CHASE MANHATTAN BANK USA
8-K, 1999-11-22
ASSET-BACKED SECURITIES
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    Form 8-K

                                 CURRENT REPORT


                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                        Date of Report: November 15, 1999


                    CHASE MANHATTAN CREDIT CARD MASTER TRUST
   ---------------------------------------------------------------------------
                          (Exact name of registrant as
                            specified in its charter)

                CHASE MANHATTAN BANK USA, N.A. (formerly known as
                        "The Chase Manhattan Bank (USA)")
  -----------------------------------------------------------------------------
                             (Sponsor of the Trust)


          Delaware                        33-40006              22-2382028
- ----------------------------     ------------------------  --------------------
(State or other jurisdiction     (Commission File Number)     (IRS Employer
     of incorporation)                                      Identification No.)


802 Delaware Avenue, Wilmington, Delaware                          19801
- -----------------------------------------                       ------------
 (Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code:  (302) 575-5050


<PAGE>


Item 5.  Other Events:


     Chase Manhattan Credit Card Master Trust is the issuer of 2 outstanding
series of asset backed certificates. The asset backed certificates are serviced
in accordance with the Pooling and Servicing Agreement, dated as of June 1,
1991, as amended. The parties to the Pooling and Servicing Agreement are: Chase
Manhattan Bank USA, N.A., as servicer, and Yasuda Bank and Trust Company
(U.S.A.), as trustee.

     On November 15, 1999, Chase, as servicer, distributed monthly interest to
the holders of the Series 1996-2 and 1996-3 certificates. Chase furnished copies
of monthly certificateholders' reports for each of those series as required by
the Pooling and Servicing Agreement. Copies of those monthly certificateholders'
reports are being filed as Exhibit 20.1 to this Current Report on Form 8-K.


Item 7(c).   Exhibits

             Exhibits          Description
             ----------        -----------

             20.1              Monthly Certificateholders' Statements with
                               respect to the November 15, 1999 distribution.


<PAGE>


                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.


Dated: November 22, 1999

                                     Chase Manhattan Credit Card Master Trust,

                                     By: Chase Manhattan Bank USA, N.A.,
                                         as Servicer


                                     By: /s/ Patricia Garvey
                                         -----------------------------
                                     Name:  Patricia Garvey
                                     Title: Vice President


<PAGE>


                                INDEX TO EXHIBITS
                                -----------------

Exhibit No.                      Description
- -----------                      -----------
20.1                             Monthly Certificateholders' Statements with
                                 respect to the November 15, 1999 distribution
                                 to Certificateholders for Series 1996-2 and
                                 Series 1996-3




<PAGE>


Chase Manhattan Credit Card Master Trust Series 1996-2
                       November 15, 1999

FORM OF MONTHLY CERTIFICATEHOLDERS STATEMENT
THE CHASE MANHATTAN BANK USA, N.A.
Chase Manhattan Credit Card Master Trust
Series 1996-2

 For Distribution Date                                     11/15/99

 For Monthly Period                                              42

     Under Section 5.02 of the Pooling and Servicing Agreement dated as of June
1, 1991 and the Series 1996-2 Supplement dated as of June 1, 1996 (together, the
Agreement) by and between The Chase Manhattan Bank USA, N.A. (Chase) and Yasuda
Bank and Trust Company(U.S.A.), as trustee (the Trustee), Chase, as Servicer, is
required to prepare certain information each month regarding current
distributions to Series 1996-2 Certificateholders and the performance of the
Chase Manhattan Credit Card Master Trust (the Trust) and the Series 1996-2 Class
A Certificates and Series 1996-2 Class B Certificates during the previous month.
The required information with respect to the 11/15/99 Distribution Date and with
respect to the performance of the Trust during the related month (the Oct, 1999
Monthly Period) is set forth below. Certain of the information is presented on
the basis of an original principal amount of $1,000 per Series 1996-2 Investor
Certificate (a Certificate). Certain other information is presented based on the
aggregate amounts for the Trust as a whole. Capitalized terms used in this
Certificate have their respective meanings set forth in the Agreement.

I. INFORMATION REGARDING THE CURRENT MONTHLY DISTRIBUTION TO THE CLASS A
AND CLASS B CERTIFICATEHOLDERS (STATED ON THE BASIS OF $1,000 ORIGINAL
CERTIFICATE PRINCIPAL AMOUNT)

A) The total amount of the distribution to Series
1996-2 Certificateholders on 11/15/99 per $1,000 original
certificate principal amount

   (1) Class A Certificateholders                              $83.782367

   (2) Class B Certificateholders                              $5.457292

B) The amount of the distribution set forth in item
I(A) above in respect of principal of the 1996-2
Certificates, per $1,000 original certificate principal
amount

   (1) Class A Certificateholders                             $83.333333

   (2) Class B Certificateholders                             $0.000000

C) The amount of the distribution set forth in item
I(A) above in respect of interest on the 1996-2
Certificates, per $1,000 original certificate principal
amount

   (1) Class A Certificateholders                             $0.449034

   (2) Class B Certificateholders                             $5.457292

<PAGE>

II.INFORMATION REGARDING THE PERFORMANCE OF THE TRUST

 A) Collections

(1) The aggregate amount of Collections processed with
respect to the preceding Monthly Period and allocated
to the Series 1996-2 Certificates                             $36,434,815.21

(2) The Payment Rate with respect to the preceding
Monthly Period was equal to                                   12.93%

The monthly payment rate for the 2nd preceding Monthly
Period, (the 41st Monthly Period),                            13.04%

The monthly payment rate for the 3rd preceding Monthly
Period, (the 40th Monthly Period),                            13.47%

(3)(a) The aggregate amount of Collections of Principal
Receivables processed with respect to the preceding Monthly
Period which were allocated in respect of the Series 1996-2
Certificates                                                  $35,707,576.86

(b) The aggregate amount of Investor Defaults treated
as Available Principal Collections pursuant to sections
4.08 a.(iii), 4.10(b),(e),(l)                                 $207,274.57

(4) The aggregate amount of Collections of Finance
Charge Receivables processed with respect to the preceding
Monthly Period which were allocated in respect of the
Series 1996-2 Certificates                                    $727,238.35

B) Deficit Controlled Amortization Amount                     $0.00

C) Principal Receivables in the Trust and
Allocation Percentages

(1) The aggregate amount of Principal Receivables in
the Trust as of the end of the preceding Monthly Period
(which reflects the Principal Receivables represented by the
Seller Interest, by the Investor Interest of Series 1996-2,
and by the Investor Interest of all other outstanding
Series)                                                       $2,953,839,522.15

(2) The Investor Interest as of the last
day of the preceding Monthly Period

(a) Investor Interest                                         $25,219,099.00

(b) Class A Investor Interest                                 $0.00

(c) Class B Investor Interest                                 $16,318,000.00

(d) Collateral Interest                                       $8,901,099.00


<PAGE>


(3) The Investor Interest set forth in item
II (C)(2)(a) above as a percentage of the
aggregate amount of Principal Receivables
set forth in item II(C)(1) above                              0.8538%

(4) The Class A Investor Interest set forth in item
II(C)(2)(b) above as a percentage of the aggregate amount
of Principal Receivables set forth in item II (C)(1) above    0.0000%

(5) The Class B Investor Interest set forth in item
II(C)(2)(c) above as a percentage of the aggregate amount of
Principal Receivables set forth in item II (C)(1) above       0.5524%

(6) The Collateral Interest set forth in item
II(C)(2)(d) above as a percentage of the aggregate amount
of Principal Receivables set forth in item II(C)(1) above    0.3013%

(7) The Class A Floating Percentage                           45.6006%

(8) The Class B Floating Percentage                           35.1991%

(9) The Class B Principal Percentage                          5.4998%

(10) The Collateral Floating Percentage                       19.2003%

(11) The Collateral Principal Percentage                      9.0003%

(12) The Floating Allocation Percentage                       1.5379%

(13) The Principal Allocation Percentage                      9.8428%

D) Portfolio Yield and Base Rate

(1) The annualized Portfolio Yield for the
preceding Monthly Period                                      18.82%

The annualized portfolio yield for the 2nd preceding
Monthly Period, (the 41st Monthly Period)                     17.87%

The annualized portfolio yield for the 3rd preceding
Monthly Period, (the 40th Monthly Period)                     19.31%

The three month average Portfolio Yield                       18.67%

(2) Base Rate for the preceding Monthly Period                8.35%

The Base Rate for the 2nd preceding
Monthly Period, (the 41st Monthly Period)                     7.78%

The Base Rate for the 3rd preceding
Monthly Period, (the 40th Monthly Period)                     7.71%


<PAGE>

E) Delinquent Balances

The aggregate amount of outstanding balances in the
Accounts which were delinquent as of the end of the last day
of the preceding Monthly Period:

(1) Up to 29 Days

Aggregate Account Balance                                     $147,570,012.80

As a Percentage of Receivables                                4.79%

(2) 30 - 59 Days

Aggregate Account Balance                                     $43,842,774.53

As a Percentage of Receivables                                1.42%

(3) 60 - 89 Days

Aggregate Account Balance                                     $30,304,619.58

As a Percentage of Receivables                                0.98%

(4) 90 or More Days

Aggregate Account Balance                                     $57,491,751.75

As a Percentage of Receivables                                1.87%

Total

Aggregate Account Balance                                     $279,209,158.66

As a Percentage of Receivables                                9.07%

F) Investor Default Amount

(1) The aggregate amount of all defaulted Principal
Receivables written off as uncollectible with respect to
Billing Cycles ending during the preceding Monthly Period
allocable to the Investor Interest less Recoveries allocable
to the Investor Interest (the Series 1996-2 Aggregate
Investor Default Amount)                                      $207,274.57

(2) The portion of the Series 1996-2 Aggregate Investor
Default Amount allocable to the Class A Investor
Interest (the Class A Investor Default Amount)                $94,518.53

(3) The portion of the Series 1996-2 Aggregate Investor
Default Amount allocable to the Class B Investor
Interest (the Class B Investor Default Amount)                $72,958.71

(4) The portion of the Series 1996-2 Aggregate Investor
Default Amount allocable to the Collateral Investor
Interest (the Collateral Investor Default Amount)             $39,797.32


<PAGE>


(5) The annualized investor default percentage ((Series
1996-2 Aggregate Investor Default Amount/Investor Interest)
x 12) for the preceding Monthly Period                        5.37%

The annualized investor default % for the 2nd
preceding Monthly Period, (the 41st Monthly Period)           5.48%

The annualized investor default % for the 3rd
preceding Monthly Period, (the 40th Monthly Period)           5.91%

G) Investor Charge-Offs

(1) The aggregate amount of Class A Investor
Charge-Offs for the preceding Monthly Period                  $0.00

(2) The aggregate amount of Class A Investor
Charge-Offs per $1,000 original Certificate
Principal Amount                                              $0.00

(3) The aggregate amount of Class A Investor
Charge-Offs reimbursed on the Transfer Date immediately
preceding the preceding Distribution Date                     $0.00

(4) The amount of the reimbursed Investor Charge-Offs
set forth in item II(G)(3) above, per $1,000 original Class
A Certificate principal amount                                $0.00

(5) The aggregate amount of Class B Investor
Charge-Offs for the preceding Monthly Period                  $0.00

(6) The aggregate amount of Class B Investor
Charge-Offs per $1,000 original Certificate
Principal Amount                                              $0.00

(7) The aggregate amount of Class B Investor
Charge-Offs reimbursed on the Transfer Date immediately
preceding the preceding Distribution Date                     $0.00

(8) The amount of the reimbursed Investor Charge-Offs
set forth in item II(G)(7) above, per $1,000 original
Class B Certificate Principal Amount                          $0.00

(9) The aggregate amount of Investor Charge-Offs              $0.00

(10) The aggregate amount of Investor Charge-Offs per
$1,000 Original Certificate Principal Amount                  $0.00

(11) The aggregate amount of Investor Charge-Offs
reimbursed on the Transfer Date immediately preceding the
Distribution Date                                             $0.00

(12) The amount of the reimbursed Investor Charge-Offs
set forth in item II(G)(11) above, per $1,000 original
Investor principal amount                                     $0.00


<PAGE>


H) Shared Excess Finance Charge Collections

The aggregate amount of shared Excess Finance Charge
Collections during the preceding Monthly Period which were
allocated to the Series 1996-2 Certificates                   $0.00

I) Shared Principal Collections

The aggregate amount of Shared Principal Collections
during the preceding Monthly Period allocated to the Series
1996-2 Certificates                                           $0.00

J) Reallocated Principal Collections

(1) Collections of Principal Receivables allocable to
Class B Certificates paid to Class A Certificates to make up
deficiencies in Class A Required Amounts for any Monthly
Period                                                        $0.00

(2) Collections of Principal Receivables allocable to
the Collateral Interest paid to Class B Certificates
to make up deficiencies in Class B Required Amounts           $0.00

K) Monthly Investor Servicing Fee

(1) The amount of the Monthly Investor Servicing Fee
payable by the Trust to the Servicer for the preceding
Monthly Period                                                $83,060.20

(2) The amount of the Class A Monthly Servicing Fee
payable by the Trust for the preceding Monthly Period         $37,875.98

(3) The amount of the Class B Monthly Servicing Fee
payable by the Trust to the Servicer for the preceding
Monthly Period                                                $29,236.42

(4) The amount of the Collateral Monthly Servicing Fee
payable by the Trust to the Servicer for the preceding
Monthly Period                                                $15,947.80

L) Collateral Interest

The Available Collateral Interest, as of the Transfer
Date for the preceding Monthly Period                         $8,901,099.00

M) Required Collateral Interest

The Required Collateral Interest as of the Transfer
Date for the preceding Monthly Period                         $8,901,099.00


<PAGE>


III. THE POOL FACTOR

A) The Pool Factor for the Record Date for the
distribution to be made on the Distribution Date (which
represents the ratio of the amount of the Investor Interest
as of such Record Date (determined after taking into account
any reduction in the Investor Interest which will occur on
the Distribution Date) to the Initial Investor Interest):     0.08499770

The amount of a Certificateholder(s) pro rata share of
the Investor Interest can be determined by multiplying the
original denomination of the Certificateholder(s)
Certificate by the Pool Factor.


<PAGE>


Chase Manhattan Credit Card Master Trust Series 1996-3
                       November 15, 1999

FORM OF MONTHLY CERTIFICATEHOLDERS STATEMENT
 THE CHASE MANHATTAN BANK USA, N.A.
 Chase Manhattan Credit Card Master Trust
 Series 1996-3

 For Distribution Date                                     11/15/99

 For Monthly Period                                              41

     Under Section 5.02 of the Pooling and Servicing Agreement dated as of
June 1, 1991 and the Series 1996-3 Supplement dated as of June 1, 1996
(together, the Agreement) by and between The Chase Manhattan Bank USA, N.A.
(Chase) and Yasuda Bank and Trust Company(U.S.A.), as trustee (the Trustee),
Chase, as Servicer, is required to prepare certain information each month
regarding current distributions to Series 1996-3 Certificateholders and the
performance of the Chase Manhattan Credit Card Master Trust (the Trust) and the
Series 1996-3 Class A Certificates and Series 1996-3 Class B Certificates during
the previous month. The required information with respect to the 11/15/99
Distribution Date and with respect to the performance of the Trust during the
related month (the Oct, 1999 Monthly Period) is set forth below. Certain of the
information is presented on the basis of an original principal amount of $1,000
per Series 1996-3 Investor Certificate (a Certificate). Certain other
information is presented based on the aggregate amounts for the Trust as a
whole. Capitalized terms used in this Certificate have their respective meanings
set forth in the Agreement.

I. INFORMATION REGARDING THE CURRENT MONTHLY DISTRIBUTION TO THE CLASS A
AND CLASS B CERTIFICATEHOLDERS (STATED ON THE BASIS OF $1,000 ORIGINAL
CERTIFICATE PRINCIPAL AMOUNT)

A) The total amount of the distribution to Series
1996-3 Certificateholders on 11/15/99 per $1,000 original
certificate principal amount

   (1) Class A Certificateholders                             $5.866667

   (2) Class B Certificateholders                             $6.008333

B) The amount of the distribution set forth in item
I(A) above in respect of principal of the 1996-3
Certificates, per $1,000 original certificate principal
amount

   (1) Class A Certificateholders                             $0.000000

   (2) Class B Certificateholders                             $0.000000

C) The amount of the distribution set forth in item
I(A) above in respect of interest on the 1996-3
Certificates, per $1,000 original certificate principal
amount

   (1) Class A Certificateholders                             $5.866667
   (2) Class B Certificateholders                             $6.008333

<PAGE>

II.INFORMATION REGARDING THE PERFORMANCE
   OF THE TRUST

A) Collections

(1) The aggregate amount of Collections processed with
respect to the preceding Monthly Period and allocated
to the Series 1996-3 Certificates                             $145,491,909.23

(2) The Payment Rate with respect to the preceding
Monthly Period was equal to                                   12.93%

The monthly payment rate for the 2nd preceding Monthly
Period, (the 40th Monthly Period)                             13.04%

The monthly payment rate for the 3rd preceding Monthly
Period, (the 39th Monthly Period)                             13.47%

(3)(a) The aggregate amount of Collections of Principal
Receivables processed with respect to the preceding Monthly
Period which were allocated in respect of the Series 1996-3
Certificates                                                  $128,714,309.50

(b) The aggregate amount of Investor Defaults treated
as Available Principal Collections pursuant to sections
4.08 a.(iii), 4.10(b),(e),(l)                                 $4,781,884.36

(4) The aggregate amount of Collections of Finance
Charge Receivables processed with respect to the preceding
Monthly Period which were allocated in respect of the
Series 1996-3 Certificates                                    $16,777,599.73

B) Deficit Controlled Amortization Amount                     $0.00

C) Principal Receivables in the Trust and
Allocation Percentages

(1) The aggregate amount of Principal Receivables in
the Trust as of the end of the preceding Monthly Period
(which reflects the Principal Receivables represented by the
Seller Interest, by the Investor Interest of Series 1996-3,
and by the Investor Interest of all other outstanding
Series)                                                       $2,953,839,522.15

(2) The Investor Interest as of the last day of the
preceding Monthly Period

(a) Investor Interest                                         $1,069,519,786.10

(b) Class A Investor Interest                                 $957,220,000.00

(c) Class B Investor Interest                                 $42,780,000.00

(d) Collateral Interest                                       $69,519,786.10


<PAGE>


(3) The Investor Interest set forth in item
II (C)(2)(a) above as a percentage of the
aggregate amount of Principal Receivables
set forth in item II(C)(1) above                              36.2078%

(4) The Class A Investor Interest set forth in item
II(C)(2)(b) above as a percentage of the aggregate amount
of Principal Receivables set forth in item II(C)(1) above     32.4060%

(5) The Class B Investor Interest set forth in item
II(C)(2)(c) above as a percentage of the aggregate amount
of Principal Receivables set forth in item II(C)(1) above     1.4483%

(6) The Collateral Interest set forth in item
II(C)(2)(d) above as a percentage of the aggregate amount
of Principal Receivables set forth in item II(C)(1) above     2.3535%

(7) The Class A Floating Percentage                           89.5000%

(8) The Class B Floating Percentage                           3.9999%

(9) The Class B Principal Percentage                          3.9999%

(10) The Collateral Floating Percentage                       6.5001%

(11) The Collateral Principal Percentage                      6.5001%

(12) The Floating Allocation Percentage                       35.4802%

(13) The Principal Allocation Percentage                      35.4802%

D) Portfolio Yield and Base Rate

(1) The annualized Portfolio Yield for the
preceding Monthly Period                                      18.82%

The annualized portfolio yield for the 2nd preceding
Monthly Period,(the 40th Monthly Period)                      17.87%

The annualized portfolio yield for the 3rd preceding
Monthly Period, (the 39th Monthly Period)                     19.31%

The three month average Portfolio Yield                       18.67%

(2) Base Rate for the preceding Monthly Period                9.12%

The Base Rate for the 2nd preceding
Monthly Period, (the 40th Monthly Period)                     9.12%

The Base Rate for the 3rd preceding
Monthly Period, (the 39th Monthly Period)                     9.11%


<PAGE>


E) Delinquent Balances

The aggregate amount of outstanding balances in the
Accounts which were delinquent as of the end of the last day
of the preceding Monthly Period:

(1) Up to 29 Days

Aggregate Account Balance                                     $147,570,012.80

As a Percentage of Receivables                                4.79%

(2) 30 - 59 Days

Aggregate Account Balance                                     $43,842,774.53

As a Percentage of Receivables                                1.42%

(3) 60 - 89 Days

Aggregate Account Balance                                     $30,304,619.58

As a Percentage of Receivables                                0.98%

(4) 90 or More Days

Aggregate Account Balance                                     $57,491,751.75

As a Percentage of Receivables                                1.87%

Total

Aggregate Account Balance                                     $279,209,158.66

As a Percentage of Receivables                                9.07%

F) Investor Default Amount

(1) The aggregate amount of all defaulted Principal
Receivables written off as uncollectible with respect to
Billing Cycles ending during the preceding Monthly Period
allocable to the Investor Interest less Recoveries allocable
to the Investor Interest (the Series 1996-3 Aggregate
Investor Default Amount)                                      $4,781,884.36

(2) The portion of the Series 1996-3 Aggregate Investor
Default Amount allocable to the Class A Investor
Interest (the Class A Investor Default Amount)                $4,279,785.57

(3) The portion of the Series 1996-3 Aggregate Investor
Default Amount allocable to the Class B Investor
Interest (the Class B Investor Default Amount)                $191,271.84

(4) The portion of the Series 1996-3 Aggregate Investor
Default Amount allocable to the Collateral Investor
Interest (the Collateral Investor Default Amount)             $310,826.95


<PAGE>


(5) The annualized investor default percentage ((Series
1996-3 Aggregate Investor Default Amount/Investor Interest)
x 12) for the preceding Monthly Period                        5.37%

The annualized investor default % for the 2nd
preceding Monthly Period, (the 40th Monthly Period)           5.48%

The annualized investor default % for the 3rd
preceding Monthly Period, (the 39th Monthly Period)           5.91%

G) Investor Charge-Offs

(1) The aggregate amount of Class A Investor
Charge-Offs for the preceding Monthly Period                  $0.00

(2) The aggregate amount of Class A Investor
Charge-Offs per $1,000 original Certificate
Principal Amount                                              $0.00

(3) The aggregate amount of Class A Investor
Charge-Offs reimbursed on the Transfer Date immediately
preceding the preceding Distribution Date                     $0.00

(4) The amount of the reimbursed Investor Charge-Offs
set forth in item II(G)(3) above, per $1,000 original
Class A Certificate principal amount                          $0.00

(5) The aggregate amount of Class B Investor
Charge-Offs for the preceding Monthly Period                  $0.00

(6) The aggregate amount of Class B Investor Charge-Offs
per $1,000 original Certificate Principal Amount              $0.00

(7) The aggregate amount of Class B Investor
Charge-Offs reimbursed on the Transfer Date immediately
preceding the preceding Distribution Date                     $0.00

(8) The amount of the reimbursed Investor Charge-Offs
set forth in item II(G)(7) above, per $1,000 original
Class B Certificate principal amount                          $0.00

(9) The aggregate amount of Investor Charge-Offs              $0.00

(10) The aggregate amount of Investor Charge-Offs per
$1,000 Original Certificate Principal Amount                  $0.00

(11) The aggregate amount of Investor Charge-Offs             $0.00


<PAGE>


(12) The amount of the reimbursed Investor Charge-Offs
set forth in paragraph G(9) above, per $1,000 original
Investor principal amount                                     $0.00

H) Shared Excess Finance Charge Collections

The aggregate amount of shared Excess Finance Charge
Collections during the preceding Monthly Period which were
allocated to the Series 1996-3 Certificates                   $0.00

I) Shared Principal Collections

The aggregate amount of Shared Principal Collections
during the preceding Monthly Period allocated to the
Series 1996-3 Certificates                                    $0.00

J) Reallocated Principal Collections

(1) Collections of Principal Receivables allocable to
Class B Certificates paid to Class A Certificates to make up
deficiencies in Class A Required Amounts for any Monthly
Period                                                        $0.00

(2) Collections of Principal Receivables allocable to
the Collateral Interest paid to Class B Certificates
to make up deficiencies in Class B Required Amounts           $0.00

K) Monthly Investor Servicing Fee

(1) The amount of the Monthly Investor Servicing Fee
payable by the Trust to the Servicer for the preceding
Monthly Period                                                $1,916,222.95

(2) The amount of the Class A Monthly Servicing Fee
payable by the Trust for the preceding Monthly Period         $1,715,019.17

(3) The amount of the Class B Monthly Servicing Fee
payable by the Trust to the Servicer for the preceding
Monthly Period                                                $76,647.50

(4) The amount of the Collateral Monthly Servicing Fee
payable by the Trust to the Servicer for the preceding
Monthly Period                                                $124,556.28

L) Collateral Interest

The Available Collateral Interest, as of the Transfer
Date for the preceding Monthly Period                         $69,519,786.10

M) Required Collateral Interest

The Required Collateral Interest as of the Transfer
Date for the preceding Monthly Period                         $69,519,786.10


<PAGE>


III. THE POOL FACTOR

A) The Pool Factor for the Record Date for the
distribution to be made on the Distribution Date (which
represents the ratio of the amount of the Investor Interest
as of such Record Date (determined after taking into account
any reduction in the Investor Interest which will occur on
the Distribution Date) to the Initial Investor Interest):     1.00000000

The amount of a Certificateholder(s) pro rata share of
the Investor Interest can be determined by multiplying the
original denomination of the Certificateholder(s)
Certificate by the Pool Factor.




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