize the price of the Notes and Certificates.
Such transactions consist of bids or purchases for the purpose of pegging,
fixing or maintaining the price of the Certificates.

If the Underwriter creates a short position in the Notes and
Certificates in connection with the offering, i.e., if it sells more Notes
and Certificates than are set forth on the cover page of this Prospectus
Supplement, the Underwriter may reduce that short position by purchasing
Notes and Certificates in the open market.

In general, the purchase of a security for the purpose of stabilization
or to reduce a short position could cause the price of the security to be
higher than it might be in the absence of such purchases.

Neither the Depositor nor any Underwriter makes any representation or
prediction as to the direction or magnitude of any effect that the
transactions described above may have on the prices of the Notes and
Certificates. In addition, Neither the Depositor nor any Underwriter makes
any representation that the Underwriter will engage in such transactions or
that such transactions, once commenced, will not be discontinued without
notice.

The Underwriter has represented and agreed that (a) it has not offered
or sold, and will not offer or sell, any Notes to persons in the United
Kingdom except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances
that do not constitute an offer to the public in the United Kingdom for the
purposes of the Public Offers of Securities Regulations 1995, (b) it has
complied and will comply with all applicable provisions of the Financial
Services Act 1986 of Great Britain with respect to anything done by it in
relation to the Notes in, from or otherwise involving the United Kingdom and
(c) it has only issued or passed on and will only issue or pass on in the
United Kingdom any document in connection with the issue of the Notes to a
person who is of a kind described in Article 11(3) of the Financial Services
Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person
to whom the document may otherwise lawfully be issued or passed on.

Upon receipt of a request by an investor who has received an electronic
Prospectus Supplement and Prospectus from the Underwriter or a request by
such investor's representative within the period during which there is an
obligation to deliver a Prospectus Supplement and Prospectus, the Seller or
the Underwriter will promptly deliver, or cause to be delivered, without
charge, a paper copy of the Prospectus Supplement and Prospectus.

LEGAL OPINIONS

Certain legal matters relating to the Notes and the Certificates and
certain federal income tax matters and certain state tax matters will be
passed upon for the Depositor by Brown & Wood LLP New York, New York.
(Certain legal matters relating to the Notes and the Certificates will be
passed upon for the Underwriter by Brown & Wood LLP.)

INDEX OF TERMS

Accelerated Principal Distribution Amount . . . . . . . . . . . . . . S-3,S-14
APR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-9
Available Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-20
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-2
Cede . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Cover
Certificate Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . S-19
Certificate Interest Reserve Amount . . . . . . . . . . . . . . . . . . . S-20
Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-5
Certificateholders' Distributable Amount . . . . . . . . . . . . . . . . S-18
Certificateholders' Interest Carryover Shortfall . . . . . . . . . . . . S-19
Certificateholders' Interest Distributable Amount . . . . . . . . . . . . S-18
Certificateholders' Monthly Interest Distributable Amount . . . . . . . . S-19
Certificateholders' Monthly Principal Distributable Amount . . . . . . . S-19
Certificateholders' Principal Carryover Shortfall . . . . . . . . . . . . S-19
Certificateholders' Principal Distributable Amount . . . . . . . . . . . S-19
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . .Cover,S-1
Class ( ) Final Scheduled Distribution Date . . . . . . . . . . . . . . .S-4
Class ( ) Notes . . . . . . . . . . . . . . . . . . . . . . . . . .Cover,S-1
Class ( ) Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-2
Class ( ) Final Scheduled Distribution Date . . . . . . . . . . . . . . .S-4
Class ( ) Notes . . . . . . . . . . . . . . . . . . . . . . . . . .Cover,S-1
Class ( ) Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-2
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-6
Collection Account . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-6
Collection Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-3
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Cover
Cutoff Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-1
Depositor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Cover,S-1
Determination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-4
Distribution Date . . . . . . . . . . . . . . . . . . . . . . . . . .Cover,S-2
DTC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Cover
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-6
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Cover
Final Scheduled Distribution Date . . . . . . . . . . . . . . . . . . . . S-17
Final Scheduled Maturity Date . . . . . . . . . . . . . . . . . . . . . . .S-2
Floating Rate Interest Accrual Period . . . . . . . . . . . . . . . S-3,S-13
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-1
Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-1
Initial Pool Balance . . . . . . . . . . . . . . . . . . . . . . . . . . .S-1
Interest Accrual Period . . . . . . . . . . . . . . . . . . . . . . . S-3,S-13
Interest Distribution Amount . . . . . . . . . . . . . . . . . . . . . . S-13
Interest Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-3
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-1
Liquidated Receivables . . . . . . . . . . . . . . . . . . . . . . . . . S-16
Liquidation Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . S-16
Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-2
Noteholders' Distributable Amount . . . . . . . . . . . . . . . . . . . . S-18
Noteholders' Interest Carryover Shortfall . . . . . . . . . . . . . . . . S-18
Noteholders' Interest Distributable Amount . . . . . . . . . . . . . . . S-18
Noteholders' Monthly Interest Distributable Amount . . . . . . . . . . . S-18
Noteholders' Monthly Principal Distributable Amount . . . . . . . . . . . S-18
Noteholders' Principal Carryover Shortfall . . . . . . . . . . . . . . . S-18
Noteholders' Principal Distributable Amount . . . . . . . . . . . . . S-3,S-18
Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Cover,S-1
OID . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-21
Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-1
Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-21
Pool Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-2
Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Cover
Rating Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-8
Realized Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-16
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Cover
Receivables Pool . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-9
Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-2
Regular Principal Distribution Amount . . . . . . . . . . . . . .S-3,S-14,S-16
Sale and Servicing Agreement . . . . . . . . . . . . . . . . . . . . . . .S-1
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover, S-1
Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-5
Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-2
Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-1
Tax Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-6
Transfer and Servicing Agreements . . . . . . . . . . . . . . . . . . . . .S-15
Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover,S-1
Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1
Underwriter(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover
Underwriting Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . .S-22

[BACK COVER OF PROSPECTUS SUPPLEMENT]

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE 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 DEPOSITOR OR BY THE UNDERWRITER(S). THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY TO ANYONE IN
ANY JURISDICTION IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
AN IMPLICATION THAT INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE OF THIS PROSPECTUS SUPPLEMENT OR PROSPECTUS.

___________________

TABLE OF CONTENTS

PAGE
----

PROSPECTUS SUPPLEMENT
Reports to Securityholders . . . . . . . . . . . . . . . . . . . . . . Cover
Summary of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-8
The Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-8
Capitalization of the Trust . . . . . . . . . . . . . . . . . . . . . . . S-9
The Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-9
The Receivables Pool . . . . . . . . . . . . . . . . . . . . . . . . . . S-9
Delinquencies, Repossessions and Net Losses . . . . . . . . . . . . . . .S-11
The Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-12
The Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-12
Weighted Average Life of the Securities . . . . . . . . . . . . . . . . .S-13
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . .S-13
Description of the Certificates . . . . . . . . . . . . . . . . . . . . .S-15
Description of the Transfer and Servicing . . . . . . . . . . . . . . . . . .
Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-15
Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . .S-21
ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . .S-21
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-22
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-23
Index of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-23

PROSPECTUS
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Incorporation of Certain Documents by
Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Summary of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
The Trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
The Receivables Pools . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
Weighted Average Life of the Securities . . . . . . . . . . . . . . . . . . .20
Pool Factors and Trading Information . . . . . . . . . . . . . . . . . . . .21
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
The Depositor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . .22
Description of the Certificates . . . . . . . . . . . . . . . . . . . . . . .25
Certain Information Regarding the Securities . . . . . . . . . . . . . . . .27
Description of the Transfer and Servicing Agreements . . . . . . . . . . . .35
Certain Legal Aspects of the Receivables . . . . . . . . . . . . . . . . . .44
Certain Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . .50
ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . .60
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . .61
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .62
Index of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63

UNTIL 90 DAYS AFTER THE DATE OF THIS PROSPECTUS SUPPLEMENT, ALL DEALERS
EFFECTING TRANSACTIONS IN THE SECURITIES OFFERED BY 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(S) AND WITH RESPECT
TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

____________________
____________________
____________________
____________________

$( )

(___________________________) TRUST
199 -( )
$
(FLOATING RATE)( %)
ASSET BACKED NOTES, CLASS ( )

$
(FLOATING RATE)( %)
ASSET BACKED NOTES, CLASS ( )

$
(FLOATING RATE)( %)
ASSET BACKED CERTIFICATES

MORGAN STANLEY ABS CAPITAL II INC.
DEPOSITOR
____________________

PROSPECTUS SUPPLEMENT
____________________

MORGAN STANLEY DEAN WITTER
____________________

, 199
____________________
____________________

Version #1B
Subject to completion, dated August 6, 1997

PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED , 199__)

$( )

__________________ TRUST 199 -( )

( %) ASSET BACKED CERTIFICATES, CLASS A
( %) ASSET BACKED CERTIFICATES, CLASS B
MORGAN STANLEY ABS CAPITAL II INC., DEPOSITOR

__________________________________, SERVICER

____________________

The Asset Backed Certificates, Series 199_-_ (the "Certificates") will
consist of two Classes of Certificates, the Class A Certificates and the
Class B Certificates. The Class A Certificates will evidence in the
aggregate an undivided ownership interest of approximately ___% in a trust
(the "Trust") to be formed pursuant to a Pooling and Servicing Agreement to
be entered into among Morgan Stanley ABS Capital II Inc., as Depositor (the
"Depositor"), _______________________, as Servicer (the "Servicer"), and
_____________________, as Trustee (the "Trustee"). The Class B Certificates
will evidence in the aggregate an undivided ownership interest of
approximately ___% 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 retail
installment sale contracts or retail installment loans (the "Receivables")
secured by new or used automobiles, light-duty trucks, recreational vehicles
and recreational sport and power boats (including any boat motors and
accompanying trailers) and yachts (both power and sail) (the "Financed
Assets"), all monies due thereunder on or after __________, security
interests in the Financed Assets and certain other property.

(Cover continued on following page)
THE CERTIFICATES REPRESENT BENEFICIAL INTERESTS IN THE TRUST ONLY AND DO NOT
REPRESENT OBLIGATIONS OF OR INTERESTS IN MORGAN STANLEY ABS CAPITAL II INC.,
THE SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE CERTIFICATES
OR THE RECEIVABLES ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY.

<TABLE>
<CAPTION>
ORIGINAL
PRINCIPAL PRICE TO UNDERWRITING PROCEEDS TO THE
AMOUNT PUBLIC(1) DISCOUNT DEPOSITOR(1)(2)
<S> <C> <C> <C> <C>
Class A Certificate . $ % % %
Class B Certificate . % % %
Total $ $ $ $

</TABLE>

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

The Certificates are offered by Morgan Stanley & Co. Incorporated (the
"Underwriter") subject to prior sale and subject to the Underwriter's right
to reject any order in whole or in part and to approval of certain legal
matters by its counsel. It is expected that when, as and if issued and
accepted by the Underwriter the Certificates will be delivered in book-entry
form only through the facilities of The Depository Trust Company, Cedel Bank,
societe anonyme, and the Euroclear System against payment therefor in
immediately available funds on or about , 199 .

____________________

MORGAN STANLEY DEAN WITTER
____________________

, 199 .

(Continued from previous page)

PROSPECTIVE INVESTORS SHOULD REVIEW THE INFORMATION SET FORTH UNDER
"RISK FACTORS" ON PAGE S-6 HEREIN AND ON PAGE 12 IN THE ACCOMPANYING
PROSPECTUS.

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. TO THE EXTENT ANY STATEMENTS IN THIS PROSPECTUS
SUPPLEMENT CONFLICT WITH STATEMENTS IN THE PROSPECTUS, THE STATEMENTS IN THIS
PROSPECTUS SUPPLEMENT SHALL CONTROL.

Certain persons participating in this offering may engage in
transactions that stabilize, maintain, or otherwise affect the price of the
Certificates. Such transactions may include stabilizing and the purchase of
Certificates to cover syndicate short positions. For a description of these
activities, see "Underwriting" herein.

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.
("Cede"), as nominee of The Depository Trust Company ("DTC") and registered
holder of the Certificates. See "Description of the Certificates --
Book-Entry Registration" and "-- Reports to Certificateholders" in the
accompanying Prospectus (the "Prospectus"). Such reports will not constitute
financial statements prepared in accordance with generally accepted
accounting principles. The Depositor, 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
(the "Exchange Act"), and the rules and regulations of the Commission
thereunder.

SUMMARY OF TERMS

Issuer . . . . . . . . . . . . . _______________ Trust 199 -( )
(the "Trust" or the "Issuer"), to
be formed pursuant to a Pooling
and Servicing Agreement to be
dated as of __________, 199_ among
the Depositor, the Servicer and
the Trustee (the "Pooling and
Servicing Agreement")

Depositor . . . . . . . . . . . . Morgan Stanley ABS Capital II Inc.
(the "Depositor").

Servicer . . . . . . . . . . . . ______________________ (in such
capacity, the "Servicer").

Trustee . . . . . . . . . . . . . , as
trustee under the Pooling and
Servicing Agreement (the
"Trustee").

The Certificates . . . . . . . . The Certificates will consist of
two classes, entitled ___% Asset
Backed Certificates, Class A (the
"Class A Certificates") and ___%
Asset Backed Certificates, Class B
(the "Class B Certificates").
Each Certificate will represent a
fractional undivided ownership
interest in the Trust.

The Class A Certificates will
evidence in the aggregate an
undivided ownership interest (the
"Class A Percentage") of
approximately ___% of the Trust
(initially representing
$__________) and the Class B
Certificates will evidence in the
aggregate an undivided ownership
interest (the "Class B
Percentage") of approximately ___%
of the Trust (initially
representing $__________). The
Class B Certificates are
subordinated to the Class A
Certificates, to the extent
described herein.

The Receivables . . . . . . . . . The Receivables will have an
aggregate principal balance of
approximately $ (the
"Initial Pool Balance") as of
, 199 (the "Cutoff
Date"). The Receivables will
consist of retail installment sale
contracts or installment loans
between Obligors and Dealers
secured by new or used
automobiles, light duty trucks,
recreational vehicles and
recreational sport and power boats
(including any boat motors and
accompanying trailers) and yachts
(both power and sail) (the
"Financed Assets"). The retail
installment sale contracts were
purchased by __________ (the
"Seller"). The Receivables will
be transferred by the Depositor to
the Trust, based on the criteria
specified in the Pooling and
Servicing Agreement and described
herein and in the Prospectus. As
of the Cutoff Date, the weighted
average annual percentage rate of
the Receivables was approximately
%, the weighted average
remaining maturity of the
Receivables was approximately
months, and the weighted average
original maturity of the
Receivables was approximately
months. No Receivable has a
scheduled maturity later than
, 20__ (the "Final
Scheduled Maturity Date"). See
"The Receivables Pool" herein.

Distribution Dates . . . . . . . Distributions with respect to the
Certificates will be made on the
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 . The
Servicer shall determine the
amount to be distributed on the
Distribution Date on or before the
Business Day preceding such
Distribution Date (the
"Determination Date").
Distributions will be made to
holders of the Certificates (the
"Certificateholders") of record as
of the day immediately preceding
such Distribution Date or, if
Definitive Certificates are
issued, as of the day of the
preceding month (a "Record Date").

Class A Pass Through Rate . . . . ___% per annum.

Class B Pass Through Rate . . . . ___% per annum.

Interest . . . . . . . . . . . . On each Distribution Date, the
Trustee will distribute to the
Class A Certificateholders 30 days
of interest at the Class A Pass-
Through Rate on the Class A
Certificate Balance as of the last
day of the preceding calendar
month (before giving effect to
distributions of principal on the
related Distribution Date)
generally to the extent of funds
available from (i) the Class A
Percentage of the Interest
Distribution Amount; (ii) the
Reserve Account and (iii) the
Class B Percentage of the Total
Distribution Amount. The "Class A
Certificate Balance" shall equal,
initially, the Class A Percentage
of the Pool Balance as of the
Cutoff Date and thereafter shall
equal the initial Class A
Certificate Balance, reduced by
all principal distributions on the
Class A Certificates. Interest on
the Certificates will be
calculated on the basis of a 360-
day year consisting of twelve 30-
day months.

Class A Principal . . . . . . . . On each Distribution Date, the
Trustee will distribute to Class A
Certificateholders an amount equal
to the Class A Percentage of the
Principal Distribution Amount for
the Collection Period preceding
such Distribution Date to the
extent of funds available
therefor. The "Principal
Distribution Amount" is the amount
of principal paid or, in certain
circumstances, the principal
balance of defaulted Receivables,
as calculated by the Servicer as
described under "Description of
the Certificates --
Distributions." The Class A
Percentage of the Principal
Distribution Amount will be passed
through on each Distribution Date
to the Class A Certificateholders
to the extent of funds available
from (i) the Class A Percentage of
the Principal Distribution Amount
(exclusive of the portion thereof
attributable to Realized Losses),
(ii) the Reserve Account and (iii)
the Class B Percentage of the
Total Distribution Amount.
"Realized Losses" means the excess
of the principal balance of any
Liquidated Receivable over
Liquidation Proceeds to the extent
allocable to principal received in
the Collection Period in which the
Receivable became a Liquidated
Receivable. A "Collection Period"
with respect to a Distribution
Date will be the calendar month
preceding the month in which such
Distribution Date occurs.

Class B Interest . . . . . . . . On each Distribution Date, the
Trustee will distribute to the
Class B Certificateholders 30 days
of interest at the Class B Pass
Through Rate on the Class B
Certificate Balance as of the last
day of the preceding calendar
month (before giving effect to
distributions of principal on such
Distribution Date) generally to
the extent of funds available,
after giving effect to the prior
rights of the Class A
Certificateholders to receive the
distribution of principal and
interest due them as described
above, from (i) the Class B
Percentage of the Interest
Distribution Amount and (ii) the
Reserve Account. The "Class B
Certificate Balance" will equal,
initially, $ and,
thereafter, will equal the initial
Class B Certificate Balance
reduced by all amounts previously
distributed to Class B
Certificateholders (or deposited
in the Reserve Account, exclusive
of the Reserve Account Initial
Deposit) and allocable to
principal and by Realized Losses.

Class B Principal . . . . . . . . On each Distribution Date, the
Trustee will distribute the Class
B Percentage of the Principal
Distribution Amount to the Class B
Certificateholders to the extent
of funds available (after giving
effect to the distribution of the
interest and principal due to the
Class A Certificateholders and the
interest due to the Class B
Certificateholders) from (i) the
Class B Percentage of the
Principal Distribution Amount
(exclusive of the portion thereof
attributable to Realized Losses)
and (ii) the Reserve Account.

Optional Prepayment . . . . . . . The Servicer will have the option
to purchase all, but not less than
all, of the Receivables on any
Distribution Date on or after the
Distribution Date on which the
Pool Balance has declined the (
)% or less of the Initial Pool
Balance. The price at which the
Servicer will be required to
purchase the Receivables in order
to exercise such option will be
equal to the aggregate of the
Purchase Amounts of the
Receivables as of the end of the
related Collection Period. The
Servicer will be required to give
not less than ( ) days notice to
the Trustee of its intention to
exercise such option. In
addition, the Servicer will not be
permitted to exercise such option
unless the resulting distribution
would be sufficient to distribute
to the Class A Certificateholders
will receive an amount equal to
the Class A Certificate Balance
together with accrued interest at
the Class A Pass Through Rate, and
to the Class B Certificateholders
an amount equal to the Class B
Certificate Balance together with
accrued interest at the Class B
Pass Through Rate. Upon such a
distribution the Certificates will
be retired.

Reserve Account . . . . . . . . . The Reserve Account will be
created with an initial deposit by
( ) on the Closing Date of cash
or Eligible Investments having a
value of at least $ .

Certain amounts in the Reserve
Account on any Distribution Date
(after giving effect to all
distributions to be made on such
Distribution Date) in excess of
the Specified Reserve Account
Balance for such Distribution Date
will be released to the ______.
The "Specified Reserve Account
Balance" with respect to any
Distribution Date generally will
be equal to (state formula). The
amount in the Reserve Account will
be increased by the deposit
thereto on each Distribution Date
of the amount, if any, of the
Total Distribution Amount
remaining after the payment of the
Servicing Fee and any prior unpaid
Servicing Fee, the Class A
Distributable Amount and the Class
B Distributable Amount until the
amount in the Reserve Account
equals the Specified Reserve
Account Balance. Amounts in the
Reserve Account on any
Distribution Date (after giving
effect to all distributions made
on such Distribution Date) in
excess of the Specified Reserve
Account Balance for such
Distribution Date generally will
be released to the ______ and will
no longer be available to the
Certificateholders. The Reserve
Account will be maintained with
the Trustee as a segregated trust
account, but will not be part of
the Trust.

Collection Account . . . . . . . Except under certain conditions
described herein, the Servicer
will be required to remit
collections received with respect
to the Receivables within two
Business Days of receipt thereof
to one or more accounts in the
name of the Trustee (the
"Collection Account"). Pursuant
to the Pooling and Servicing
Agreement, the Servicer will have
the revocable power to instruct
the Trustee to withdraw funds on
deposit in the Collection Account
and to apply such funds on each
Distribution Date to the following
(in the priority indicated):
(i) the Servicing Fee for the
prior Collection Period and any
overdue Servicing Fees to the
Servicer, (ii) the Class A
Distributable Amount to the Class
A Certificateholders, (iii) the
Class B Distributable Amount to
the Class B Certificateholders,
and (iv) the remaining balance, if
any, to the Reserve Account.

Tax Status . . . . . . . . . . . In the opinion of Brown & Wood
LLP, counsel to the Trust ("Tax
Counsel") the Trust will be
treated as a grantor trust for
federal income tax purposes and
will not be subject to federal
income tax. Certificate Owners
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
Certificate Owners who are
individuals, trusts, or estates,
may deduct their pro rata share of
reasonable servicing and other
fees. See "Federal Income Tax
Consequences" in the Prospectus
for additional information
concerning the application of
federal income tax laws to the
Trust and the Certificates.

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 may not
be acquired by 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 by an
individual retirement account.
See "ERISA Considerations" herein
and in the Prospectus.
Ratings of the Class A
Certificates . . . . . . . . . . It is a condition to the issuance
of the Class A Certificates that
they be rated " " by at least
one Rating Agency. The rating of
the Class A Certificates by a
Rating Agency reflects such Rating
Agency's assessment of the
likelihood that the holders of the
Class A Certificates will receive
payments principal and interest,
however, the rating on the Class A
Certificates does not address the
timing of distributions of
principal in respect of the Class
A Certificates prior to the Final
Scheduled Distribution Date. A
rating is not a recommendation to
buy, sell or hold securities and
may be subject to revision or
withdrawal at any time by the
assigning Rating Agency. Each
rating should be evaluated
independently of any other rating.
See "Risk Factors -- Ratings of
the Certificates" herein.

Ratings of the Class B
Certificates . . . . . . . . . . It is a condition to the issuance
of the Class B Certificates that
they be rated at least in the "
" category or its equivalent by at
least one Rating Agency. The
rating of the Class B Certificates
by a Rating Agency reflects such
Rating Agency's assessment of the
likelihood that the holders of the
Class B Certificates will receive
payments of principal and
interests, however, the rating on
the Class B Certificates does not
address the timing of
distributions of principal in
respect of the Certificates prior
to the Final Scheduled
Distribution Date. A rating is
not a recommendation to buy, sell
or hold securities and may be
subject to revision or withdrawal
at any time by the assigning
Rating Agency. Such rating should
be evaluated independently of any
other rating. See "Risk Factors -
- Ratings of the Certificates"
herein.

RISK FACTORS

Investors should consider, among other things, the matters discussed
under "Risk Factors" in the Prospectus and the following risk factors in
connection with purchases of the Certificates.

LIMITED LIQUIDITY; ABSENCE OF A SECONDARY MARKET. There is currently no
secondary market for the Certificates. Each Underwriter currently intends to
make a market in the Certificates, 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 Certificateholders
with liquidity of investment or that it will continue for the life of the
Certificates offered hereby.

(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. Obligors on Receivables
representing approximately _____% by principal balance of the Receivables
were located in ( ) as of the Cutoff Date. As a result, economic
conditions in such states may have a disproportionate affect on prepayments
and/or defaults in respect of the Receivables and thus potentially adversely
affect the amount available for distribution to Certificateholders. In
particular, an economic downturn in one or more of such states could
adversely affect the performance of the Trust as a whole (even if national
economic conditions remain unchanged or improve) as Obligors in such state or
states experience the effects of such a downturn and face greater difficulty
in making payments on their Financed Assets. See "The Receivables Pool.")

SUBORDINATION. 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. Consequently, the Class B
Certificateholders will not receive any distributions with respect to a
Collection Period until the full amount of interest on and principal of the
Class A Certificates due on such Distribution Date has been deposited in the
Certificate Distribution Account.

LIMITED ASSETS OF THE TRUST. 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.
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.

PAYMENT DELAY. The effective yield on the Certificates will be reduced
below the yield otherwise proreduced because interest accrued through the end
of each calendar month will not be distributed until the Distribution Date in
the following month, and the amount distributable on such Distribution Date
will not bear interest during such delay. As a result, the market value of
the Certificates will be lower than would be the case if there was no such
delay.

RATINGS OF THE CERTIFICATES. It is a condition to the issuance of the
Certificates that the Class A Certificates be rated in the highest investment
rating category, and that the Class B Certificates be rated at least in the "
" category or its equivalent, by at least one nationally recognized rating
agency (the "Rating Agency"). A rating is not a recommendation to purchase,
hold or sell 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

GENERAL

The Depositor 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
Pooling and Servicing 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, the Servicer will be appointed custodian for the
Receivables by the Trustee, but will not stamp the Receivables to reflect the
sale and assignment of the Receivables to the Trust. In addition, due to
administrative burden and expense, (i) the certificates of title to the
Financed Motor Vehicles and those Financed Recreational Vehicles and Financed
Boats financed in states where security interests in recreational vehicles or
boats, as applicable, are subject to certificate of title statutes will not
be amended to reflect such assignments, (ii) UCC financing statements in
respect of those Financed Recreational Vehicles and Financed Boats financed
in states where security interests in recreational vehicles or boats, as
applicable, are perfected by filing a UCC-1 financing statement will not be
amended to reflect such assignments and (iii) and the assignment of liens
created pursuant to Preferred Mortgages in respect of Financed Boats
documented under federal law will not be filed as required by federal law to
reflect such assignments. In the absence of such procedures, such Trust may
not have a perfected in the Financed Assets in some states and will not have
a perfected security interest in the Financed Boats documented under Federal
law. See "Certain Legal Aspects of the Receivables" in the Prospectus.

If the protection provided to 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 and the proceeds from the repossession and sale
of Financed Assets which secure defaulted Receivables. In such event,
certain factors, such as the Trust's not having first priority perfected
security interests in some of the Financed Assets, may affect the Trust's
ability to realize on the Financed Assets 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 "-- Reserve Account" 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 retail installment sale contracts
between Dealers and Obligors, and all payments due thereunder on or after the
related Cutoff Date with respect to the Precomputed Receivables and all
payments received thereunder on or after the related Cutoff Date with respect
to the Simple Interest Receivables. The Trust property also includes (i)
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 Pooling and
Servicing Agreement, as described below; (ii) security interests in the
Financed Assets and any accessions thereto; (iii) the rights to proceeds with
respect to the Receivables from claims on physical damage, credit life and
disability insurance policies covering the Financed Assets or the Obligors,
as the case may be; (iv) the interest of the Seller in any proceeds with
respect to the Receivables from recourse, if any, to Dealers on Receivables
or Financed Assets with respect to which the Servicer has determined that
eventual repayment in full is unlikely; (v) any property that shall have
secured a Receivable and that shall have been acquired by the Trustee; and
(vi) 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 include only the
Receivables purchased on the Closing Date. The Receivables (will be) (have
been) purchased by the Depositor from the Seller, which purchased the
Receivables, directly or indirectly, from Dealers in the ordinary course of
business or in acquisitions. The Receivables were selected from the
Depositor's portfolio for inclusion in the Receivables Pool by several
criteria, some of which are set forth in the Prospectus under "The
Receivables Pools", as well as the requirement that, as of the Cutoff Date,
each Receivable (i) had an outstanding gross balance of at least $ and
(ii) was not more than 60 days past due (an account is not considered past
due if the amount past due is less than % of the scheduled monthly
payment). As of the Cutoff Date, no Obligor on any Receivable was noted in
the related records of the Seller as being the subject of a bankruptcy
proceeding. No selection procedures believed by the Depositor to be adverse
to Certificateholders were used in selecting the Receivables.

_____________ TRUST 199 -( )
COMPOSITION OF THE RECEIVABLES POOL

<TABLE>
<CAPTION>
Weighted Weighted Weighted
Average Aggregate Average Average Average
APR of Principal Number of Remaining Original Principal
Receivables Balance Receivables Term Term Balance
- ------------- ------------ -------------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C>
_____% $________________ __________ _____ months _____ months $__________

</TABLE>

_____________ TRUST 199 -( )
DISTRIBUTION BY APR OF THE
RECEIVABLES POOL

<TABLE>
<CAPTION> Percent of
Aggregate
Number of Aggregate Principal
APR Range Receivables Principal Balance Balance(1)
- --------- ------------- ------------------ ------------
<S> <C> <C> <C>
0.00% - 5.00% . . . . . . . . . . . $ %
5.01% - 6.00% . . . . . . . . . . .
6.01% - 7.00% . . . . . . . . . . .
7.01% - 8.00% . . . . . . . . . . .
8.01% - 9.00% . . . . . . . . . . .
9.01% - 10.00% . . . . . . . . . . .
10.01% - 11.00% . . . . . . . . . . .
11.01% - 12.00% . . . . . . . . . . .
12.01% - 13.00% . . . . . . . . . . .
13.01% - 14.00% . . . . . . . . . . .
14.01% - 15.00% . . . . . . . . . . .
15.01% - 16.00% . . . . . . . . . . .
16.01% - 17.00% . . . . . . . . . . .
17.01% - 18.00% . . . . . . . . . . .
Greater than 18.00% . . . . . . . . .
---------- ----------

</TABLE>
_______________
(1) Percentages may not add to 100.0% because of rounding.

_______________ TRUST 199 -( )
GEOGRAPHIC DISTRIBUTION OF THE RECEIVABLES POOL

PERCENTAGE AGGREGATE
STATE(2) PRINCIPAL BALANCE(1)
- -------- -----------------------
. . . . . . . . . . . . . . . . . . %
. . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . .
_________
%

_______________
(1) Percentages may not add to 100.0% because of rounding.
(2) Based on physical addresses of the Obligors as of the Cutoff Date.

Approximately % of the aggregate principal balance of the
Receivables, constituting % of the number of the Receivables, represent
previously titled vehicles.

DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

Set forth below is certain information concerning the experience of the
Seller pertaining to retail new and used automobile and light duty truck
receivables, recreational vehicle receivables and boat receivables, including
those previously sold which the Servicer continues to service. There can be
no assurance that the delinquency, repossession and net loss experience on
the Receivables will be comparable to that set forth below.

DELINQUENCY EXPERIENCE(1)

<TABLE>
<CAPTION>
AT ____________________, AT DECEMBER 31,
199 199 199 199
--- --- --- ---
NUMBER OF NUMBER OF NUMBER OF NUMBER OF
CONTRACTS AMOUNT CONTRACTS AMOUNT CONTRACTS AMOUNT CONTRACTS AMOUNT
--------- ------ --------- ------ ---------- ------ --------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Portfolio . . . . $ $ $ $
Period of
Delinquency
31-60 Days . .
61 Days or More
--------- ------ --------- ------ ---------- ------ --------- ------
Total $ $ $ $
Delinquencies . .
Total
Delinquencies
as a Percent of
the Portfolio . . . % % % % % % % %

</TABLE>

<TABLE>
<CAPTION>
AT DECEMBER 31,
199 199 199
---- ---- ----
NUMBER OF NUMBER OF NUMBER OF
CONTRACTS AMOUNT CONTRACTS AMOUNT CONTRACTS AMOUNT
--------- ------ --------- ------ --------- ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Portfolio . . . . . . . $ $ $
Period of Delinquency
31-60 Days . . . . .
61 Days or More . . .
--------- ------ --------- ------ --------- ------
Total Delinquencies . .
Total Delinquencies
as a Percent of the
Portfolio . . . . . . % % % % % %

</TABLE>

_______________
(1) All amounts and percentages are based on the gross amount scheduled
to be paid on each contract, including unearned finance and other
charges.

CREDIT LOSS/REPOSSESSION EXPERIENCE(1)

<TABLE>
<CAPTION>
_____________ ENDED
, YEAR ENDED DECEMBER 31,
-------------------- ---------------------------------
199 199 199 199 199 199 199
---- ---- ---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
Average Amount Outstanding
During the Period . . . . . . . $ $ $ $ $ $ $
Average Number of Contracts
Outstanding During the Period .
Percent of Contracts Acquired
During the Period with Recourse
to the Dealer . . . . . . . . . % % % % % % %
Repossessions as a Percent of
Average Number of Contracts
Outstanding . . . . . . . . . . % % % % % % %
Net Losses as a Percent of
Liquidations(3)(4) . . . . . . % % % % % % %
Net Losses as a Percent of
Average Amount
Outstanding(2)(3) . . . . . . % % % % % % %
</TABLE>

(2) Percentages have been annualized for the _____ months ended
____________, 199 and 199 and are not necessarily indicative of
the experience for the year.

(4) Liquidations represent a reduction in the outstanding balances of
the contracts as a result of monthly cash payments and charge-offs.

(The net loss figures above reflect the fact that Seller had recourse to
Dealers on a portion of its retail installment sale contracts. By aggregate
principal balance, approximately % of the Receivables represent
contracts with recourse to Dealers. The Seller applies underwriting
standards to the purchase of contracts without regard to whether recourse to
Dealers is provided. However, the net loss experience of contracts without
recourse against Dealers is higher than that of contracts with recourse
against Dealers because, under its recourse obligation, the Dealer is
responsible to the Seller for payment of the unpaid balance of the contract,
provided that the Originator repossesses the vehicle or boat from the retail
buyer and returns it to the Dealer within a specified time. In the event of
a Dealer's bankruptcy, a bankruptcy trustee might attempt to characterize
recourse sales of contracts as loans to the Dealer secured by the contracts.
Such an attempt, if successful, could result in payment delays or losses on
the affected Receivables.)

THE SELLER

(Description of Seller and its underwriting and servicing standards.)

THE SERVICER

(Description of Servicer and its servicing standards.)

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 Certificates" in the Prospectus. As the rate of payment of principal of
the Certificates depends primarily on the rate of payment (including
prepayments on liquidations due to default) of the principal balance of the
Receivables, the final distribution in respect of the Certificates could
occur significantly earlier than their final scheduled Distribution Date.
Certificateholders will bear the risk of being able to reinvest principal
payments on the Certificates at yields at least equal to the yields on their
respective Certificates.

DESCRIPTION OF THE CERTIFICATES

GENERAL

The Certificates will be issued pursuant to the terms of the Pooling and
Servicing Agreement, a form of which has been filed as an exhibit to the
Registration Statement. A copy of the Pooling and Servicing Agreement will
be filed with the Commission following the issuance of the Certificates. The
following summary describes certain terms of the Certificates and the Pooling
and Servicing 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 Pooling and Servicing Agreement. The following
summary supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Certificates of any
given series and the related Pooling and Servicing Agreement set forth in the
Prospectus, to which description reference is hereby made.

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 Pass Through 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 Pass Through Rate on the
Class B Certificate Balance.

The Certificates will evidence interests in the Trust created pursuant
to the Pooling and Servicing Agreement. The Class A Certificates will
evidence in the aggregate an undivided ownership interest (the "Class A
Percentage") of approximately % of the Trust and the Class B Certificates
will evidence in the aggregate an undivided ownership interest (the "Class B
Percentage") of approximately % of the Trust.

OPTIONAL PREPAYMENT

The Servicer will have the option to purchase all, but not less than
all, of the Receivables on any Distribution Date on or after the Distribution
Date on which the Pool Balance has declined to ( )% or less of the Initial
Pool Balance. The price at which the Servicer will be required to purchase
the Receivables in order to exercise such option will be equal to the
aggregate of the Purchase Amounts of the Receivables as of the end of the
related Collection Period. The Servicer will be required to give not less
than ( ) days notice to the Trustee of its intention to exercise such
option. In addition, the Servicer will not be permitted to exercise such
option unless the resulting distribution would be sufficient to distribute to
the Class A Certificateholders an amount equal to the Class A Certificate
Balance together with accrued interest at the Class A Pass Through Rate, and
to the Class B Certificateholders an amount equal to the Class B Certificate
Balance together with accrued interest at the Class B Pass Through Rate.
Upon such a distribution, the Certificates will be retired.

SALE AND ASSIGNMENT OF RECEIVABLES

Certain information regarding the conveyance of the Receivables by the
Depositor to the Trust on the Closing Date pursuant to the Pooling and
Servicing Agreement is set forth in the Prospectus under "Description of the
Pooling and Servicing Agreement -- Sale and Assignment of Receivables".

SERVICING COMPENSATION AND PAYMENT OF EXPENSES

The Servicing Fee Rate with respect to the Servicing Fee for the
Servicer will be ____% per annum of the Pool Balance as of the first day of
the related 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) will be paid at the beginning of such
Collection Period out of collections for such Collection Period. See
"Description of the Pooling and Servicing Agreement -- 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. The
"Total Distribution Amount" for a Distribution Date shall be the sum of the
Interest Distribution Amount and the Principal Distribution Amount (other
than the portion thereof attributable to Realized Losses). "Realized Losses"
means the excess of the principal balance of any Liquidated Receivable over
Liquidation Proceeds to the extent allocable to principal received in the
Collection Period in which the Receivable became a Liquidated Receivable.

The "Interest Distribution Amount" on any Distribution Date will
generally be the sum of the following amounts with respect to the preceding
Collection Period: (i) that portion of all collections on the Receivables
(including Payaheads that have been applied as payments on the related
Receivables in that Collection Period) allocable to interest; (ii) all
proceeds of the liquidation of defaulted Receivables ("Liquidated
Receivables"), net of expenses incurred by the Servicer in connection with
such liquidation and any amounts required by law to be remitted to the
Obligor on such Liquidated Receivables ("Liquidation Proceeds"), to the
extent attributable to interest due thereon in accordance with the Servicer's
customary servicing procedures, and all recoveries in respect of Liquidated
Receivables which were written off in prior Collection Periods; (iii) all
Advances made by the Servicer of interest due on the Receivables; (iv) the
Purchase Amount of each Receivable that was repurchased by the Seller or
purchased by the Servicer under an obligation which arose during the related
Collection Period, to the extent attributable to accrued interest thereon;
and (v) Investment Earnings for such Distribution Date. The Interest
Distribution Amount shall be determined on the related Determination Date.

The "Principal Distribution Amount" on any Distribution Date will
generally be the sum of the following amounts with respect to the preceding
Collection Period: (i) that portion of all collections on the Receivables
(exclusive of Payaheads allocable to principal that have not been applied as
payments under the related Receivables in such Collection Period and
inclusive of Payaheads allocable to principal that have been applied as
payments under the related Receivables in such Collection Period) allocable
to principal; (ii) all Liquidation Proceeds attributable to the principal
amount of Receivables which became Liquidated Receivables during such
Collection Period in accordance with the Servicer's customary servicing
procedures, plus the amount of Realized Losses with respect to such
Liquidated Receivables; (iii) all Precomputed Advances made by the Servicer
of principal due on the Precomputed Receivables; (iv) 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; (v) partial
prepayments relating to refunds of extended warranty protection plan costs or
of physical damage, credit life or disability insurance policy premiums, but
only if such costs or premiums were financed by the respective Obligor as of
the date of the original contract; and (vi) on the Distribution Date
immediately following the Final Scheduled Maturity Date (the "Final Scheduled
Distribution Date"), any amounts advanced by the Servicer with respect to
principal on the Receivables. The Regular Principal Distribution Amount
shall be determined on the related Determination Date.

The Interest Distribution Amount and the Regular Principal Distribution
Amount on any Distribution Date shall exclude the following:

(i) amounts received on Precomputed Receivables to the extent that
the Servicer has previously made an unreimbursed Precomputed Advance;

(ii) Liquidation Proceeds with respect to a particular Precomputed
Receivable to the extent of any unreimbursed Precomputed Advances
thereon;

(iii) all payments and proceeds (including Liquidation
Proceeds) of any Receivables, the Purchase Amount of which has been
included in the Total Distribution Amount in a prior Collection Period;

CALCULATION OF DISTRIBUTABLE AMOUNTS. The "Class A Distributable
Amount" with respect to a Distribution Date will be an amount equal to the
sum of (i) the "Class A Principal Distributable Amount", consisting of the
Class A Percentage of the Principal Distribution Amount, plus (ii) the "Class
A Interest Distributable Amount", consisting of thirty (30) days' interest at
the Class A Pass Through Rate on the Class A Certificate Balance as of the
close of business on the last day of the preceding Collection Period. In
addition, on the Final Scheduled Distribution Date, the Class A Principal
Distributable Amount will include the lesser of (A) the Class A Percentage of
any payments of principal due and remaining unpaid on each Receivable in the
Trust as of the last day of the preceding Collection Period and (B) the
portion of such amount necessary (after giving effect to the other amounts
described above to be distributed to the Class A Certificateholders on such
Distribution Date and allocable to principal) to reduce the Class A
Certificate Balance to zero.

The "Class A Certificate Balance" will equal, initially, $ and,
thereafter, shall equal the initial Class A Certificate Balance reduced by
all amounts previously distributed to Class A Certificateholders and
allocable to principal.

The "Class B Distributable Amount" with respect to a Distribution Date
shall be an amount equal to the sum of (i) the "Class B Principal
Distributable Amount", consisting of the Class B Percentage of the Principal
Distribution Amount plus (ii) the "Class B Interest Distributable Amount",
consisting of thirty (30) days' interest at the Class B Pass Through Rate to
the Class B Certificate Balance as of the close of business on the last day
of the preceding Collection Period. In addition, on the Final Scheduled
Distribution Date, the principal required to be distributed on the Class B
Certificateholders will include the lesser of (i) the Class B Percentage of
any payments of principal due and remaining unpaid with respect to the
Receivables in the Trust as of the last day of the preceding Collection
Period and (ii) the portion of the amount in clause (i) above that is
necessary (after giving effect to all other amounts distributed to Class A
and Class B Certificateholders on such Distribution Date and allocable to
principal) to reduce the Class B Certificate Balance to zero.

The "Class B Certificate Balance" shall equal, initially, $__________
and, thereafter, shall equal the initial Class B Certificate Balance, reduced
by all amounts previously distributed to Class B Certificateholders (or
deposited in the Reserve Account, but not including the Reserve Account
Initial Deposit) and allocable to principal and by Realized Losses.

CALCULATION OF AMOUNTS TO BE DISTRIBUTED. Prior to each Distribution
Date, the Servicer will calculate the Total Distribution Amount, the Class A
Distributable Amount and the Class B Distributable Amount.

The holders of the Class A Certificates will receive on any Distribution
Date, to the extent of available funds, the Class A Distributable Amount and
any outstanding Class A Interest Carryover Shortfall and Class A Principal
Carryover Shortfall as of the close of the preceding Distribution Date. On
each Distribution Date on which the sum of the Class A Interest Distributable
Amount and any outstanding Class A Interest Carryover Shortfall from the
preceding Distribution Date (plus interest on such Class A Interest Carryover
Shortfall at the Class A Pass Through Rate from such preceding Distribution
Date to the current Distribution Date, to the extent permitted by law)
exceeds the Class A Percentage of the Interest Distribution Amount (after
payment of the Servicing Fee) on such Distribution Date, the Class A
Certificateholders shall be entitled generally to receive such amounts,
first, from the Class B Percentage of the Interest Distribution Amount;
second, if such amounts are insufficient, from the amounts available in the
Reserve Account; and third, if such amounts are insufficient, from the Class
B Percentage of the Principal Distribution Amount (other than the portion
thereof attributable to Realized Losses). The "Class A Interest Carryover
Shortfall" as of the close of any Distribution Date means the excess of the
Class A Interest Distributable Amount for such Distribution Date, plus any
outstanding Class A Interest Carryover Shortfall from the preceding
Distribution Date, plus interest on such outstanding Class A Interest
Carryover Shortfall, to the extent permitted by law, at the Class A Pass
Through Rate from such preceding Distribution Date through the current
Distribution Date, over the amount of interest that the holders of the Class
A Certificates actually received on such current Distribution Date.

On each Distribution Date on which the sum of the Class A Principal
Distributable Amount and any outstanding Class A Principal Carryover
Shortfall from the preceding Distribution Date exceeds the Class A Percentage
of the Principal Distribution Amount (exclusive of the portion thereof
attributable to Realized Losses) on such Distribution Date, the Class A
Certificateholders shall be entitled to receive such amounts, first, from the
Class B Percentage of the Principal Distribution Amount (other than the
portion thereof attributable to Realized Losses); second, if such amounts are
insufficient, from amounts available in the Reserve Account; and third, if
such amounts are insufficient, from the Class B Percentage of the Interest
Distribution Amount. The "Class A Principal Carryover Shortfall" as of the
close of any Distribution Date means the excess of the Class A Principal
Distributable Amount plus any outstanding Class A Principal Carryover
Shortfall from the preceding Distribution Date over the amount of principal
that the holders of the Class A Certificates actually received on such
current Distribution Date.

The holders of the Class B Certificates will receive on any Distribution
Date, to the extent of available funds, the Class B Distributable Amount and
any outstanding Class B Interest Carryover Shortfall and Class B Principal
Carryover Shortfall as of the close of the preceding Distribution Date. On
each Distribution Date on which the sum of the Class B Interest Distributable
Amount and any outstanding Class B Interest Carryover Shortfall from the
preceding Distribution Date (plus interest on such Class B Interest Carryover
Shortfall at the Class B Pass Through Rate from such preceding Distribution
Date to the current Distribution Date, to the extent permitted by law)
exceeds the Class B Percentage of the Interest Distribution Amount (after
payment of the Servicing Fee) on such Distribution Date less any portion
thereof required to be distributed to the Class A Certificateholders pursuant
to their prior rights as described above, the Class B Certificateholders
shall be entitled generally to receive such amounts, first, from the Class A
Percentage of the Interest Distribution Amount that is not otherwise required
to be distributed to the Class A Certificateholders as described above and,
second, from the amount, if any, available in the Reserve Account (after
giving effect to any withdrawals therefrom for distribution to the Class A
Certificateholders on such Distribution Date). The "Class B Interest
Carryover Shortfall" as of the close of any Distribution Date means the
excess of the Class B Interest Distributable Amount for such Distribution
Date, plus any outstanding Class B Interest Carryover Shortfall from the
preceding Distribution Date, plus interest on such outstanding Class B
Interest Carryover Shortfall, to the extent permitted by law, at the Class B
Pass Through Rate from such preceding Distribution Date through the current
Distribution Date, over the amount of interest that the holders of the Class
B Certificates actually received on such current Distribution Date.

On each Distribution Date on which the sum of the Class B Principal
Distributable Amount and any outstanding Class B Principal Carryover
Shortfall from the preceding Distribution Date exceeds the Class B Percentage
of the Principal Distribution Amount (exclusive of the portion thereof
attributable to Realized Losses) on such Distribution Date less any portion
thereof required to be distributed to the Class A Certificateholders pursuant
to their prior rights as described above, the Class B Certificateholders
shall be entitled to receive such amounts, first, from the Interest
Distribution Amount that is not otherwise required to be distributed to the
Class A or Class B Certificateholders as described above and, second, from
amounts available in the Reserve Account (after giving effect to any
withdrawals therefrom on such Distribution Date for distribution to the Class
A Certificateholders and for distribution of interest to the Class B
Certificateholders). The "Class B Principal Carryover Shortfall" as of the
close of any Distribution Date means the excess of the Class B Principal
Distributable Amount plus any outstanding Class B Principal Carryover
Shortfall from the preceding Distribution Date over the amount of principal
that the holders of Class B Certificates actually received on such current
Distribution Date.

SUBORDINATION OF THE CLASS B CERTIFICATES; RESERVE ACCOUNT

The rights of the Class B Certificateholders to receive distributions
with respect to the Receivables generally will be subordinated to the rights
of the Class A Certificateholders in the event of defaults and delinquencies
on the Receivables as described herein and provided in the Pooling and
Servicing Agreement. The protection afforded to the Class A
Certificateholders through subordination will be effected both by the
preferential right of the Class A Certificateholders to receive current
distributions with respect to the Receivables and by the establishment of the
Reserve Account. The Reserve Account will be created with an initial deposit
by the Seller of the Reserve Account Initial Deposit and will be augmented by
deposit therein on each Distribution Date of the amount, if any, remaining
from the Total Distribution Amount after the distributions due to the
Certificateholders have been made until the amount in the Reserve Account
reaches the Specified Reserve Account Balance for such Distribution Date.

The Reserve Account will not be part of or otherwise includible in the
Trust and will be a segregated trust account held by the Trustee. On each
Distribution Date, (i) if the amounts on deposit in the Reserve Account are
less than the Specified Reserve Account Balance for such Distribution Date,
the Trustee will, after payment of any amounts required to be distributed to
Certificateholders and the payment of the Servicing Fee due with respect to
the related Collection Period (including any unpaid Servicing Fees with
respect to prior Collection Periods), withdraw from the Collection Account
and deposit in the Reserve Account the amount, if any, remaining in the
Collection Account that would otherwise be distributed to the Seller, or such
lesser portion thereof as is sufficient to restore the amount in the Reserve
Account to such Specified Reserve Account Balance for such Distribution Date,
and (ii) if the amount on deposit in the Reserve Account on such Distribution
Date (after giving effect to all deposits or withdrawals therefrom on such
Distribution Date) is greater than the Specified Reserve Account Balance for
such Distribution Date, the Trustee will release and distribute any such
excess to the Seller. Upon any such distribution to the Seller, the
Certificateholders will have no rights in, or claims to, such amounts.

Amounts held from time to time in the Reserve Account will continue to
be held for the benefit of holders of the Class A Certificates and holders of
the Class B Certificates. Funds in the Reserve Account shall be invested as
provided in the Pooling and Servicing Agreement in Eligible Investments. The
Seller will be entitled to receive all investment earnings on amounts in the
Reserve Account. Investment income on amounts in the Reserve Account will
not be available for distribution to the Certificateholders or otherwise
subject to any claims or rights of the Certificateholders.

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.

The subordination of the Class B Certificates and the Reserve Account
described above are intended to enhance the likelihood of receipt by Class A
Certificateholders of the full amount of principal and interest on the Class
A Certificates due them and to decrease the likelihood that the Class A
Certificateholders will experience losses. However, in certain
circumstances, the Reserve Account could be depleted and shortfalls could
result.

If on any Distribution Date the holders of the Class A Certificates do
not receive the sum of the Class A Distributable Amount, the Class A Interest
Carryover Shortfall and the Class A Principal Carryover Shortfall for such
Distribution Date (after giving effect to any amounts withdrawn from the
Reserve Account and the Class B Percentage of the Total Distribution Amount
and applied to such deficiency, as described above), the holders of the Class
B Certificates generally will not receive any portion of the Total
Distribution Amount. While the Class B Certificateholders are entitled to
receive amounts from the Reserve Account as described above, such entitlement
is subordinated to the rights of the Class A Certificateholders to receive
amounts from the Reserve Account as described above. If the Reserve Account
becomes depleted, the Class B Certificateholders may experience shortfalls in
the distributions due them and incur a loss on their investment.

FEDERAL INCOME TAX CONSEQUENCES

In the opinion of Brown & Wood LLP, counsel to the Trust, the Trust will
be treated as a grantor trust for federal income tax purposes and will not be
subject to federal income tax. For additional information regarding federal
income tax consequences, see "Federal Income Tax Consequences" in the
Prospectus.

ERISA CONSIDERATIONS
THE CLASS A CERTIFICATES

Subject to the considerations set forth under "ERISA Considerations --
Senior Certificates" in the Prospectus, the Class A Certificates 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 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 A Certificates may not be purchased with the assets of a Plan
if the Seller, the Trustee or any of their affiliates (a) has investment or
administrative discretion with respect to such Plan assets; (b) has authority
or responsibility to give, or regularly gives, investment advice with respect
to such Plan assets for a fee and pursuant to an agreement or understanding
that such advice (i) will serve as a primary basis for investment decisions
with respect to such Plan assets and (ii) will be based on the particular
investment needs for such Plan; or (c) is an employer maintaining or
contributing to such Plan.

THE CLASS B CERTIFICATES

The Class B Certificates may not be acquired by (a) an employee benefit
plan (as defined in Section 3(3) of ERISA) that is subject to the provisions
of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code
or (c) 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 Class B
Certificates. 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. 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 Life Ins. Co. v. Harris Trust and Sav. Bank, 114
---------------------------------------------------------
S. Ct. 517 (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 Class B Certificates. In particular, such an insurance company should
consider the exemptive relief granted by the Department of Labor for
transactions involving insurance company general accounts in Prohibited
Transactions Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995). For
additional information regarding treatment of the Class B Certificates under
ERISA, see "ERISA Considerations" in the Prospectus.

UNDERWRITING

The Depositor has been advised by the Underwriter that it proposes
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 Underwriter 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.

Until the distribution of the Certificates is completed, rules of the
Commission may limit the ability of the Underwriter and certain selling group
members to bid for and purchase the Certificates. As an exception to these
rules, the Underwriter is permitted to engage in certain transactions that
stabilize the price of the Certificates. Such transactions consist of bids
or purchases for the purpose of pegging, fixing or maintaining the price of
the Certificates.

If the Underwriter creates a short position in the Certificates in
connection with the offering, i.e., if it sells more Certificates than are
set forth on the cover page of this Prospectus Supplement, the Underwriter
may reduce that short position by purchasing Certificates in the open market.

Neither the Depositor nor any Underwriter makes any representation or
prediction as to the direction or magnitude of any effect that the
transactions described above may have on the prices of the Certificates. In
addition, neither the Depositor nor any Underwriter makes any representation
that the Underwriter will engage in such transactions or that such
transactions, once commenced, will not be discontinued without notice.

The Underwriter has represented and agreed that (a) it has not offered
or sold, and will not offer or sell, any Certificates to persons in the
United Kingdom except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances
that do not constitute an offer to the public in the United Kingdom for the
purposes of the Public Offers of Securities Regulations 1995, (b) it has
complied and will comply with all applicable provisions of the Financial
Services Act 1986 of Great Britain with respect to anything done by it in
relation to the Certificates in, from or otherwise involving the United
Kingdom and (c) it has only issued or passed on and will only issue or pass
on in the United Kingdom any document in connection with the issue of the
Certificates to a person who is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order
1995 or is a person to whom the document may otherwise lawfully be issued or
passed on.

LEGAL OPINIONS

Certain legal matters relating to the Certificates and certain federal
income tax matters will be passed upon for the Depositor by Brown & Wood LLP,
New York, New York. (Certain legal matters relating to the Certificates will
be passed upon for the Underwriter by Brown & Wood LLP.)

INDEX OF TERMS
APR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-7
Cede . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover
Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
Class A Certificate Balance . . . . . . . . . . . . . . . . . . . . .S-2,S-14
Class A Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . S-1
Class A Distributable Amount . . . . . . . . . . . . . . . . . . . . . .S-14
Class A Interest Carryover Shortfall . . . . . . . . . . . . . . . . . .S-15
Class A Interest Distributable Amount . . . . . . . . . . . . . . . . . .S-14
Class A Percentage . . . . . . . . . . . . . . . . . . . . . . . . .S-1,S-12
Class A Principal Carryover Shortfall . . . . . . . . . . . . . . . . . .S-15
Class A Principal Distributable Amount . . . . . . . . . . . . . . . . .S-14
Class B Certificate Balance . . . . . . . . . . . . . . . . . . . . .S-3,S-14
Class B Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . S-1
Class B Distributable Amount . . . . . . . . . . . . . . . . . . . . . .S-14
Class B Interest Carryover Shortfall . . . . . . . . . . . . . . . . . .S-15
Class B Interest Distributable Amount . . . . . . . . . . . . . . . . . .S-14
Class B Percentage . . . . . . . . . . . . . . . . . . . . . . . . .S-1,S-12
Class B Principal Carryover Shortfall . . . . . . . . . . . . . . . . . .S-15
Class B Principal Distributable Amount . . . . . . . . . . . . . . . . .S-14
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-5
Collection Account . . . . . . . . . . . . . . . . . . . . . . . . . . . S-4
Collection Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-3
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover
Cutoff Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1
Depositor . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Cover, S-1
Determination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
Distribution Date . . . . . . . . . . . . . . . . . . . . . . . . .Cover, S-2
DTC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-5
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover
Final Scheduled Distribution Date . . . . . . . . . . . . . . . . . . . .S-13
Final Scheduled Maturity Date . . . . . . . . . . . . . . . . . . . . . . S-2
Financed Assets . . . . . . . . . . . . . . . . . . . . . . . . . .Cover, S-1
Initial Pool Balance . . . . . . . . . . . . . . . . . . . . . . . . . . S-1
Interest Distribution Amount . . . . . . . . . . . . . . . . . . . . . .S-13
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1
Liquidated Receivables . . . . . . . . . . . . . . . . . . . . . . . . .S-13
Liquidation Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . .S-13
Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-17
Pool Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
Pooling and Servicing Agreement . . . . . . . . . . . . . . . . . . . . . S-1
Principal Distribution Amount . . . . . . . . . . . . . . . . . . . S-2,S-13
Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover
Rating Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-6
Realized Losses . . . . . . . . . . . . . . . . . . . . . . . . . . .S-3,S-13
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover
Receivables Pool . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-7
Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
Reserve Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-4
Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1
Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover
Specified Reserve Account Balance . . . . . . . . . . . . . . . . . . . . S-4
stripped coupons . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-4
Tax Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-4
Total Distribution Amount . . . . . . . . . . . . . . . . . . . . . . . .S-13
Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover, S-1
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover,S-1
Underwriting Agreement . . . . . . . . . . . . . . . . . . . . . . . . .S-17
Underwriter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover

(BACK COVER OF PROSPECTUS SUPPLEMENT)

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE 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 DEPOSITOR OR BY THE UNDERWRITER. THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE CERTIFICATES OFFERED HEREBY TO ANYONE IN
ANY JURISDICTION IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
AN IMPLICATION THAT INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE OF THIS PROSPECTUS SUPPLEMENT OR PROSPECTUS.

___________________
TABLE OF CONTENTS

PAGE
----

PROSPECTUS SUPPLEMENT
Reports to Certificateholders . . . . . . . . . . . . . . . . . . . . . Cover
Summary of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-6
The Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-7
The Receivables Pool . . . . . . . . . . . . . . . . . . . . . . . . . . S-7
Delinqunecies, Repossessions and Net Losses . . . . . . . . . . . . . . .S-10
The Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-11
The Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-11
Weighted Average Life of the Certificates . . . . . . . . . . . . . . . S-12
Description of the Certificates . . . . . . . . . . . . . . . . . . . . S-12
Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . S-17
ERISA Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . S-17
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-17
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-18
Index of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-19

PROSPECTUS
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . 3
Summary of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
The Trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
The Receivables Pools . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Weighted Average Life of the Certificates . . . . . . . . . . . . . . . . 20
Pool Factors and Trading Information . . . . . . . . . . . . . . . . . . 21
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
The Depositor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . 22
Description of the Certificates . . . . . . . . . . . . . . . . . . . . . 25
Certain Information Regarding the Securities . . . . . . . . . . . . . . 27
Description of the Transfer and Servicing Agreements . . . . . . . . . . 35
Certain Legal Aspects of the Receivables . . . . . . . . . . . . . . . . 44
Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . 50
ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Index of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

(BACK COVER OF PROSPECTUS SUPPLEMENT, CONT.)

UNTIL 90 DAYS AFTER THE DATE OF THIS PROSPECTUS SUPPLEMENT, ALL DEALERS
EFFECTING TRANSACTIONS IN THE CERTIFICATES OFFERED BY 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(S) AND WITH RESPECT
TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

$( )

______________ TRUST 199_ -( )
$
____% ASSET BACKED CERTIFICATES, CLASS A
$
____% ASSET BACKED CERTIFICATES, CLASS B

MORGAN STANLEY ABS CAPITAL II INC.
DEPOSITOR
____________________

PROSPECTUS SUPPLEMENT
____________________
MORGAN STANLEY DEAN WITTER
____________________

, 199
____________________
____________________

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 supplement and the prospectus to which it relates
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.

Version #2A

Subject to Completion, dated August 6, 1997
PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED , 199__)
$850,000,000
(Approximate)

MORGAN STANLEY ABS CAPITAL II INC., DEPOSITOR

BANKBOSTON, N.A., SELLER AND SERVICER

BANKBOSTON RECREATIONAL VEHICLE ASSET BACKED TRUST 1997-1

RECREATIONAL VEHICLE ASSET BACKED NOTES AND CERTIFICATES
____________________
BankBoston Recreational Vehicle Asset Backed Trust 1997-1 (the "Trust")
will issue $____________ aggregate principal amount of Asset Backed Notes
(the "Notes") in the classes and principal amounts set forth in the table
below and $__________ aggregate principal amount of Asset Backed Certificates
(the "Certificates" and, together with the Notes, the "Securities"), subject
in each case to a permitted variance of plus or minus 5%. The assets of the
Trust will include a pool of retail installment sale contracts or retail
installment loans (the "Receivables"), secured by security interests in
new and used recreational vehicles, automobiles and light duty trucks (the
"Financed Vehicles") and collections and other payments with respect to the
Receivables received after the Cutoff Date described herein and monies on
deposit in certain trust accounts (including the Reserve Account). The Notes
will be secured by the assets of the Trust.
(Cover continued on following page)

PROSPECTIVE INVESTORS SHOULD REVIEW THE INFORMATION SET FORTH UNDER
"RISK FACTORS" ON PAGE S-15 HEREIN AND ON PAGE (12) IN THE ACCOMPANYING
PROSPECTUS.

<TABLE>
<CAPTION>
INITIAL PRINCIPAL INTEREST PRICE TO
BALANCE(1) RATE PUBLIC (2)
<S> <C> <C> <C>
Class A-1 Note . . . . . $ % %
Class A-2 Note . . . . . $ % %
Class A-3 Note . . . . . $ % %
Class A-4 Note . . . . . $ % %
Class A-5 Note . . . . . $ % %
Class A-6 Note . . . . . $ % %
Class A-7 Note . . . . . $ % %
Class A-8 Note . . . . . $ % %
Class A-9 Note . . . . . $ % %
Class A-10 Note . . . . . $ % %
Class A-11 Note . . . . . $ % %
Certificate . . . . . . . $ % %
Total $

(table continued)

UNDERWRITING PROCEEDS TO
DISCOUNT DEPOSITOR(2)(3)
<S> <C> <C>
Class A-1 Note . . . . . % %
Class A-2 Note . . . . . % %
Class A-3 Note . . . . . % %
Class A-4 Note . . . . . % %
Class A-5 Note . . . . . % %
Class A-6 Note . . . . . % %
Class A-7 Note . . . . . % %
Class A-8 Note . . . . . % %
Class A-9 Note . . . . . % %
Class A-10 Note . . . . . % %
Class A-11 Note . . . . . % %
Certificate . . . . . . . % %
Total $ $

</TABLE>
_______________
(1) Subject to a variance in each case of plus or minus 5%.
(2) Plus accrued interest, if any, from August __, 1997.
(3) Before deducting expenses, estimated to be $750,000.
--------------------------

The Notes and the Certificates are offered by the several
Underwriters subject to prior sale, when, as, and if accepted by the
Underwriters and subject to the Underwriters' right to reject orders in whole
or in part and to approval of certain legal matters by their counsel. It is
expected that the Notes and Certificates will be delivered in book-entry form
through the facilities of The Depository Trust Company and, in the case of
the Notes, Cedel Bank, societe anonyme, and the Euroclear System, in each
case against payment therefor in immediately available funds on or about
August __, 1997.
MORGAN STANLEY DEAN WITTER

BANKBOSTON SECURITIES CORPORATION

DEUTSCHE MORGAN GRENFELL

MERRILL LYNCH & CO.
______ __, 1997.

(Continued from previous page)

Interest on each class of Notes, other than the Class A-9 Notes, will be
payable 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 "Monthly Payment Date"),
commencing in September , 1997. Interest on the Class A-9 Notes will be
payable quarterly on the 15th day of November, February, May and August or,
if any such day is not a Business Day, on the next succeeding Business Day
(each, a "Quarterly Payment Date") commencing in November, 1997. Principal
of the Notes will be payable on each Monthly Payment Date or, in the case of
the Class A-9 Notes, on each Quarterly Payment Date, in each case to the
extent described herein, and will be allocated among the classes of Notes as
described herein.

The Certificates will represent fractional undivided interests in the
Trust. Interest, to the extent of the Pass Through Rate specified above,
will be distributed to the Certificateholders on each Monthly Payment Date.
No distributions of principal on the Certificates will be made until all of
the Notes have been paid in full. Distributions of interest and principal on
the Certificates will be subordinated in priority of payment to interest and
principal due on the Notes as and to the extent described herein. See "Risk
Factors -- Subordination of the Certificates to the Notes" herein.

Each class of the Notes will be payable in full on the applicable Stated
Maturity Date and the Certificates will be payable in full on the Final
Scheduled Payment Date as set forth herein. However, payment in full of a
class of Notes or of the Certificates could occur earlier than such dates as
described herein. In addition, the Certificates will be subject to
prepayment in whole, but not in part, on any Monthly Payment Date on which
the Servicer exercises its option to purchase the Receivables. The Servicer
may purchase the Receivables when the aggregate principal balance of the
Receivables shall have declined to 10% or less of the Initial Pool Balance.

UNTIL ________ __, 1997 (90 DAYS AFTER COMMENCEMENT OF THE OFFERING),
ALL DEALERS EFFECTING TRANSACTIONS IN THE SECURITIES OFFERED BY 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.

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE
NOTES OR THE CERTIFICATES. SUCH TRANSACTIONS MAY INCLUDE STABILIZING AND THE
PURCHASE OF NOTES OR CERTIFICATES TO COVER SYNDICATE SHORT POSITIONS. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING" HEREIN.

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE 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 DEPOSITOR OR BY THE UNDERWRITERS. THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY TO ANYONE IN
ANY JURISDICTION IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
AN IMPLICATION THAT INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE OF THIS PROSPECTUS SUPPLEMENT OR PROSPECTUS.

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. ("Cede"), as nominee of The Depository Trust Company
("DTC") and registered holder of the Notes and Certificates. See "Certain
Information Regarding the Securities -- Book-Entry Registration" and "--
Reports to Securityholders" in the accompanying Prospectus (the
"Prospectus"). Such reports will not constitute financial statements
prepared in accordance with generally accepted accounting principles. The
Depositor, 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 (the "Exchange Act"),
and the rules and regulations of the Commission thereunder.

TABLE OF CONTENTS

PAGE
----

PROSPECTUS SUPPLEMENT

Reports to Securityholders . . . . . . . . . . . . . . . . . . . . . . S-2
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-6
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-15
The Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-15
Capitalization of the Trust . . . . . . . . . . . . . . . . . . . . . S-
The Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-
The Receivables Pool . . . . . . . . . . . . . . . . . . . . . . . . . . S-
The Seller and the Servicer . . . . . . . . . . . . . . . . . . . . . . S-23
Delinquencies, Repossessions and Net Losses . . . . . . . . . . . . . . S-25
Weighted Average Life of the Securities . . . . . . . . . . . . . . . . S-26
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . S-29
Description of the Certificates . . . . . . . . . . . . . . . . . . . . S-31
Description of the Transfer and Servicing Agreements . . . . . . . . . S-32
Certain Legal Aspects of the Receivables . . . . . . . . . . . . . . . . S-
Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . S-37
ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . S-38
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-38
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-39
Index of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-40

PROSPECTUS

Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Incorporation of Certain Documents by
Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Summary of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Receivables Pools . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted Average Life of the Securities . . . . . . . . . . . . . . . . . . .
Pool Factors and Trading Information . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of the 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 Consequences with respect to Trusts for
which a Partnership Election Is Made . . . . . . . . . . . . . . . . . . . .
ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Index of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SUMMARY

Issuer . . . . . . . . . BankBoston Recreational Vehicle Asset Backed
Trust 1997-1 (the "Trust" or the "Issuer"), a
Delaware business trust to be governed pursuant
to a Trust Agreement dated as of August __,
1997 (as amended and supplemented from time to
time, the "Trust Agreement"), among the
Depositor, the Owner Trustee and RV Marine
Funding Corporation (the "Company"). The
Company is a Delaware corporation and an
affiliate of BankBoston.

Seller . . . . . . . . . BankBoston, N.A. ("BankBoston" or, as seller of
the Receivables to an affiliate of the
Depositor, the "Seller"), a national banking
association.

Servicer . . . . . . . . BankBoston (in its capacity as servicer, the
"Servicer").
Depositor . . . . . . . . Morgan Stanley ABS Capital II Inc. (the
"Depositor").

Indenture Trustee . . . . The Chase Manhattan Bank, as trustee under the
Indenture (the "Indenture Trustee").

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

Closing Date . . . . . . On or about August __, 1997.

Cutoff Date . . . . . . . The Closing Date.

The Notes . . . . . . . . The Trust will issue Asset Backed Notes
pursuant to an Indenture to be dated as of
August __, 1997 (as amended and supplemented
from time to time, the "Indenture"), between
the Trust and the Indenture Trustee, as
follows: (i) ___% Asset Backed Notes, Class
A-1 (the "Class A-1 Notes") in the aggregate
initial principal amount of $ ;
(ii) ___% Asset Backed Notes, Class A-2 (the
"Class A-2 Notes") in the aggregate initial
principal amount of $ ; (iii) ___%
Asset Backed Notes, Class A-3 (the "Class A-3
Notes") in the aggregate initial principal
amount of $ ; (iv) ___% Asset Backed
Notes, Class A-4 (the "Class A-4 Notes") in the
aggregate initial principal amount of
$ ; (v) ___% Asset Backed Notes, Class
A-5 (the "Class A-5 Notes") in the aggregate
initial principal amount of $ ;
(vi) ___% Asset Backed Notes, Class A-6 (the
"Class A-6 Notes") in the aggregate initial
principal amount of $ ; (vii) ___%
Asset Backed Notes, Class A-7 (the "Class A-7
Notes") in the aggregate initial principal
amount of $ ; (viii) ___% Asset Backed
Notes, Class A-8 (the "Class A-8 Notes") in
the aggregate initial principal amount of
$ ; (ix) ___% Asset Backed Notes,
Class A-9 (the "Class A-9 Notes") in the
aggregate initial principal amount of
$ ; (x) ___% Asset Backed Notes,
Class A-10 (the "Class A-10 Notes") in the
aggregate initial principal amount of
$ ; and (xi) ___% Asset Backed Notes,
Class A-11 (the "Class A-11 Notes") in the
aggregate initial principal amount of
$ . The Class A-1 Notes, Class A-2
Notes, Class A-3 Notes, Class A-4 Notes, Class
A-5 Notes, Class A-6 Notes, Class A-7 Notes,
Class A-8 Notes, Class A-9 Notes, Class A-10
Notes and Class A-11 Notes are collectively
referred to herein as the "Notes".

Each class of Notes will be equally and ratably
secured by the assets of the Trust pursuant to
the Indenture. The aggregate initial principal
amount of each class of Notes will be subject
to a permitted variance of plus or minus 5%
from the amount set forth herein depending on
the actual principal amount of Receivables sold
to the Trust on the Closing Date. See "The
Receivables" below.

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 aggregate initial Certificate Balance of
the Certificates will be subject to a permitted
variance of plus or minus 5% from the amount
set forth herein depending on the actual
principal amount of Receivables sold to the
Trust on the Closing Date. See "The
Receivables" below.

The rights of Certificateholders to receive
distributions with respect to the Certificates
will be subordinated to the rights of
Noteholders to receive distributions of
interest and principal to the extent described
herein.

No beneficial interest in a Certificate may be
held directly or indirectly by a foreign
investor. Each purchaser of a Certificate and
each assignee thereof will be deemed to have
represented, by its acceptance of its interest
in the Certificates, that it is not a "foreign
person" (as defined in the Prospectus). For
additional purchase restrictions with respect
to the Certificates see "ERISA Considerations"
herein.

The Receivables . . . . . On the Closing Date, the Trust will purchase
Receivables from the Depositor pursuant to a
Sale and Servicing Agreement to be dated as of
August __, 1997 (as amended and supplemented
from time to time, the "Sale and Servicing
Agreement"), among the Trust, the Depositor and
the Servicer. See "Description of the Transfer
and Servicing Agreements -- Sale and Assignment
of Receivables; Representations and Warranties"
herein and "Description of the Transfer and
Servicing Agreements -- Sale and Assignment of
Receivables" in the Prospectus. The
Receivables were initially originated or
purchased directly or indirectly from Dealers
by Ganis Credit Corporation ("Ganis"), which
formerly was a division of the Seller and will
act as subservicer with respect to the
Receivables. See "The Seller and the Servicer"
herein. The Receivables were transferred prior
to the Closing Date by the Seller to an
affiliate of the Depositor, and will be
transferred no later than the Closing Date by
such affiliate to the Depositor. The
Receivables will be transferred by the
Depositor to the Trust pursuant to the Sale and
Servicing Agreement on the Closing Date.

The statistical information pertaining to the
Receivable in this Prospectus Supplement
relates to the Receivables as of July 11, 1997
(the "Statistical Calculation Date"). The
Issuer believes that the information set forth
herein with respect to the Receivables is
representative of the characteristics of the
Receivables as they will be constituted at the
Closing Date, although certain characteristics
of the Receivables may vary. A Current Report
on Form 8-K containing an updated description
of the Receivables as of the Closing Date will
be filed with the Securities and Exchange
Commission within 15 days after the Closing
Date. As of the Statistical Calculation Date,
the aggregate principal balance of the
Receivables was approximately $878,716,958.35
(the "Statistical Calculation Date Pool
Balance"), the weighted average annual
percentage rate of the Receivables was 9.372%,
the weighted average remaining maturity of the
Receivables was approximately 141 months, and
the weighted average original maturity of the
Receivables was approximately 157 months. No
Receivable will have a scheduled maturity later
than June 7, 2017 (the "Final Scheduled
Maturity Date"). See "The Receivables Pool"
herein.

Terms of the Notes

A. Payment Dates . . Payments of interest and principal on the Notes
(other than the Class A-9 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 "Monthly
Payment Date"), commencing September 15, 1997.
Payments of interest and principal on the Class
A-9 Notes will be made quarterly on the 15th
day of November, February, May and August
(each, a "Quarterly Payment Date") commencing
in November, 1997. Payments will be made to
holders of record of the Notes (the
"Noteholders") as of the day immediately
preceding such Monthly Payment Date or
Quarterly Payment Date, as applicable, or, if
Definitive Notes are issued, as of the last day
of the preceding month (a "Record Date"). A
"Business Day" is a day other than a Saturday,
a Sunday or a day on which banking institutions
or trust companies in the States of
Massachusetts and New York are authorized by
law, regulation or executive order to be
closed.

B. Interest Rates . . The interest rates for the various classes of
Notes are set forth on the cover page hereof
and are referred to herein collectively as
"Interest Rates," or for each such class as the
"Interest Rate" for such class.

C. Interest . . . . . Interest on the outstanding principal amount of
each class of Notes will accrue at the
applicable Interest Rate from the Closing Date
and will be calculated on the basis of a
360-day year consisting of twelve 30-day
months, except that interest on the Class A-1
Notes will be calculated on the basis of the
actual number of days in each Interest Accrual
Period divided by 360. The "Interest Accrual
Period" will be the calendar month preceding
each Monthly Payment Date (or in the case of
the first Monthly Payment Date, the period from
the Closing Date to August 31, 1997), except
that, in the case of the Class A-1 Notes, the
Interest Accrual Period will be the period from
the immediately preceding Monthly Payment Date
(or from the Closing Date, in the case of the
first Monthly Payment Date) to the day
preceding the applicable Monthly Payment Date.
On each Monthly Payment Date each Noteholder
(other than the Class A-9 Noteholders) will be
entitled to a distribution in respect of
interest equal to interest accrued during the
preceding Interest Accrual Period at the
applicable Interest Rate for such Note on the
principal balance thereof as of the preceding
Monthly Payment Date (or in the case of the
first Monthly Payment Date, as of the Closing
Date) after giving effect to all distributions
of principal made on such preceding Monthly
Payment Date. On each Quarterly Payment Date,
each Class A-9 Noteholder will be entitled to a
distribution in respect of interest equal to
interest accrued during three preceding
Interest Accrual Periods at the Interest Rate
for the Class A-9 Notes on the principal
balance thereof as of the preceding Quarterly
Payment Date (or, in the case of the first
Quarterly Payment Date, as of the Closing Date)
after giving effect to all distributions of
principal made on such preceding Quarterly
Payment Date.

Interest payments to all classes of Notes will
have the same priority. In order to maintain
the parity of the Class A-9 Notes with the
rights of the other classes of Notes as to
payments of interest, on each Monthly Payment
Date that is not a Quarterly Payment Date
(each, a "Nonquarterly Payment Date"), the
Issuer will be required to deposit into an
account established and maintained by the
Servicer in the name of the Indenture Trustee
(the "Class A-9 Interest Account") an amount
equal to one-third of the interest payment that
will be due on the Class A-9 Notes on the next
Quarterly Payment Date. On each Quarterly
Payment Date, along with currently available
funds for such Quarterly Payment Dates, the
amounts deposited into the Class A-9 Interest
Account on the two preceding Nonquarterly
Payment Dates will be applied solely to the
interest due on the Class A-9 Notes for such
Quarterly Payment Date. See "Description of
the Notes -- Payments of Interest."

Under certain circumstances, the amount
available for interest payments could be less
than the amount of interest payable on the
Notes on any Monthly Payment 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 (and in the case of the Class A-9
Noteholders on any Nonquarterly Payment Date
such share will be "received" pursuant to the
deposit thereof into the Class A-9 Interest
Account).

D. Principal . . . . Principal of the Notes (other than the Class A-
9 Notes) will be paid on each Monthly Payment
Date in an amount equal to the Noteholder's
Principal Distributable Amount for the calendar
month (the "Collection Period") preceding such
Monthly Payment Date (or in the case of the
first Monthly Payment Date, the period from and
including the Cutoff Date to and including
August 31, 1997), to the extent of funds
available therefor. Principal of the Class A-
9 Notes will be payable on Quarterly Payment
Dates to the extent that allocations of the
Noteholders' Principal Distributable Amount have
been made to such class on such Quarterly
Payment Date or on either of the two preceding
Monthly Payment Dates. Allocations of the
Noteholders' Principal Distributable Amount
among the respective classes of Notes on each
Monthly Payment Date will be made pursuant to
the provisions described under the "Description
of the Notes -- Payment of Principal."
Allocations of the Noteholders' Principal
Distributable Amount made to the Class A-9
Notes, pursuant to such provisions, on any
Nonquarterly Payment Date will be deposited
into an account established and maintained by
the Servicer in the name of the Indenture
Trustee (the "Class A-9 Principal Account"),
and will be distributed to the Class A-9
Noteholders on the next succeeding Quarterly
Payment Date, along with any allocation to the
Class A-9 Notes, pursuant to such provisions,
of the Noteholders' Principal Distributable
Amount for such Quarterly Payment Date. The
"Noteholders' Principal Distributable Amount"
will equal the lesser of (i) the sum of the
Regular Principal Distribution Amount plus the
Accelerated Principal Distribution Amount and
(ii) the amount, if any, necessary to reduce
the aggregate principal amount of the Notes so
that the Overcollateralization Amount will
equal the Targeted Overcollateralization Amount
after application of principal payments for
such Monthly Payment Date. The "Regular
Principal Distribution Amount" with respect to
any Monthly Payment Date generally will be
equal to the amount of principal paid, with
respect to the Receivables during the
applicable Collection Period plus, in certain
circumstances, the principal balance of
Defaulted Receivables, as calculated by the
Servicer as described under "Description of the
Transfer and Servicing Agreements --
Distributions." The "Accelerated Principal
Distribution Amount" with respect to any
Monthly Payment Date will equal the portion, if
any, of the Total Distribution Amount for the
related Collection Period that remains after
payment of (a) the Servicing Fee, (b) the
interest due on the Notes (including deposits
to the Class A-9 Interest Account), (c) the
Regular Principal Distribution Amount, (d) the
interest due on the Certificates, and (e) the
amount, if any, required to be deposited into
the Reserve Account on such Monthly Payment
Date. The "Overcollateralization Amount,"
shall equal zero as of the Closing Date and for
any Monthly Payment Date, will equal the
amount, if any, by which the Pool Balance as of
the end of the related Collection Period
exceeds the sum of (i) aggregate principal
amount of the Notes, (ii) the aggregate amount
on deposit in the Class A-9 Principal Account,
and (iii) the Certificate Balance, in each case
after giving effect to all distributions in
respect of principal to be made on such Monthly
Payment Date. The "Targeted
Overcollateralization Amount" for any Monthly
Payment Date will be an Overcollateralization
Amount that is equal, after giving effect to
all distributions in respect of principal to be
made on such Monthly Payment Date, to 1% of the
Pool Balance as of the end of the related
Collection Period.

The "Pool Balance" at any time will represent
the aggregate principal balance of the
Receivables (other than Receivables that became
Defaulted Receivables prior to the related
Collection Period) 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 Seller, Servicer
or the Depositor, as the case may be, all for
such Collection Period, and all losses realized
on Receivables that became Defaulted
Receivables during such Collection Period.

The outstanding principal amount of the Notes,
to the extent not previously paid, will be
payable on the Monthly Payment Date for such
class set forth below (for each class, the
"Stated Maturity Date"):

Class of Notes Stated Maturity Date
------------------- ------------------------
Class A-1
Class A-2
Class A-3
Class A-4
Class A-5
Class A-6
Class A-7
Class A-8
Class A-9
Class A-10
Class A-11

Terms of the Certificates

A. Payment Dates . . Distributions with respect to the Certificates
will be made on each Monthly Payment Date, to
holders of record of the Certificates (the
"Certificateholders" and, together with the
Noteholders, the "Securityholders") as of the
related Record Date.

B. Pass Through Rate. ( )% per annum (the "Pass Through Rate").

C. Interest . . . . . On each Monthly Payment Date, the Owner Trustee
will distribute to Certificateholders interest
accrued during the preceding Interest Accrual
Period at the Pass Through Rate on the
outstanding Certificate Balance as of the
preceding Monthly Payment Date (or in the case
of the first Monthly Payment Date, as of the
Closing Date) after giving effect to all
distributions of principal made on such
preceding Monthly Payment Date. Such interest
will be distributed generally to the extent of
funds available following payment of the
Servicing Fee, distributions of interest and
distributions of principal to the extent of the
Regular Principal Distribution Amount on the
Notes. Interest will be calculated on the
basis of a 360-day year consisting of twelve
30-day months.

D. Principal . . . . No distributions of principal on the
Certificates will be made until all of the
Notes have been paid in full. On each Monthly
Payment Date commencing on the Monthly Payment
Date as of which the 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
Monthly Payment 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 Certificateholders'
Principal Distributable Amount will be the
Regular Principal Distribution Amount (less, on
the Monthly Payment Date on which the Notes are
paid in full, the portion thereof payable on
the Notes), and will be calculated by the
Servicer in the manner described under
"Description of the Transfer and Servicing
Agreements -- Distributions". The Final
Scheduled Payment Date for the Certificates
will be _______ __, ____.

E. Optional Prepayment The Servicer will have the option to
purchase all of the Receivables on any
Monthly Payment Date on or after the
Monthly Payment Date on which the Pool
Balance has declined to 10% or less of the
Initial Pool Balance. The price at which
the Servicer will be required to purchase
the Receivables in order to exercise such
option will be equal to the aggregate of
the Purchase Amounts of the Receivables as of
the end of the related Collection Period.
The Servicer will be required to give not less
than 30 days notice to the Indenture Trustee
of its intention to exercise such option. The
Servicer will not be permitted to exercise such
option unless the resulting distribution to
Certificateholders would be at least equal to
the outstanding Certificate Balance together
with accrued interest at the Pass Through Rate.
See "Description of the Certificates -- Optional
Prepayment" herein.

Reserve Account . . . . . The "Reserve Account" will be created on the
Closing Date with an initial deposit (the
"Reserve Account Initial Deposit") by the
Depositor from the proceeds from the sale of
the Receivables to the Trust, in an amount
equal to $________ (0.5% of the Initial Pool
Balance).

All amounts on Deposit in the Reserve Account
on any Monthly Payment Date will be available
to make up shortfalls (in the priority
indicated) of payments of (i) the Servicing
Fee, (ii) the Noteholder's Interest
Distributable Amount, (iii) the Noteholder's
Principal Distributable Amount (but only to the
extent of the Regular Principal Distribution
Amount), (iv) the Certificateholders' Interest
Distributable Amount and (v) the
Certificateholders' Principal Distributable
Amount. On each Monthly Payment Date, if the
Overcollateralization Amount for such Monthly
Payment Date is not less than the Targeted
Overcollateralization Amount and the amount on
deposit in the Reserve Account is in excess of the
Specified Reserve Account Balance such
excess will be released to the Company. The
"Specified Reserve Account Balance" with
respect to any Monthly Payment Date will be
equal to the lesser of (i) 1% of the Initial
Pool Balance and (ii) the outstanding principal
balance of the Securities. See "Description of
the Transfer and Servicing Agreements -- Credit
Enhancement -- Reserve Account" herein.

Collection Account; Priority
of Payments . . . . . . . The Servicer will be required to remit
collections received with respect to the
preceding Collection Period to one or more
accounts maintained by it in the name of the
Indenture Trustee (the "Collection Account")
within two Business Days of receipt. Pursuant
to the Sale and Servicing Agreement, the
Servicer will instruct the Indenture Trustee to
withdraw funds on deposit in the Collection
Account in an amount equal to the Total
Distribution Amount for the related Collection
Period, and to apply such funds on each Monthly
Payment Date to the following (in the priority
indicated): (i) the Servicing Fee, together
with any unpaid Servicing Fees from prior
Monthly Payment Dates, to the Servicer;
(ii) the Noteholders' Interest Distributable
Amount and the Regular Principal Distribution
Amount (to the extent of the Noteholders'
Principal Distributable Amount) into the Note
Distribution Account; (iii) the
Certificateholders' Interest Distributable
Amount, and after the Notes have been paid in
full, the Certificateholders' Principal
Distributable Amount into the Certificate
Distribution Account; (iv) the amount, if any,
necessary to cause the amount on deposit in the
Reserve Account to equal the Specified Reserve
Account Balance into the Reserve Account; and
(v) the Accelerated Principal Distribution
Amount (to the extent of any Noteholders'
Principal Distributable Amount that remains
unpaid after the application of clause (ii)
above) into the Note Distribution Account.
Any portion of the Total Distribution Amount
remaining on any Monthly Payment Date after
payment to the Servicer, to Noteholders and the
Certificateholders of the aggregate amount of
interest thereon and principal thereof required
to be distributed on such Monthly Payment Date
and after any required deposits to the Reserve
Account as described above, will be paid to the
Company and, upon such payment, none of the
Indenture Trustee, the Owner Trustee, the
Noteholders or the Certificateholders will have
any further rights in, or claims to, such
amounts.

Tax Status . . . . . . . In the opinion of Brown & Wood LLP, counsel to
the Trust ("Tax Counsel"), 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.
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 tax
purposes. Alternative characterizations of the
Trust and the Certificates are possible, but
would not generally result in materially
adverse tax consequences to the
Certificateholders. See "Federal Income Tax
Consequences" herein and "Federal Income Tax
Consequences" in the Prospectus for additional
information concerning the application of
federal income 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 by (a) an employee benefit
plan (as defined in Section 3(3) of ERISA) that
is subject to the provisions of Title I of
ERISA, (b) a plan described in Section
4975(e)(1) of the Code or (c) 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. Each
purchaser of a Certificate and each assignee
thereof will be deemed to have represented, by
its acceptance of its interest in the
Certificates, that it is not subject to such
limitation. Prospective purchasers of the
Certificates should also be aware that assets
held in an insurance company's general account
may be deemed to be "plan assets" for ERISA
purposes under certain circumstances. See
"ERISA Considerations" herein and in the
Prospectus.

Rating of the Securities It is a condition to the issuance of the Notes
that they be rated in the highest investment
rating category (which, in the case of the
Class A-1 Notes only, shall be the highest
short-term investment rating category) by
Moody's and by S&P and that the Certificates be
rated at least in the "BBB" category or its
equivalent by Moody's and by S&P. The rating
of the Notes and the Certificates by the Rating
Agencies reflects such Rating Agencies'
assessment of the likelihood that the
Noteholders or the Certificateholders will
receive payments and interest, however, the
rating on the Notes does not address the timing
of distributions of principal of the Notes
prior to the related Stated Maturity Date. A
rating is not a recommendation to buy, sell or
hold securities and may be subject to revision
or withdrawal at any time by the assigning
Rating Agencies. Each rating should be
evaluated independently of any other rating.
See "Risk Factors -- Ratings of the Securities"
herein.

RISK FACTORS

Investors should consider, among other things, the matters discussed
under "Risk Factors" in the Prospectus and the following risk factors in
connection with purchases of the Securities.

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. Obligors on Receivables
representing approximately 26.68%, 10.02% and 7.50% by principal balance of
the Receivables were located in California, Texas and Florida, respectively,
as of the Statistical Calculation Date. As a result, economic
conditions in such states may have a disproportionate affect on prepayments
and/or defaults in respect of the Receivables and thus potentially adversely
affect the amount available for distribution to the Noteholders and the
Certificateholders. In particular, an economic downturn in one or more of
such states could adversely affect the performance of the Trust as a whole
(even if national economic conditions remain unchanged or improve) as
Obligors in such state or states experience the effects of such a downturn
and face greater difficulty in making payments on their Receivables. See
"The Receivables Pool."

SUBORDINATION OF THE CERTIFICATES TO THE NOTES. Distributions of
interest and principal on the Certificates will be subordinated in priority
of payment to interest and principal due on the 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 (other than any Accelerated Principal Distribution Amount) due on the
applicable Monthly Payment Date has been deposited in the Note Distribution
Account. The Certificateholders will not receive any distributions of
principal until the applicable Monthly Payment Date on which all of the Notes
have been paid in full.

LIMITED ASSETS OF THE TRUST. 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 amounts on deposit in 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. However, funds deposited in the Reserve
Account are limited in amount. See "Description of the Transfer and Servicing
Agreements -- Credit Enhancement -- Reserve Account" herein. If the amount on
deposit in the Reserve Account is exhausted, and, in the case of the
Noteholders, to the extent the subordination of amounts distributable to
Certificateholders is insufficient, the Trust will depend solely on current
distributions on the Receivables to make payments on the Notes and the
Certificates. In such event, certain factors, such as the possibility that
the Trust may not have a perfected security interest in the Financed
Vehicles in all states or may not have a first priority security interest in
all Financed Vehicles in all cases, may affect the Trust's ability to
repossess and sell the collateral securing the Receivables or may limit the
amount realized to less than the amount due by the related Obligors. The
Securityholders (particularly, the Certificateholders) may thus be subject to
delays in payment and may incur losses on their investment as a result of
defaults or delinquencies by Obligors and because of depreciation in the
value of the related Financed Vehicles. See "Risk Factors -- Certain
Legal Aspects -- Security Interests in Financed Vehicles" in the Prospectus.
The Securities will not be insured or guaranteed by the Seller, the
Servicer, the Depositor, the Owner Trustee, the Indenture Trustee or any
affiliate thereof.

PAYMENT DELAY. The effective yield on the Securities (other than the
Class A-1 Notes) will be reduced below the yield otherwise produced because,
with respect to such Securities, interest accrued through the end of each
calendar month will not be distributed until the Monthly Payment Date in the
following month (and in the case of the Class A-9 Notes interest accrued
through the end of the calendar month preceding each Quarterly Payment Date
will not be distributed until such Quarterly Payment Date), and the amount
distributable on such Monthly Payment Date will not bear interest during such
delay. As a result, the market value of such Securities will be lower than
would be the case if there was no such delay.

RATINGS OF THE SECURITIES. It is a condition to the issuance of the
Notes that each class of the Notes be rated in the highest long term rating
category, or in the case of the Class A-1 Notes only, shall be the highest
short-term investment rating category, and that the Certificates be rated at
least in the "BBB" category or its equivalent, by Moody's and S&P (each, a
"Rating Agency"). 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, BankBoston Recreational Vehicle Asset Backed Trust 1997-1,
will be formed on or prior to the Closing Date under the laws of the State of
Delaware pursuant to the Trust Agreement for the transactions described in
this Prospectus Supplement. The activities of the Trust are limited by the
Trust Agreement to (i) acquiring, holding and managing the Receivables and
the other assets of the Trust and proceeds therefrom, (ii) issuing the
Securities, (iii) making payments on the Securities and (iv) engaging in
other activities that are necessary, suitable or convenient to accomplish the
foregoing or are incidental thereto or connected therewith.

The Trust will initially be capitalized with equity equal to the
Certificate Balance of $ , excluding amounts deposited in the
Reserve Account. 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 Depositor pursuant to the Sale and Servicing Agreement.

If the protection provided to the investment of the Securityholders by
the Reserve Account is insufficient, and, in the case of the Noteholders, to
the extent the subordination of amounts distributable to Certificateholders
is insufficient, the Trust will have recourse only to the Obligors on the
Receivables and the proceeds from the repossession and sale of Financed
Vehicles which secure defaulted Receivables in order to make payments on the
Notes and the Certificates. Therefore, 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", "--
Credit Enhancement -- Reserve Account" herein and "Risk Factors -- Certain
Legal Aspects -- Security Interests in the Financed Vehicles" and "Certain
Legal Aspects of the Receivables" in the Prospectus.

The Trust's principal offices are in Wilmington, Delaware, in care of
Wilmington Trust Company, 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, assuming the Notes and Certificates are issued in the
respective amounts set forth herein, as if the issuance and sale of the Notes
and the Certificates had taken place on such date:

Notes . . . . . . . . . . . .
Certificates. . . . . . . . .
___________________________
Total . . . . . . . . . . . $
___________________________

THE OWNER TRUSTEE

Wilmington Trust Company is the Owner Trustee under the Trust Agreement.
Wilmington Trust Company is a Delaware banking corporation and its principal
offices are located at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001. The Depositor 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 include only the
Receivables purchased on the Closing Date. The Receivables were purchased
from the Seller by an affiliate of the Depositor in two sales, the first
occurred on March 31, 1997, and the second will occur on or about the Closing
Date. The Receivables will be acquired by the Depositor from such affiliate.
The Receivables were sold by the Seller to such affiliate of the Depositor in
the form of a participation certificate evidencing a 100% undivided ownership
interest in each Receivable (the "Participation Certificate"). The
Receivables will continue to be held in such form until their sale by the
Depositor to the Trust pursuant to the Sale and Servicing Agreement.
Immediately upon such sale to the Trust, the Participation Certificate will
be terminated and dissolved by mutual agreement of the Seller, the Trust and
the Depositor and the Trust will own the Receivables directly. The Seller
initially acquired the Receivables from Ganis, which formerly was a division
of the Seller. The Receivables were originated or purchased from Dealers
directly or indirectly by Ganis. See "The Seller and the Servicer" herein.

The Receivables Pool constitutes substantially all of the Seller's
holdings of Recreational Vehicle Receivables and Motor Vehicle Receivables
acquired from Ganis. All of the Receivables will be Simple Interest
Receivables. See "The Receivables Pools" in the Prospectus for a description
of the characteristics of Simple Interest Receivables. Other selection
criteria for the Receivables include that as of the Cutoff Date each
Receivable will (i) be not more than 59 days past due, (ii) have not more
than 239 months remaining scheduled payments to maturity, (iii) have an
original number of scheduled payments of not more than 240 months and (iv) an
annual percentage rate ("APR") of not less than 5.99% per annum.

The information presented in this Prospectus Supplement relating to the
Receivables is as of July 11, 1997 (the "Statistical Calculation Date"). The
Issuer believes that the Information set forth herein with respect to the
Receivables as of the Statistical Calculation Date is representative of the
characteristics of the Receivables as they will be constituted at the Closing
Date, although certain characteristics of the Receivables many vary. A
Current Report on Form 8-K containing a description of Receivables as of the
Closing Date will be filed with the Securities and Exchange Commission within
15 days after the Closing Date.

As of the Statistical Calculation Date, (i) the principal balances of
the Receivables ranged from $156.33 to $763,886.83, with the average
principal balance being equal to $32,697.66, (ii) approximately 51.94% of the
aggregate principal balance of the Receivables, constituting 56.51% of the
number of the Receivables, represented previously titled vehicles and (iii)
approximately 97.61% of the Receivables by principal balance consisted of
Recreational Vehicle Receivables and the remainder consisted of Motor Vehicle
Receivables.

Set forth in the following tables is information concerning certain
characteristics of the Receivables Pool as of the Statistical Calculation
Date. The percentages set forth in the tables below may not always add to
100% due to rounding.

COMPOSITION OF THE RECEIVABLES POOL

Weighted Weighted Weighted
Average Aggregate Average Average Average
APR of Principal Number of Remaining Original Principal
Receivables Balance Receivables Term Term Balance

<S> <C> <C> <C> <C> <C>
9.372% $878,716,958.35 26,874 141 months 157 months $32,697.66

</TABLE>

DISTRIBUTION BY APR OF THE RECEIVABLES POOL

<TABLE>
<CAPTION> PERCENT OF
AGGREGATE AGGREGATE
NUMBER OF PRINCIPAL PRINCIPAL
APR RANGE/(1)/ RECEIVABLES BALANCE BALANCE
<S> <C> <C> <C>
5.501% - 6.000% 1 $ 59,570.71 0.01%
6.501% - 7.000% 28 1,179,354.95 0.13
7.001% - 7.500% 166 4,054,350.67 0.46
7.501% - 8.000% 373 15,172,443.76 1.73
8.001% - 8.500% 967 66,776,333.31 7.60
8.501% - 9.000% 6,367 332,633,657.51 37.85
9.001% - 9.500% 5,511 192,262,911.58 21.88
9.501% - 10.000% 5,618 147,709,278.84 16.81
10.001% - 10.500% 3,115 56,732,326.04 6.46
10.501% - 11.000% 2,256 34,031,726.12 3.87
11.001% - 11.500% 1,095 13,508,537.25 1.54
11.501% - 12.000% 782 8,896,412.23 1.01
12.001% - 12.500% 240 2,207,492.96 0.25
12.501% - 13.000% 169 1,506,966.12 0.17
13.001% - 13.500% 54 540,580.83 0.06
13.501% - 14.000% 67 715,186.82 0.08
14.001% - 14.500% 10 50,376.96 0.01
14.501% - 15.000% 22 375,172.53 0.04
15.001% - 15.500% 2 28,313.66 0.00
15.501% - 16.000% 25 227,722.52 0.03
16.501% - 17.000% 2 31,706.12 0.00
17.501% - 18.000% 2 13,290.90 0.00
18.501% - 19.000% 1 1,969.15 0.00
19.501% - 20.000% 1 1,276.81 0.00
Total: 26,874 $878,716,958.35 100.00

</TABLE>

_______________
(1) The Receivables consist of one adjustable rate Receivable. Based on its
APR as of the Statistical Calculation Date, the adjustable rate Receivable is
included in the 8.001% to 8.500% APR range.

GEOGRAPHIC DISTRIBUTION OF THE RECEIVABLES POOL

Percent of
Aggregate Aggregate
Number of Principal Principal
State/(1)/ Receivables Balance Balance
<S> <C> <C> <C>
Alabama 555 $ 17,419,446.23 1.98%
Alaska 71 3,197,116.39 0.36
Arizona 1,011 33,272,809.92 3.79
Arkansas 451 14,115,146.81 1.61
California 8,167 234,403,244.22 26.68
Colorado 468 18,865,089.51 2.15
Connecticut 393 10,451,160.02 1.19
Delaware 46 1,587,560.59 0.18
District of Columbia 3 211,524.53 0.02
Florida 1,786 65,901,688.43 7.50
Georgia 538 14,962,947.71 1.70
Hawaii 12 520,924.59 0.06
Idaho 147 4,941,118.45 0.56
Illinois 411 17,560,969.99 2.00
Indiana 153 6,309,485.06 0.72
Iowa 156 4,833,885.78 0.55
Kansas 176 7,441,235.37 0.85
Kentucky 89 2,521,982.87 0.29
Louisiana 646 20,872,439.02 2.38
Maine 174 5,364,479.35 0.61
Maryland 272 8,740,320.89 0.99
Massachusetts 580 16,381,334.28 1.86
Michigan 192 8,115,239.83 0.92
Minnesota 285 9,236,393.70 1.05
Mississippi 361 9,294,134.42 1.06
Missouri 309 10,996,351.36 1.25
Montana 100 4,187,444.30 0.48
Nebraska 73 2,224,209.77 0.25
Nevada 680 21,862,872.92 2.49
New Hampshire 224 6,874,392.69 0.78
New Jersey 210 5,389,431.88 0.61
New Mexico 417 11,683,389.61 1.33
New York 617 22,213,596.52 2.53
North Carolina 547 15,840,922.04 1.80
North Dakota 29 629,755.60 0.07
Ohio 317 13,559,547.29 1.54
Oklahoma 294 10,519,216.32 1.20
Oregon 706 37,431,191.44 4.26
Pennsylvania 545 16,067,864.24 1.83
Rhode Island 124 2,979,691.37 0.34
South Carolina 269 8,139,702.91 0.93
South Dakota 53 1,927,695.04 0.22
Tennessee 264 9,777,931.17 1.11
Texas 2,427 88,059,328.08 10.02
Utah 214 8,116,184.39 0.92
Vermont 79 1,971,326.81 0.22
Virginia 341 10,604,441.56 1.21
Washington 428 16,617,429.64 1.89
Wisconsin 315 9,528,920.74 1.08
West Virginia 96 2,816,169.26 0.32
Wyoming 43 1,743,822.83 0.20
Other 10 432,450.61 0.05
Total 26,874 $878,716,958.35 100.00%

</TABLE>
_______________
(1) Based on billing addresses of the Obligors at the Statistical Calculation
Date.

REMAINING TERM OF THE RECEIVABLES POOL

Stated Remaining Percent of
Terms to Aggregate Aggregate
Maturity Number of Principal Principal
(Months) Receivables Balance Balance
<S> <C> <C> <C>
1 - 12 212 $ 513,230.57 0.06%
13 - 24 609 2,988,346.77 0.34
25 - 36 1,302 9,647,061.61 1.10
37 - 48 1,464 14,941,336.02 1.70
49 - 60 1,255 16,700,226.80 1.90
61 - 72 1,105 16,803,584.52 1.91
73 - 84 1,134 21,184,338.52 2.41
85 - 96 2,303 42,758,682.99 4.87
97 - 108 2,565 55,578,767.17 6.32
109 - 120 2,420 60,570,246.06 6.89
121 - 132 1,625 40,937,931.66 4.66
133 - 144 1,420 47,917,047.47 5.45
145 - 156 3,090 150,948,104.60 17.18
157 - 168 3,827 206,029,866.72 23.45
169 - 180 2,450 174,874,908.59 19.90
181 - 192 1 68,173.71 0.01
193 - 204 1 59,699.29 0.01
205 - 216 7 1,794,726.78 0.20
217 - 228 28 3,981,213.35 0.45
229 - 240 56 10,419,465.15 1.19
Total: 26,874 $878,716,958.35 100.00%

</TABLE>

MONTHS OF SEASONING OF THE RECEIVABLES POOL

<TABLE>
<CAPTION>
Percent of
Range of Months Aggregate Aggregate
Since Number of Principal Principal
Origination Receivables Balance Balance
<S> <C> <C> <C>
0 5 $ 238,790.58 0.03%
1-6 4,458 201,961,838.18 22.98
7-12 3,375 126,247,178.08 14.37
13-18 5,582 178,760,168.80 20.34
19-24 5,859 171,496,631.29 19.52
25-30 4,637 116,695,358.13 13.28
31-36 2,043 53,394,819.26 6.08
37-42 474 15,044,296.96 1.71
43-48 441 14,877,877.07 1.69
Total: 26,874 $878,716,958.35 100.00%

</TABLE>

YEARS OF ORIGINATION OF THE RECEIVABLES POOL

<TABLE>
<CAPTION>
Percent of
Aggregate Aggregate
Year of Number of Principal Principal
Origination Receivables Balance Balance
<S> <C> <C> <C>
1991 2 $43,988.75 0.01%
1993 451 15,413,642.08 1.75
1994 2,536 68,710,670.03 7.82
1995 10,500 288,406,876.05 32.82
1996 8,962 306,238,682.61 34.85
1997 4,423 199,903,098.83 22.75
Total: 26,874 $878,716,958.35 100.00%

</TABLE>

CURRENT RECEIVABLES BALANCE

Current Receivables Number of Aggregate Principal Percent of Aggregate
Balance Receivables Balance Principal Balance
<S> <C> <C> <C>
$1 - $5,000 1,414 $ 4,707,163.79 0.54%
$5,001 - $10,000 3,528 27,069,491.70 3.08
$10,001 - $15,000 3,963 49,093,279.28 5.59
$15,001 - $20,000 2,898 50,415,236.40 5.74
$20,001 - $30,000 4,746 118,328,464.57 13.47
$30,001 - $40,000 3,860 134,375,759.45 15.29
$40,001 - $50,000 2,456 109,426,086.28 12.45
$50,001 - $60,000 1,273 69,372,081.92 7.89
$60,001 - $70,000 692 44,636,198.40 5.08
$70,001 - $80,000 389 29,003,871.86 3.30
$80,001 - $90,000 247 20,926,724.98 2.38
$90,001 - $100,000 211 20,175,790.62 2.30
$100,001 - $125,000 446 50,016,959.94 5.69
$125,001 - $150,000 268 36,814,532.93 4.19
$150,001 - $175,000 155 24,913,894.99 2.84
$175,001 - $200,000 79 14,762,659.40 1.68
$200,001 - $225,000 54 11,575,533.08 1.32
$225,001 - $250,000 44 10,466,760.61 1.19
$250,001 - $300,000 65 17,613,982.37 2.00
$300,001 - $350,000 24 7,763,930.24 0.88
$350,001 - $400,000 27 10,145,367.57 1.15
$400,001 - $450,000 12 5,056,608.30 0.58
$450,001 - $500,000 13 6,230,717.67 0.71
$500,001 - $600,000 8 4,372,601.14 0.50
$600,001 - $700,000 1 689,374.03 0.08
$700,001 - $800,000 1 763,886.83 0.09
Total: 26,874 $878,716,958.35 100.00%

</TABLE>

PAID-AHEAD RECEIVABLES

If an Obligor, in addition to making a regularly scheduled monthly
payment, makes one or more additional monthly payments in any Collection
Period (for example, because the Obligor intends to be on vacation the
following month), such additional payments will be treated as a prepayment of
principal and applied to reduce the principal balance of the related
Receivable in such Collection Period. Unless otherwise requested by the
Obligor, the Obligor will not be required to make any scheduled monthly
payment in respect of such Receivable (a "Paid-Ahead Receivable") for the
number of months corresponding to the number of such additional scheduled
monthly payments that were made (the "Paid-Ahead Period"). During the Paid-
Ahead Period, interest will continue to accrue on the principal balance of
the related Receivable, as reduced by the application of such additional
scheduled monthly payments made in the Collection Period in which such
Receivable became a Paid-Ahead Receivable. A Paid-Ahead Receivable will not
be considered delinquent during the related Paid-Ahead Period. An interest
shortfall with respect to each Paid-Ahead Receivable will exist during each
Collection Period during the Paid-Ahead Period and will thereby affect
whether the Servicer will be required to make an Advance, as described under
"Description of the Transfer and Servicing Agreements--Advances - Simple
Interest Receivables" in the Prospectus. Notwithstanding the foregoing, no
Advances will be made in respect of principal in respect of a Paid-Ahead
Receivable.

Because interest in respect of the Receivables will accrue on the simple
interest method, scheduled monthly payments on a Paid-Ahead Receivable paid
by an Obligor following the end of the Paid-Ahead Period may be insufficient
to cover the interest that has accrued since the last payment was made prior
to the Paid-Ahead Period. Notwithstanding such insufficiency, the related
Receivable will be considered current. This situation will continue until
sufficient payments have been made to cover all accrued interest on such
Paid-Ahead Receivable since the beginning of the Paid-Ahead Period and the
principal balance of such Receivable is once again being amortized.
Depending on the principal balance and APR of the related Paid-Ahead
Receivables, and the number of payments that were paid-ahead, there may be
extended periods of time during which Paid-Ahead Receivables that are current
are not amortizing. During such period, no distributions in respect of
principal will be made to Securityholders with respect to such Receivables.

Paid-Ahead Receivables will affect the weighted average lives of the
Securities. The distribution of the paid-ahead amount on the Monthly Payment
Date following the Collection Period in which such amount was received will
generally shorten the weighted average lives of the Securities. However,
depending on the length of time during which a Paid-Ahead Receivable is not
amortized as described above, the weighted average lives of the Securities
may be extended. In addition, to the extent the Servicer makes Advances with
respect to a Paid-Ahead Receivable which subsequently goes into default,
because Liquidation Proceeds with respect to such Receivable will be applied
first to reimburse the Servicer for such Advances, the loss with respect to
such Receivable may be larger than would have been the case had such Advances
not been made.

The Servicer's portfolio of recreational vehicle installment sale
contracts and installment loans has historically included receivables which
have been paid-ahead by one or more scheduled monthly payments. There can be
no assurance as to the number of Receivables which may become Paid-Ahead
Receivables or the number or the principal amount of the scheduled payments
which may be paid-ahead.

THE SELLER AND THE SERVICER

BankBoston, N.A., (formerly, The First National Bank of Boston) founded
in 1784, is a wholly-owned subsidiary of BankBoston Corporation (the
"Corporation"), and is the 15th largest bank holding company in the United
States. The Corporation's stocks are listed on the New York and Boston stock
exchanges.

ORIGINATION OF RECEIVABLES

The Receivables were originated or purchased from Dealers directly or
indirectly by Ganis Credit Corporation ("Ganis"), a Delaware corporation
headquartered in Newport Beach, California. Ganis was founded in 1980 and
provides financing to recreational vehicle, motor vehicle and boat consumers
nationwide on a direct and indirect basis. In August 1993 BankBoston began
purchasing from Ganis receivables which satisfied certain credit and
underwriting guidelines directly approved by BankBoston. In February 1995
BankBoston acquired Ganis and established it as a division of BankBoston.
Following the acquisition, Ganis originated loans exclusively for the
portfolio of BankBoston. In May 1997 BankBoston sold Ganis to Deutsche
Financial Services ("DFS"). All of the Receivables were originated prior to
the sale of Ganis to DFS.

Ganis engages in direct and indirect lending through its headquarters,
its regional offices in Tampa, Florida, Harrisburg, Pennsylvania and Irving,
Texas and its district offices. Dealers who seek to enter into financing
arrangements with Ganis are required to submit an application and provide to
Ganis, among other things, evidence of licenses by the appropriate state
agencies, financials of the company and resumes of key personnel. Ganis
investigates the creditworthiness, licensing and general business reputation
of the Dealer prior to entering into an agreement. The regional offices,
which are actively monitored by headquarters, maintain relationships with the
Dealers and coordinate the underwriting and settlement process.

Credit applications are initially reviewed by an underwriter located at
Ganis' headquarters or in one of its regional offices. Ganis' evaluation of
an application is intended to determine the customer's willingness and
ability to repay and the adequacy of the underlying collateral. Applicants
are required to provide information pertaining to their income, employment
history, financial liabilities, personal status and a description or invoice
of the asset for which the loan is requested. In addition, Ganis requires
credit references and one or more credit reports on each applicant from a
national reporting company. Once a loan request passes a preliminary review
the underwriter, where appropriate, conducts a full credit investigation
seeking verification of, among other things, income, employment, outstanding
debt and the value of the asset. Each underwriter is responsible for knowing
the collateral value of the asset prior to approving the loan. Loans in
excess of an underwriter's authority require approval by a credit supervisor
or a regional credit manager. Loans of $175,000 to $250,000 require the
final approval of a credit supervisor. A regional credit manager may approve
loans of up to $250,000. Loans of $250,000 and over require approval of the
company-wide credit manager.

Among the criteria considered in evaluating the application are: (i)
years of employment, (ii) income, (iii) home ownership, (iv) credit history,
(v) debt to gross income analysis and (vi) loan-to-value ratios. Ganis
includes the FICO score in assessing the borrower's creditworthiness and in
determining the risk associated with the applicant.

If an applicant's total fixed monthly debt payments are greater than 40%
of such applicant's monthly gross income, the related application is referred
to a credit supervisor or credit manager. Ganis' baseline standard of the
amount financed is: (i) 110% of the manufacturer's invoice price (plus
equipment) for a new, current model; (ii) 100% of the manufacturer's invoice
price (plus equipment) for a new model in previous years; (iii) 105% of the
National Automotive Dealers Association ("NADA") or Kelly guidebook value
(plus equipment) for a used vehicle less than four years old; or (iv) 100% of
the NADA or Kelly guidebook value (plus equipment) for a 5-7 year old used
vehicle. In certain instances some of the requirements may be waived if
other compensating factors exist. Deviations from underwriting guidelines
must be approved by a credit supervisor, regional manager or a company-wide
credit manager depending on the extent of the deviation.

COLLATERAL INSURANCE

Prior to funding, Ganis requires an Obligor to provide evidence of
comprehensive insurance (fire, theft vandalism, collision and liability
coverage) and to designate Ganis as "Loss Payee" under the insurance policy.
Deductibles generally are not permitted to exceed $1,000. In addition, the
Servicer maintains a blanket insurance policy (a VSI policy) which covers
comprehensive property damage of a Financed Vehicle that occurs while the
collateral is in repossession.

SERVICING AND COLLECTIONS

The Servicer's servicing operations are conducted from its Providence,
Rhode Island servicing center. The Servicer has serviced the Receivables
since its acquisition of such contracts, or for those contracts originated
after its acquisition of Ganis, since the later of origination or purchase by
Ganis, although Ganis has provided servicing for BankBoston for those
contracts that are seriously delinquent or in repossession. Upon the
acquisition of the Receivables by the Trust, Ganis will act as subservicer of
the Receivables to continue to perform such services and, after a transition
period, will perform substantially all of the servicing obligations related
to the Receivables on the Servicer's behalf.

Collections activities with respect to delinquent contracts generally
commences by phone or written correspondence when payment is more than 10
days past due. At 45 days past due, collection personnel issue notices of
intent to repossess unless a secured payment promise is obtained. The
Servicer re-reviews an account's status at 65 days past due and the
repossession process is initiated for those accounts which remain delinquent.
The Servicer generally repossesses the collateral when the delinquency
persists for 75 days. Once the collateral is repossessed the Servicer
notifies Ganis and Ganis becomes involved in the sale of the collateral. The
collateral is generally disposed of 40 to 45 days following repossession.
The benchmark for recovery values is 95% of the NADA or Kelly guidebook value
for the collateral on a gross basis, with expenses ranging up to 5% depending
on the type of collateral. Delinquent contracts, including those due to
bankruptcies, are generally charged-off at 120 days delinquent. For a
discussion of collection procedures with respect to the Receivables, see
"Description of the Transfer and Servicing Agreements -- Servicing
Procedures" in the Prospectus.

DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

Set forth below is certain information concerning the experience of the
Seller pertaining to new and used recreational vehicles, automobile and
light-duty truck receivables, including those previously sold which the
Servicer continues to service. The delinquency, loan loss and repossession
experience of recreational vehicle and motor vehicle contracts historically
has been sharply affected by a downturn in regional or local economic
conditions. These regional or local economic conditions are often volatile,
and no predictions can be made regarding future economic conditions in any
particular area. There can be no assurance that the delinquency, repossession
and net loss experience on the Receivables will be comparable to that set
forth below.

DELINQUENCY EXPERIENCE/(1)/

AT DECEMBER 31 AT JUNE 30
1995 1996 1996 1997

NUMBER OF NUMBER OF NUMBER OF NUMBER OF
CONTRACTS AMOUNT CONTRACTS AMOUNT CONTRACTS AMOUNT CONTRACTS AMOUNT
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Portfolio . . . . . . 18,403 $ 560,119 22,928 $ 766,776 21,505 $ 699,909 27,093 $ 887,915
Period of Delinquency
30-59 Days . . . . . 85 2,372 122 4,284 65 1,839 206 6,020
60-89 Days . . . . . 17 514 31 979 24 1,057 28 882
90 Days or More . . 18 554 58 1,469 22 400 76 2,252
Total Delinquencies . 120 3,430 211 6,732 111 3,296 310 9,154
Total Delinquencies
as a Percent
of the Portfolio . . 0.65% 0.61% 0.92% 0.88% 0.52% 0.47% 1.14% 1.03%

</TABLE>
_______________
(1) All amounts and percentages are based on the gross amount scheduled
to be paid on each contract, including unearned finance and other
charges. The information in the table includes previously sold
contracts which the Servicer continues to service, and does not
include the delinquency experience with respect to an immaterial
amount of receivables generated by Agent Financial Services
Corporation, a former division of Ganis, dissolved in 1997.

CREDIT LOSS/REPOSSESSION EXPERIENCE/(1)/

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30,
1996 1995 1997 1996
<S> <C> <C> <C> <C>
Average Amount Outstanding
During the Period . . . . . . . $683,583 $349,622 $838,590 $626,366
Net Losses . . . . . . . . . . . 2,097 491 1,773 1,203
Net Losses as a Percent of Average
Amount Outstanding(2) . . . . . 0.31% 0.14% 0.21% 0.19%

</TABLE>
____________________
(1) Except as indicated, all amounts and percentages are based on the
gross amount scheduled to be paid on each contract, including
unearned finance and other charges. The information in the table
includes previously sold contracts that the Servicer continues to
service.

(2) Net losses are equal to the aggregate of the balances of all
contracts which are determined to be uncollectible in the period,
less any recoveries on contracts charged off in the period or any
prior periods, including any losses resulting from disposition
expenses and any losses resulting from the failure to recover
commissions to dealers with respect to contracts that are prepaid or
charged off.

WEIGHTED AVERAGE LIFE OF THE SECURITIES

Information regarding certain maturity and prepayment considerations
with respect to the Notes and the Certificates are set forth under "Weighted
Average Life of the Securities" in the Prospectus. No principal payments
will be made on the Certificates until all classes of Notes have been paid in
full. In addition, so long as no Event of Default under the Indenture has
occurred, no principal payments on a class of Notes will be made while any
class of Notes having a lower numerical class designation remains
outstanding, other than in the case of the Class A-10 and Class A-11 Notes as
described herein. 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 their respective Stated Maturity Dates with
respect to the Notes, and Final Scheduled Payment Date with respect to the
Certificates. Paid-Ahead Receivables will also affect the weighted average
life of the Notes and Certificates. See "The Receivables Pool -- Paid-Ahead
Receivables" herein. In addition, the rate of payment of principal of each
class of Notes will be affected by Accelerated Principal Distribution
Amounts, if any, applied to the payment of the principal of the Notes.
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.

In addition, the Servicer has the option to purchase from the Trust all
remaining Receivables on any Monthly Payment Date on or after the Monthly
Payment Date on which the Pool Balance is less than 10% of the Initial Pool
Balance. See "Description of the Certificates -- Optional Prepayment."
Exercise of this option will result in the retirement of the then outstanding
Certificates.

The following information is given solely to illustrate the effect of
prepayments on the Receivables on the weighted average life of the Notes and
the Certificates under the stated assumptions and is not a prediction of the
prepayment rate that might actually be experienced by the Receivables.

Weighted average life refers to the average amount of time from the date
of issuance of a security until each dollar of principal of such security
will be repaid to the investor. The weighted average life of the Notes and
the Certificates will be influenced by the rate at which principal on the
Receivables is paid. Principal payments on the Receivables may be in the
form of scheduled amortization or prepayments (including, for this purpose,
liquidations due to default).

Prepayments on recreational vehicle and automobile receivables may be
measured by a prepayment standard or model. The prepayment model used with
respect to the Receivables is expressed in terms of percentages of ABS.
"ABS" refers to a prepayment model which assumes a constant percentage of the
original number of Receivables in a pool prepay each month. ABS DOES NOT
PURPORT TO BE A HISTORICAL DESCRIPTION OF PREPAYMENT EXPERIENCE OR A
PREDICTION OF THE ANTICIPATED RATE OF PREPAYMENT OF ANY POOL OF RECEIVABLES
INCLUDING THE RECEIVABLES.

The weighted average lives in the following tables were determined
assuming that (i) scheduled interest and principal payments on the
Receivables are received in a timely manner and prepayments are made at the
percentages of ABS set forth in the table; (ii) the Servicer exercises its
right of optional termination described above; (iii) the Receivables have the
characteristics described in the table "Assumed Characteristics of the
Receivables" below, (iv) no interest shortfalls will arise in connection with
prepayments in full of the Receivables; (v) distributions are made on the
Notes and the Certificates on the 15th day of each month commencing in
September 1997 (other than the Class A-9 Notes for which distributions will
be made only on Quarterly Payment Dates as described herein); and (vi) the
Securities are issued on August __, 1997. Such assumptions are made only for
the purposes of calculating the weighted average lives below and some or all
of such assumptions will not reflect the experience or characteristics of the
actual Receivables Pool. Among other things, the Receivables will experience
delinquencies and losses and no prediction is made as to the frequency or
level thereof.

ASSUMED CHARACTERISTIC OF THE RECEIVABLES

<TABLE>
<CAPTION>
Weighted
Initial Average to
Balance Outstanding Age Maturity
Balance Gross Coupon Net Coupon (months) (months)
<S> <C> <C> <C> <C> <C>
$ $ % %
% %
% %
% %

</TABLE>

Moreover, the information regarding the Receivables contained herein is
as of the Statistical Calculation Date and discrepancies exist between the
characteristics of the actual Receivables which will be purchased by the
Trust and the Receivables characteristics assumed in preparing the tables
herein.

PERCENTAGE OF THE INITIAL PRINCIPAL BALANCE OF THE CLASS A-1
NOTES AT THE RESPECTIVE PERCENTAGES OF
ABS SET FORTH BELOW:

Date % % % % %
<S> <C> <C> <C> <C> <C>
Initial Percentage . . . . . . . . . . % % % % %
____________, 1998 . . . . . . . . . .
____________, 1999 . . . . . . . . . .
. . . . . . . . . .

</TABLE>