Chase Bank USA, National Association, et al. – ‘S-3/A’ on 6/16/99

On:  Wednesday, 6/16/99   ·   Accession #:  950172-99-769   ·   File #s:  333-74303, -01

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Pre-Effective Amendment to Registration Statement    262±   980K 
                          for Securities Offered Pursuant to a                   
                          Transaction                                            

Document Table of Contents

As filed with the Securities and Exchange Commission on June 16, 1999           
                                          Registration No. 333-74303
----------------------------------------------------------------------------    

SECURITIES AND EXCHANGE COMMISSION    
Washington, D.C. 20549    
------------------    

AMENDMENT NO. 1     
TO    
FORM S-3    
REGISTRATION STATEMENT    
UNDER     
THE SECURITIES ACT OF 1933    

Chase Manhattan Bank USA, National Association    
(Originator of the Trusts described herein)     
(Exact name of registrant as specified in its charter)    

CHASE CREDIT CARD MASTER TRUST    
(Issuer with respect to the Offered Securities)     

Delaware                              22-2382028  
(State or other jurisdiction of               (I.R.S. employer          
incorporation or organization)             identification number)     

802 Delaware Avenue     
Wilmington, Delaware 19801    
(302) 575-5000    
(Address, including zip code, and telephone number, including area code,    
of registrant's principal executive offices)    
Andrew T. Semmelman     
Vice President    
Chase Manhattan Bank USA,     
National Association    
c/o 802 Delaware Avenue     
Wilmington, Delaware 19801    
(302) 575-5000    
(Name, address, including zip code, and telephone number, including     
area code, of agent for service)    
Copies to:    

David M. Eisenberg, Esq.    Martin R. Joyce, Esq.    Andrew M. Faulkner, Esq. 
Simpson Thacher & Bartlett  The Chase Manhattan Bank   Skadden, Arps, Slate,    
425 Lexington Avenue         270 Park Avenue          Meagher & Flom LLP  
New York, New York 10017   New York, New York 10017      919 Third Avenue     
 (212) 455-2000             (212) 270-5918          New York, NY 10022
                                                    (212) 735-2853
------------------    

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon  
as practicable on or after the effective date of the Registration               
Statement.                                                                      
If the only securities being registered on this Form are to be 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     
----------------------------------------------------------------------------    
Title of Each   Amount to be   Proposed        Proposed     Amount of     
Class of       Registered     Maximum        Maximum         (5)      
Securities to be     (1)(2)      Offering       Aggregate    Registration     
Registered                 Price per Unit     Offering        Fee       
              or Share      Price (3)(4)
(2)(3)    
----------------------------------------------------------------------------    
Asset Backed         1,000,000        100%      $1,000,000        $278          
Certificates                                                                    
and Asset Backed                                                                
Notes                                                                           
----------------------------------------------------------------------------    

(1) If any registered securities are issued at an original issue discount,      
then such greater principal amount as shall result in an aggregate initial      
offering price of $1,000,000. In no event will the aggregate initial            
offering price of securities registered hereunder exceed $1,000,000 or the      
equivalent thereof in one or more foreign currencies or composite               
currencies, including the euro.                                                 

(2) Not specified as to each class of securities to be registered pursuant      
to General Instruction II.D of Form S-3 under the Securities Act.               

(3) The proposed maximum offering price per unit or share will be               
determined from time to time by the registrant in connection with, and at       
the time of, the issuance by the registrant of the securities registered        
hereunder.                                                                      

(4) Estimate solely for the purposes of computing the registration fee          
pursuant to Rule 457(o) of the Rules and Regulations of the Securities and      
Exchange Commission under the Securities Act.                                   

(5)  Previously paid.                                                           

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

The attached prospectus and either of the attached prospectus supplements       
may be used by Chase Securities Inc., a wholly owned subsidiary of The          
Chase Manhattan Corporation and an affiliate of the Transferor, in              
connection with offers and sales related to market-making transactions in       
the securities. Chase Securities Inc. may act as principal or agent in such     
transactions. Such sales will be made at prices related to prevailing           
market prices at the time of sale.                                              

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

The Registrants hereby amend, this Registration Statement on such date or       
dates as may be necessary to delay its effective date until Registrant          
shall file a further amendment which specifically states that this              
Registration Statement shall thereafter become effective in accordance with     
Section 8(a) of the Securities Act of 1933 or until the Registration            
Statement shall become effective on such date as the Commission, acting         
pursuant to said Section 8(a), may determine.                                   

EXPLANATORY NOTE  

This Form S-3 Registration Statement (file no. 333-74303) includes, on          
behalf of Chase Manhattan Bank USA, National Association (the "Bank"), as       
originator of the trusts described herein, a base prospectus and two model      
prospectus supplements. One model prospectus supplement describes an            
offering by Chase Credit Card Master Trust of asset backed certificates.        
The other model prospectus supplement describes an offering by Chase Credit     
Card Owner Trust 1999-__ of asset backed notes. The prospectus and each         
prospectus supplement have been prepared to comply with the "Plain English"     
Rules (Release No. 33-7497), including Rule 421(b) and Rule 421(d) under        
the Securities Act of 1933, as amended, and related revisions to Regulation     
S-K and Form S-3 adopted by the Securities and Exchange Commission.             

[FLAG]                                                                          
The information in this prospectus is not complete and may be changed. We       
cannot sell these securities until the registration statement filed with        
the Securities and Exchange Commission is effective. This prospectus is not     
an offer to sell these securities and is not soliciting an offer to buy         
these securities in any state where the offer or sale is not permitted.         

[TEXT BOX]                                                                      
-----------------------------------------------------------------------------   
A security is not a deposit and neither the securities nor the underlying       
accounts or receivables or series certificates or notes are insured or          
guaranteed by the FDIC or any other governmental agency.                        

A certificate will represent an interest in the master trust only. A note       
will be an obligation of an owner trust only. Neither the certificates nor      
the notes will represent interests in or recourse obligations of Chase USA,     
the servicer or any of their affiliates.                                        

This prospectus may be used to offer and sell any series of securities only     
if accompanied by the prospectus supplement for that series.                    
-----------------------------------------------------------------------------   

SUBJECT TO COMPLETION, DATED JUNE 16, 1999                                      

Prospectus                                                                      

CHASE CREDIT CARD MASTER TRUST                                                  
CHASE CREDIT CARD OWNER TRUSTS                                                  
Issuers                                                                         

Chase Manhattan Bank USA, National Association                                  
Transferor and Administrator of Owner Trusts                                    

The Chase Manhattan Bank                                                        
Servicer of Master Trust                                                        

ASSET BACKED SECURITIES                                                         

The master trust-                                                               

o       may periodically issue asset backed certificates in one or more         
  series, including series of asset backed certificates that will be
sold to owner trusts and pledged to secure notes; and           

o       will own receivables in a portfolio of consumer revolving credit        
 card accounts and other property described in this prospectus and
in the prospectus supplement.                                   

The securities-                                                                 

o       with respect to the certificates, will represent interests in the       
master trust and will be paid only from the assets of the master
trust;                                                          

o       with respect to the notes, will be obligations of an owner trust        
and will be secured by the assets of that owner trust, including
one or more certificates;                                       

o       offered by this prospectus will be rated in one of the four highest     
   rating categories by at least one nationally recognized statistical
rating organization;                                            

o        may have one or more forms of credit enhancement; and                  

o       will be issued as part of a series which may include one or more        
classes of securities.                                          

The certificateholders will receive interest and principal payments from a      
varying percentage of credit card account collections.                          

The noteholders will receive interest and principal as described in the         
prospectus supplement. Each series of notes will be secured by a series         
certificate issued by the master trust and purchased by the owner trust         
that will issue the notes and any other assets described in that prospectus     
supplement.                                                                     

Neither the Securities and Exchange Commission nor any state securities         
commission has approved or disapproved of these securities or determined        
whether this prospectus is truthful or complete. Any representation to the      
contrary is a criminal offense.                                                 

_______, 1999     

Table of Contents     

Overview of the Information in this Prospectus                                  
and the Prospectus Supplement.....................................4       

The Master Trust.....................................................5          

The Owner Trusts.....................................................5          

Chase USA's Credit Card Activities...................................6          
Acquisition and Maintenance of Credit                                           
Card Accounts..................................................7    
Billing and Payments.................................................9          
Collection of Delinquent Accounts...................................11          
Description of FDR..................................................12          
Interchange.........................................................12          
Recoveries .........................................................13          
Year 2000 Compliance ...............................................13          

The Receivables.....................................................15          

Use of Proceeds.....................................................16          

Maturity Considerations.............................................17          
Series of Certificates..............................................17          
Series of Notes.....................................................18          

Chase USA...........................................................18          

Description of the Securities.......................................19          
Form of Your Securities.............................................20          
DTC   ..............................................................20          
Cedelbank...........................................................21          
Euroclear...........................................................22          
Book-Entry Registration.............................................22          
Definitive Securities...............................................25          
Initial Settlement..................................................26          
Secondary Market Trading............................................26          
Description of the Certificates.....................................30          
Transferor Certificate..............................................31          
Issuing New Series of Certificates..................................32          
Interest Allocations................................................33          
Principal Allocations...............................................34          
Transfer and Assignment of Receivables..............................37          
Chase USA's Representations and                                                 
Warranties....................................................37    
Addition of Master Trust Assets.....................................38          
Removal of Master Trust Assets......................................40          
Discount Option.....................................................41          
Master Trust Bank Accounts..........................................41          
Companion Series....................................................42          
Funding Period......................................................43          
Investor Percentage and Transferor                                              
Percentage....................................................44    
Application of Collections..........................................45          
Shared Excess Finance Charge                                                    
Collections...................................................46    
Shared Principal Collections........................................47          
Default Allocations.................................................47          
Rebates and Fraudulent Charges......................................47          
Investor Charge-Offs................................................47          
Defeasance..........................................................48          
Optional Repurchase.................................................48          
Final Payment of Principal; Series                                              
Termination...................................................48    
Pay Out Events......................................................49          
Servicing Compensation..............................................49          
The Servicer........................................................50          
Servicer Default....................................................50          
Payment of Expenses.................................................51          
Reports to Certificateholders.......................................51          
Evidence as to Compliance...........................................52          
Amendments..........................................................53          
List of Certificateholders..........................................54          
The Master Trust Trustee............................................55          
Master Trust Termination............................................55          
Description of the Notes............................................56          
Principal and Interest on the Notes.................................56          
The Indentures......................................................57          
Certain Covenants...................................................60          
The Indenture Trustee...............................................61          
Transfer and Assignment of the Series                                           
Certificate...................................................62    
Reports to Noteholders..............................................62          
Certain Matters Regarding the                                                   
Administrator.................................................63    
Amendment...........................................................63          
Termination.........................................................64          

Credit Enhancement..................................................64          
Specific Forms of Credit Enhancement................................65          

Security Ratings....................................................68          

Certain Legal Aspects of the Receivables............................69          
Transfer of Receivables.............................................69          
Certain Matters Relating to Receivership............................70          
Consumer Protection Laws............................................71          
Industry Litigation.................................................72          

Tax Matters.........................................................73          
Tax Characterization of the Master                                              
Trust ........................................................74    
Tax Considerations Relating to Certificate                                      
Owners........................................................74    
Tax Considerations Relating to Note                                             
Owners .......................................................78    
Non-U.S. Certificate Owners and Non-                                            
U.S. Note Owners..............................................80    
Information Reporting and Backup                                                
Withholding...................................................83    
State and Local Taxation............................................84          

Employee Benefit Plan Considerations................................84          
Certain ERISA Considerations With                                               
Respect to Notes..............................................85    
Prohibited Transaction Considerations...............................85          
Certain ERISA Considerations With                                               
Respect to Certificates.......................................86    
Prohibited Transaction Considerations ..............................86          

Plan of Distribution................................................88          

Legal Matters.......................................................90          

Reports to Securityholders..........................................90          

Where You Can Find More Information.................................90          

Glossary of Terms For Prospectus....................................92          

Overview of the Information in this Prospectus    
and the Prospectus Supplement     

  We provide information to you about the securities in two separate
documents that progressively provide more detail: (a) this prospectus,          
which provides general information, some of which may not apply to a            
particular series of securities, including your series, and (b) the             
prospectus supplement, which will describe the specific terms of your           
series of securities, including:                                                

o       the type of securities offered;                         
 o       the timing and amount of interest and principal payments;
o       information about the receivables;                      
o       information about credit enhancement for each class;    
o       credit ratings; and                                     
o       the method for selling the securities.                  

We have included a description of some of the basic terms and   
characteristics of the securities that may be offered by this prospectus.       
We have also included a description of any certificate offered by this          
prospectus or sold to an owner trust to be pledged to secure notes. In          
addition, we have included a description summarizing the terms and              
provisions that would apply to all notes offered by this prospectus.            

If you are purchasing notes, you should review carefully the    
descriptions of the certificates in this prospectus and the prospectus          
supplement. The most significant asset of each owner trust will be a            
certificate issued by the master trust and pledged to secure the notes of       
the owner trust. The terms and provisions of that certificate will be           
reflected in the terms and provisions of the notes secured by that              
certificate.                                                                    

   You should rely only on the information provided in this prospectus
and the prospectus supplement, including the information incorporated by        
reference. We have not authorized anyone to provide you with different          
information.                                                                    

We include cross-references in this prospectus and in the       
prospectus supplement to captions in these materials where you can find         
further related discussions. The preceding table of contents and the table      
of contents included in the prospectus supplement provide the pages on          
which these captions are located.                                               

You can find a glossary of the defined terms that appear in this
document in bold faced type under the caption "Glossary of Terms for            
Prospectus" beginning on page 91 in this prospectus.                            

The Master Trust    

The Chase Credit Card Master Trust was formed in October 1995 to
issue certificates representing interests in a pool of credit card              
receivables held by the master trust. Certificates issued by the master         
trust will be issued in amounts, at prices and on terms to be determined at     
the time of sale as set forth in a supplement to this prospectus.               

  The master trust currently a Pooling and Servicing Agreement among
the following parties:                                                          

      o       Chase Manhattan Bank USA, National Association, as Transferor;
o       The Chase Manhattan Bank, as Servicer; and              
o       The Bank of New York, as Trustee.                       

The Chase Manhattan Bank has delegated substantially all of its 
servicing duties to Chase USA.                                                  

The master trust will not engage in any business activity other 
than:                                                                           

o       acquiring and holding receivables;                      

    o       issuing series of certificates and a Transferor Certificate;

o       making payments on these certificates;                  

o       obtaining any credit enhancement or entering into any   
     enhancement contract necessary to issue certificates;

o       entering into swap agreements to convert specified cash 
flows from one form to another; and             

o       engaging in related activities.                         

Because of the restricted nature of its activities, we do not expect that       
the obligations of the Master Trust will ever exceed the value of the           
assets listed above.                                                            

The Owner Trusts    

 Each series of notes will be issued by an owner trust. Each owner
trust will be formed as a statutory business trust or a common law trust        
under the laws of the State of Delaware. Chase USA will deposit in an owner     
trust a Series Certificate rated in one of the four highest rating              
categories by at least one Rating Agency. Each owner trust will be the          
certificateholder of a single Series Certificate. The descriptions of the       
certificates in this prospectus and in the related supplement are important     
to purchasers of notes because the Series Certificate will be the most          
significant asset of each owner trust. The terms and provisions of the          
Series Certificate, including the payment terms, will be reflected in the       
terms and provisions of the notes. Each series of notes will be issued          
under an Indenture between the Owner Trustee and the Indenture Trustee. The     
notes will be secured by the Series Certificate and the other collateral        
pledged by the owner trust to secure the notes pursuant to the Indenture,       
which may include a reserve account for the benefit of one or more classes      
of notes.                                                                       

The activities of each owner trust will be limited to           

o       acquiring and holding a Series Certificate and          
any other assets,                               
o       issuing a single series of notes,                       
o       making payments on the notes, and                       
o       engaging in other activities that are appropriate       
to accomplish those goals.                      

Chase USA's Credit Card Activities    

Chase USA's portfolio of credit card receivables is originated  
through MasterCard and VISA accounts principally established by:                

o      Chase USA;                                               

o      Chemical Bank, before its merger with the                
Chase Manhattan Corporation in June 1996; and     

   o      The Bank of New York, before the purchase of its credit card
operations by Chase USA in November 1997.         

Some of these accounts are designated as master trust accounts. The             
receivables which the Bank will convey to the master trust under the terms      
of the Pooling and Servicing Agreement have been and will be generated from     
transactions made by the holders of these master trust accounts.                

 Chase USA is also seller and servicer, with Yasuda Bank and Trust
Company (U.S.A.) as trustee, of Chase Manhattan Credit Card Master Trust.       
This master trust has issued several series of asset backed certificates        
which remain outstanding. As long as any of these series remain                 
outstanding, the accounts designated for inclusion in Chase Manhattan           
Credit Card Master Trust will not be available for addition to the master       
trust. However, Chase USA is allowed, with Rating Agency approval, to           
periodically remove accounts from Chase Manhattan Credit Card Master Trust      
and add some or all of them to the master trust. See "Description of the        
Securities --Description of the Certificates --Addition of Master Trust         
Assets" and "--Removal of Master Trust Assets" for information on the           
conditions to any addition or removal of accounts.                              

Chase USA has the right, and currently expects, to add accounts 
from time to time to the master trust. Accounts available for addition to       
the master trust might have been originated under policies and procedures       
which differ from the policies and procedures used to originate accounts        
currently in the master trust. If Chase USA adds any of these accounts, it      
does not expect that these differences will have a material effect on your      
interests.                                                                      

 Chase USA services credit card accounts at facilities located in:

o       Hicksville, New York;                                   
o       Tempe, Arizona;                                         
o       Tampa, Florida; and                                     
o       Matteson, Illinois.                                     

Many data processing and administrative functions for the Bank Portfolio are    
performed by FDR.                                                               

Acquisition and Maintenance of Credit Card Accounts                             

The accounts in the master trust were generated under the VISA  
U.S.A., Inc. and MasterCard International Inc. programs. Chase USA, a           
member of VISA and MasterCard International, originated or purchased these      
accounts. VISA and MasterCard International license their respective marks      
permitting financial institutions to issue credit cards to their customers.     
In addition, VISA and MasterCard International provide clearing services        
facilitating exchange of payments among member institutions and networks        
linking members' credit authorization systems.                                  

The VISA and MasterCard credit cards are issued by Chase USA as 
part of the worldwide VISA and MasterCard International systems, and            
transactions creating the receivables through the use of these credit cards     
are processed through the VISA and MasterCard                                   
International authorization and settlement systems.                             

VISA and MasterCard credit cards may be used:                   

o       to purchase merchandise and services;                   

o       to obtain cash advances from a financial institution,   
      automated teller machine, a check drawn on the account
or as overdraft protection; and                 

     o       to consolidate and transfer balances from other credit cards.

Amounts due on master trust accounts for any of these purposes are included     
as receivables in the master trust.                                             

Chase USA originates accounts through several channels:         

o      Applications. Chase USA makes applications for VISA and  
         MasterCard accounts available at all CMB branches and point
        of sale outlets. Chase USA advertises on television, radio
   and in magazines with the goal of generating customer
         applications. Chase USA also mails applications directly to
         prospective cardholders. In each case, Chase USA reviews an
application for completeness and creditworthiness.
  Applications provide information to Chase USA on the
          applicant's employment history, income and residence status.
 A credit report on the applicant, requested from an
          independent credit reporting agency, will also be evaluated.
         Discrepancies between the credit report and the application
      must be resolved before the application can be approved.

      Chase USA generally evaluates the applicant's ability to
        repay credit card balances through application of a credit
          scoring system using proprietary models and models developed
         by independent consulting firms. Credit scoring is intended
       to provide a general indication, based on the information
     available from the application, credit bureaus or other
        sources, of the applicant's likelihood to repay his or her
obligations. Credit scoring assigns values to the 
      information provided in each applicant's application and
    credit bureau report and then estimates the associated
  credit risk. The score at which an applicant will be
         approved correlates to Chase USA's credit risk tolerance at
         the time of the approval. Chase USA's personnel and outside
         consultants regularly review the predictive accuracy of the
scoring models.                                   

Applications are also evaluated with a proprietary
       profitability model, which determines if the applicant is
          likely to meet Chase USA's profitability expectations. These
  expectations are adjusted from time to time based on
        economic conditions, Chase USA's and CMB's corporate goals
       and competitive pressures. Applicants who fall outside of
        Chase USA's desired credit and profitability segments will
be denied a credit card.                          

         An approved application is assigned an initial credit limit
     based on the applicant's credit score and income level.

o       Direct Mail and Telemarketing. Chase USA uses direct mail 
and telemarketing solicitation campaigns to access
    individuals whom Chase USA has identified as desirable
        cardholders. A list of prospects from a variety of sources
      are screened at one or more credit bureaus in accordance
          with Chase USA's credit criteria, including previous payment
          patterns and longevity of account relationships. Individuals
      qualifying for pre-screened direct mail or telemarketing
          solicitation are conditionally offered a credit card without
      having to complete a detailed application. Credit limits
          offered to pre-screened prospective cardholders are based on
       each individual's credit profile, profitability potential
   and overall indebtedness relative to inferred income.

 o       Purchase of Accounts. Chase USA has added, and may continue
         to add, accounts to its credit card portfolio by purchasing
   accounts from other financial institutions. Chase USA
       originally opened credit card accounts it purchased using
          criteria established by another institution. These purchased
     accounts may not have been subject to the same level of
        credit review as accounts Chase USA initially established.
     Following acquisition, purchased accounts are evaluated
     against the same criteria used by Chase USA to maintain
          accounts which it originates. This evaluation might indicate
      that the purchased account should be closed immediately,
        which causes Chase USA to authorize no future purchases or
 cash advances on the card. All accounts passing the
        evaluation remain open, subject to the same criteria Chase
    USA uses to periodically evaluate all of its accounts.

Regardless of origination channel, at least once per year each account is       
subject to a systematic evaluation of payment and behavioral information.       
Chase USA may adjust the account's credit limit up or down, based on            
updated credit and profitability scores. Credit limits may also be              
adjusted at the request of the applicant, subject to Chase USA's independent    
evaluation of the applicant's payment and card usage history.                   

  Each cardholder is subject to an agreement governing the terms and
conditions of the account. In these agreements, Chase USA has reserved the      
right:                                                                          

   o      to change or end any terms, conditions, services or features
         of each account, including increasing or decreasing finance
charges, fees or minimum payments; and            

  o      to sell or transfer the accounts and/or any amounts owed on
such accounts to another creditor.                

Billing and Payments                                                            

 The accounts in the master trust have various billing and payment
structures, including varying minimum payment levels and fees. Chase USA        
sends monthly billing statements to cardholders. The following information      
reflects the current billing and payment characteristics of                     
the master trust accounts.                                                      

   When an account is established it is randomly assigned to a billing
cycle. Currently there are 20 billing cycles, each with a different monthly     
billing date. On each cycle's monthly billing date, all activity since the      
previous monthly billing date for all accounts in the cycle are processed       
and billed to cardholders.                                                      

Chase USA generally determines the minimum monthly payment with 
respect to the accounts by multiplying the combined new balance of              
purchases and cash advances, less any disputed amounts, by 2.000%. If the       
calculated minimum payment amount is less than $10.00, it is increased to       
$10.00. The sum of this amount and any past due amounts equals the minimum      
payment amount. The minimum payment, however, is never more than the new        
balance.                                                                        

When each account's monthly activity is processed for a billing 
cycle, finance charges are assessed in two ways:                                

 o      Finance Charges on New Purchases. A daily periodic finance
  charge is assessed on principal receivables from new
purchases if the following criteria are met       

    -      on the first day of the billing cycle there was
a purchase balance outstanding; and 

     -      on the last day of the billing cycle there was a
purchase balance outstanding.       

If a finance charge is assessed on a new purchase, it will be   
calculated as described below.                                  

   o      Finance Charges on Cash Advances and Pre-Existing Purchases.
 Daily periodic finance charges on cash advances and
       pre-existing purchase balances are calculated as follows:

   (average daily cash advance and pre-existing purchase
          balance) X (applicable daily periodic finance charge rate) X
(number of days in the billing cycle)             

In calculating the average daily cash advance and pre-existing  
   purchase balance, Chase USA will add the interest amount accrued on
   the previous day's ending balance to the current day's balance. New
cash advances and new purchases are generally included in their 
respective average daily balances from the date the advance or  
  purchase occurs, although - as noted above - in some cases finance
   charges do not begin to accrue until the first day of the following
billing cycle.                                                  

  Chase USA offers fixed rate and variable rate accounts. The annual
percentage rate for fixed rate accounts generally ranges from 9.9% per          
annum to 19.8% per annum. The current annual percentage rate for variable       
rate accounts is based on The Wall Street Journal prime rate plus a spread      
generally ranging from 4.4% to 13.99%. Chase USA also offers temporary          
promotional rates and promotional rates on transferred balances. In             
specific situations, the periodic finance charges on a limited number of        
accounts may be either greater than or less than those assessed by Chase        
USA generally. To the extent that the amount of any finance charge              
applicable to a purchase balance is less than $0.50, the Bank increases         
this amount to $0.50.                                                           

Chase USA charges annual membership fees on some accounts while 
other accounts carry no annual membership fee. For those accounts with an       
annual membership fee, the fee is generally $20.00 for regular accounts,        
$40.00 for premium fixed rate accounts and $45.00 for premium variable rate     
accounts. Chase USA may waive all or a portion of annual membership fees in     
connection with solicitations of new accounts - and has done so for             
portions of recent solicitations - or when Chase USA determines that, for       
competitive reasons, a waiver is necessary. In addition to the annual           
membership fee, Chase USA may charge accounts other fees generally at the       
rates specified below, including:                                               

o      a late fee of $29.00 if the Bank does not receive the    
      required minimum monthly payment by the payment due date
noted on the monthly billing statement;           

o      a cash advance fee of 3.0% of the amount of each cash    
         advance, with a minimum fee of $3.00 for each cash advance;

o      a fee of $29.00 for each check written on a credit card  
         account - a form of cash advance - which Chase USA does not
  honor because the credit card account is delinquent,
overdrawn or closed;                              

   o      a fee of $29.00 for each dishonored check sent as payment by
the cardholder; and                               

  o      an overlimit charge of $29.00 if, at the end of the billing
    cycle, the total amount owed for principal and finance
charges exceeds the cardholder's credit line.     

 Cardholder payments to Chase USA are processed and applied to any
billed and unpaid finance charges and to billed and unpaid transactions in      
the order determined by Chase USA. Any excess is applied to unbilled            
transactions in the order determined by Chase USA and then to unbilled          
finance charges. We can give you no assurance that periodic finance             
charges, fees and other charges will remain at current levels in the            
future.                                                                         

Collection of Delinquent Accounts                                               

   An account is "delinquent" if, by the payment due date shown on the
account's monthly statement, Chase USA has not received the minimum monthly     
payment. An account is "over limit" if its posted balance exceeds its           
credit limit.                                                                   

 Efforts to collect delinquent credit card receivables are made by
Chase USA's personnel, collection agencies and attorneys retained by Chase      
USA. Collection procedures are determined by an adaptive risk control           
system that uses statistical models and basic account financial information     
to determine the steps to be followed at various stages of delinquency.         
Generally, Chase USA includes a request for payment of overdue amounts on       
billing statements issued after the account becomes delinquent. In              
addition, after a period determined by the risk control system, Chase USA       
mails a separate notice to the cardholder with:                                 

o       notification that the account is delinquent;            
o       a warning that credit privileges may be revoked; and    
o       a request for payment of the delinquent amount.         

Collection personnel generally initiate telephone contact with cardholders      
whose credit card accounts have become 30 days or more delinquent. If the       
initial telephone contact fails to resolve the delinquency, Chase USA           
continues to contact the cardholder by telephone and by mail.                   

Based upon the risk control system's analysis, Chase USA may    
suspend an account as early as the date on which the account becomes 30         
days or more delinquent. Chase USA generally suspends the account by the        
time the account becomes 50 days delinquent. One hundred days after an          
account becomes delinquent the credit card is automatically canceled. Based     
on the risk control system's analysis of a delinquent cardholder's              
behavior, Chase USA may take any or all of the above actions earlier than       
indicated here. In some cases, depending on the financial profile of the        
cardholder and the stated reason for and magnitude of a delinquency, Chase      
USA may enter into arrangements with a delinquent cardholder to extend or       
otherwise change the payment schedule.                                          

   Chase USA's policy is to charge-off an account in the billing cycle
immediately following the cycle in which the account became one hundred         
fifty (150) days delinquent. If Chase USA receives notice that a cardholder     
is the subject of a bankruptcy proceeding, the Bank charges off such            
cardholder's account upon the earlier of seventy-five (75) days after           
receipt of such notice and the time period set forth in the previous            
sentence. On February 10, 1999, the Federal Financial Institutions              
Examination Council adopted a revised Uniform Retail Credit Classification      
and Account Management Policy, which recommends that:                           

o      all U.S. banks and thrift institutions should charge-off 
        accounts of obligors who declare bankruptcy within 60 days
      of receipt of notification of filing from the bankruptcy
court, and                                        

   o      these charge-offs should be implemented in reporting for the
year ending December 31, 2000.                    

We expect that the implementation of this revised charge-off policy would       
cause a temporary increase in charge-offs, but would not materially affect      
certificateholders' interests.                                                  

Description of FDR                                                              

FDR is located in Omaha, Nebraska and provides computer data    
processing services primarily to the bankcard industry. FDR is a subsidiary     
of First Data Corp.                                                             

Interchange                                                                     

Financial institutions participating in the VISA and MasterCard 
associations receive Interchange for performing specified tasks. Under the      
VISA and MasterCard systems, a portion of Interchange in connection with        
cardholder charges for goods and services is passed from banks which clear      
the transactions for merchants to credit card issuing banks. MasterCard and     
VISA set Interchange fees annually based on the number of credit card           
transactions and the amount charged per transaction. MasterCard and VISA        
may from time to time change the amount of Interchange reimbursed to banks      
issuing their credit cards. Chase USA is required, under the terms of the       
Pooling and Servicing Agreement, to transfer to the master trust a              
percentage of Interchange. Each month, Interchange allocated to the master      
trust is calculated as follows:                                                 

 (Interchange for the Monthly Period) X (total amount of purchases
   of merchandise and services in the Master Trust Portfolio) / (total
  amount of purchases of merchandise and services in the entire Bank
Portfolio)                                                      

Interchange allocated to the master trust will be treated as collections        
of finance charge receivables.                                                  

Recoveries                                                                      

   Chase USA is required, under the terms of the Pooling and Servicing
Agreement, to transfer to the master trust a percentage of the recoveries       
on charged-off accounts received each month. Each month, Recoveries             
allocated to the master trust are calculated as follows:                        

  (total Recoveries collected by Chase USA) X (defaulted receivables
   in the Master Trust Portfolio) / (defaulted receivables in the Bank
Portfolio)                                                      

Recoveries allocated to the master trust are treated by the master trust as     
collections of finance charge receivables.                                      

Year 2000 Compliance                                                            

[update in response to comment 47.  see also comment 69]        

  Year 2000 efforts for Chase USA are being coordinated, managed and
monitored as part of the Year 2000 efforts of The Chase Manhattan               
Corporation by the Corporation's Year 2000 Enterprise Program Office. The       
Program Office reports directly to the Executive Committee of the               
Corporation and is responsible for the Corporation's Year 2000 remediation      
efforts, on a global basis, both technical and business-related. In             
addition, a Year 2000 Core Team, consisting of senior managers from             
internal audit, technology risk and control, financial management and           
control, the technology infrastructure division, legal and the Program          
Office, provides independent oversight of the process. The Year 2000 Core       
Team, which also reports directly to the Corporation's Executive Committee,     
is charged with identifying key risks and ensuring necessary management         
attention for timely resolution of project issues.                              

   The Corporation's Year 2000 program continues to evolve. On January
1, 1999, the Corporation established a Year 2000 Business Risk Council,         
comprised of approximately 20 senior business leaders, including line           
managers, risk managers, and representatives of key staff functions:            

o       to identify potential Year 2000 business risks,         

o       to coordinate planning and readiness efforts,           

o       to refine contingency plans for Year 2000, and          

   o       to establish a Year 2000 command center structure and rapid
response teams.                                 

   The Corporation's Year 2000 program is tracked against well-defined
milestones. The Corporation completed its inventory and assessment phases       
on schedule on September 30, 1997, identifying affected hardware and            
software, prioritizing tasks and establishing implementation plans. The         
Corporation identified 97 business software applications (30 of which are       
provided by third-party vendors) related to the cardmember services             
functions of Chase USA as requiring Year 2000 remediation. At December 31,      
1998, 65 of the 67 internal applications related to the cardmember services     
operations of Chase USA, and 26 of the 30 third-party applications, had         
been remediated. The remaining six applications, which Chase USA and the        
Corporation do not believe to be "mission critical," are in the process of      
being remediated and are on schedule to be Year 2000 compliant by March         
1999, in the case of the two internal applications, and June 30, 1999, in       
the case of the four third-party applications.                                  

  In addition, each of Chase USA's third-party service providers has
been contacted to determine its Year 2000 readiness and establish a testing     
schedule. In many cases (including with FDR) testing has begun and testing      
with all such third-party service providers (including additional testing       
with FDR) is scheduled throughout 1999. The Corporation also expects to         
continue to participate in tests organized by major industry and                
governmental infrastructure organizations as they are scheduled during the      
remainder of 1999. These include tests with the VISA and MasterCard             
associations, which began in January 1999.                                      

At September 30, 1998, the Corporation's estimate for Year 2000 
remediation costs for 1997-1999 was approximately $363 million. None of         
these costs will be borne by the master trust.                                  

In its normal course of business, the Corporation manages many  
types of risk. The Corporation recognizes that the risks presented by Year      
2000 are unique given the pervasive nature of the problem and the higher        
likelihood that Year 2000 risk may present itself in multiple, simultaneous     
impacts. Because of this, the Corporation has adjusted and will continue to     
adjust its risk management processes and contingency plans to take the most     
probable anticipated effects into account. In this regard, the Corporation      
has begun its event planning for the Year 2000 with the goal of preventing      
or mitigating potential disruptions. The Corporation's Year 2000 event          
planning includes:                                                              

o       creation of command centers;                            

o       performance of dress rehearsals and simulation modeling 
    for various possible business and operational risks;

 o       establishment of special rapid response technology teams;

o       scheduling of availability of key personnel;            

o       additional training and testing activities; and         

o       the establishment of rapid decision processes.          

The Corporation's expectations for completion of its Year 2000  
remediation and testing efforts, the anticipated costs to complete the          
project and the anticipated business, operational and financial risks to        
the Corporation, Chase USA and the master trust are subject to a number of      
uncertainties. Any failures by the VISA or MasterCard associations, FDR or      
other service providers to implement successfully their Year 2000               
remediation plans could adversely impact the timing of collections on           
receivables. A large number of similar failures by account obligors, banks      
and other financial institutions or other participants in the national          
payments system could also adversely affect the timing of collections on        
receivables. If collections that normally would have been received in any       
particular month are delayed, the portfolio yield for that month will be        
reduced to that extent. Any such reduction would increase the likelihood of     
a Pay Out Event resulting from insufficient portfolio yield.                    

The Receivables     

The assets of the master trust include receivables generated    
through accounts designated as master trust accounts, all of which are          
owned by Chase USA. The master trust assets include:                            

o      all monies due or to become due in payment of these      
receivables;                                      

o      all proceeds of these receivables;                       

o      all proceeds of any credit insurance policies relating   
to these receivables;                             

o      any Interchange and Recoveries allocable to the master   
trust because of these receivables;               

o      all monies on deposit in specified master trust bank     
       accounts or investments made with these monies, including
 any earned investment proceeds if the supplement so
indicates;                                        

o      proceeds of any credit enhancement, as described in the  
related supplement; and                           

o      proceeds of any derivative contracts between the master  
   trust and a counterparty, as described in the related
supplement.                                       

Receivables in the master trust consist of:                     

 o      principal receivables, which are amounts charged by master
    trust account cardholders for goods and services, cash
     advances and consolidation or transfer of balances from
other credit cards; and                           

o      finance charge receivables, which are periodic finance   
         charges and other amounts charged to master trust accounts,
including cash advance fees, late fees, and annual
membership fees.                                  

The master trust considers collections of Interchange and Recoveries as         
collections of finance charge receivables. If Chase USA exercises the           
Discount Option, an amount of monthly collections of principal receivables      
will be considered finance charge collections. See "Description of the          
Securities --Description of the Certificates--Discount Option" for a            
description of the manner of and the conditions to exercise of the Discount     
Option.                                                                         

   Receivables conveyed to the master trust arise in accounts selected
from the Bank Portfolio and designated as master trust accounts. Initially,     
a group of accounts were selected on the Cut-Off Date and designated as         
master trust accounts; since then additional accounts have been designated      
for inclusion in the master trust. Accounts initially designated as master      
trust accounts, new accounts so designated and any future accounts              
designated for inclusion in the Master Trust must meet eligibility criteria     
set forth in the Pooling and Servicing Agreement. Receivables conveyed to       
the master trust must also meet eligibility criteria set forth in the           
Pooling and Servicing Agreement. If receivables conveyed to the master          
trust are found to have been ineligible when created or designated for          
inclusion, Chase USA must accept retransfer of these receivables and either     
replace them with eligible receivables or pay the value of the                  
retransferred receivables to the master trust.                                  

 Chase USA has agreed to maintain a Minimum Transferor Interest in
the Master Trust Portfolio, based on the total outstanding amount of            
principal receivables in the Master Trust Portfolio plus the total amount       
on deposit in the Excess Funding Account. Chase USA has also agreed to          
maintain a Minimum Aggregate Principal Receivables amount. If the average       
daily Transferor Interest for any 30 consecutive days is below the Minimum      
Transferor Interest, or the amount of principal receivables in the master       
trust falls below the amount of Minimum Aggregate Principal Receivables,        
Chase USA is required by the terms of the Pooling and Servicing Agreement       
to designate accounts for addition to the master trust so that the amount       
of receivables in these accounts, when added to then-existing receivables       
in the master trust, equals or exceeds these minimum levels. See                
"Description of the Securities --Description of the Certificates--Addition      
of Master Trust Assets" for more information on adding accounts to the          
master trust.                                                                   

  The Pooling and Servicing Agreement also gives Chase USA the right
to remove accounts from the designated list of master trust accounts. If        
Chase USA does so, the master trust will reconvey all receivables in these      
removed accounts, whether existing or to be created, to Chase USA. See          
"Description of the Securities --Description of the Certificates--Removal       
of Master Trust Assets" for more information on removing accounts from the      
master trust.                                                                   

  When the master trust issues a new series of securities, Chase USA
will represent and warrant to the master trust that, as of the Closing Date     
for the new series, the accounts designated as master trust accounts meet       
the eligibility criteria set forth in the Pooling and Servicing Agreement.      
See "Description of the Securities --Description of the Certificates--Chase     
USA's Representations and Warranties" for more information on eligibility       
criteria for accounts and receivables.                                          

Use of Proceeds     

  The net proceeds from the sale of each series of certificates will
generally be paid to Chase USA and used for general corporate purposes. If      
the master trust is issuing a Series Certificate, it will be deposited in       
an owner trust in exchange for a series of notes. The net proceeds from the     
sale of this series of notes will generally be paid to Chase USA and used       
for general corporate purposes.                                                 

The attached supplement may state that some amounts of these net
proceeds will be paid to other parties and/or used for other purposes, such     
as funding a reserve account.                                                   

Maturity Considerations     

Series of Certificates                                                          

Following the Revolving Period, each series of certificates is  
expected to begin to accumulate principal or begin to distribute principal      
to certificateholders. The attached supplement describes the conditions         
under which an accumulation or amortization period will begin for your          
class of certificates.                                                          

Principal will accumulate in a funding account if your series   
features controlled accumulation or rapid accumulation and one of these         
principal accumulation periods begins. As described in the attached             
supplement, during controlled accumulation on each Distribution Date an         
amount of principal, up to the amount specified, will be set aside in the       
funding account. If a Pay Out Event occurs and your series features rapid       
accumulation, the full amount of principal available to your series will be     
deposited in a funding account, up to the amount specified in the               
related supplement. This accumulated principal will be paid to you on the       
expected payment date or dates for your class of certificates, or earlier       
if an amortization period begins before your first expected principal           
payment date. Note that although your series may feature an accumulation        
period, your class of certificates may not make use of it.                      

Principal will be paid to you in increments - up to the amount  
specified in the attached supplement - if your class of certificates            
features controlled amortization and this period begins. Your class of          
certificates might also begin to pay principal to you if the attached           
supplement specifies that your class will begin rapid amortization. Rapid       
amortization will begin, for all classes of your series, when a Pay Out         
Event occurs. During any amortization period, principal will be paid to you     
only on a Distribution Date.                                                    

If the series described in the attached supplement features     
multiple classes, different classes of your series may have differing           
priorities for the accumulation or payment of principal. This means that        
certificateholders of other classes could begin to receive payments of          
principal before you do.                                                        

  We can give you no assurance that principal will be available when
expected, either to accumulate or to pay to you. The scheduled payment date     
or dates for your class of certificates is based upon assumptions about         
payment rates on the master trust's credit card receivables, as detailed in     
the attached supplement. Chase USA can give no assurance that these payment     
rate assumptions will be correct. Payment rates depend on collections of        
receivables; collections can vary seasonally and are also affected by           
general economic conditions and the payment habits of individual                
cardholders. The attached supplement will provide historical payment rates,     
total charge-offs and other information relating to the master trust's          
receivables. We cannot assure you that future payment rates, charge-offs or     
other factors will be consistent with this historical data. The expected        
life of your certificates might be longer than expected if principal is         
collected more slowly. The attached supplement may detail that if the           
principal payment rate falls below a specified level, a Pay Out Event will      
occur. The occurrence of any Pay Out Event may substantially shorten the        
average life of your certificates.                                              

The attached supplement will state if your series is a Companion
Series to any other outstanding series of certificates. If rapid                
accumulation begins with respect to, or a Pay Out Event occurs to, a series     
with a Companion Series, the Companion Series may experience                    
delayed payments of principal.                                                  

See the table on page 34 for a more complete description of possible            
accumulation and amortization periods. See "Maturity Considerations" in the     
attached supplement for specific information about how your series will         
accumulate and/or pay principal, as well as historical payment rate             
information for the master trust.                                               

Series of Notes                                                                 

Each series of notes from an owner trust will be secured by the 
owner trust's pledge of a Series Certificate. The considerations described      
above for payment of certificates will apply to payment of notes. If a Pay      
Out Event occurs with respect to a Series Certificate, principal may be         
paid earlier than scheduled on the related notes. These notes may also be       
repaid earlier than scheduled when an Event of Default occurs. See              
"Description of the Securities--Description of the Notes--The                   
Indentures--Events of Default: Rights Upon Event of Default."                   

Chase USA     

   Chase USA, a wholly-owned subsidiary of the Corporation, was formed
in 1982 and is headquartered in Wilmington, Delaware. Chase USA is              
currently chartered as a national bank and as such is regulated primarily       
by the United States Comptroller of the Currency. Chase USA's activities        
are predominantly related to credit card lending and other forms of             
consumer lending.                                                               

The principal executive office of Chase USA is located at 802   
Delaware Avenue, Wilmington, Delaware 19801, telephone number (302)             
575-5000.                                                                       

   The Corporation is a bank holding company, the principal subsidiary
of which is The Chase Manhattan Bank, a New York State bank.                    

Description of the Securities     

   The securities are in the form of the master trust certificates and
the notes from each owner trust offered through this prospectus and the         
attached supplement and will be issued in "series" consisting of one or         
more "classes."                                                                 

 o       Certificates. Each series of certificates will represent an
       interest in the master trust distinct from the Transferor
        Certificate and any other series of certificates issued by
          the master trust. Each series of certificates will be issued
      through the Pooling and Servicing Agreement and a Series
       Supplement to the Pooling and Servicing Agreement. If you
  are purchasing certificates, the attached supplement
        describes any series-specific provisions supplementing the
information in this prospectus.                   

o       Notes. Each series of notes will be an obligation of a    
         specified owner trust, the primary asset of which will be a
        Series Certificate issued by the master trust. Each series
    of notes from an owner trust will be issued through an
  Indenture, entered into by the Owner Trustee and the
          Indenture Trustee. If you are purchasing notes, the attached
supplement describes any provisions of the notes  
supplementing the information in this prospectus. 

Following is a summary of provisions of the securities - either                 
certificates or notes - which you are purchasing. This summary describes        
the material provisions common to each series of securities; the attached       
supplement will give you additional information specific to the securities      
which you are purchasing. This summary is qualified in its entirety by          
reference to the provisions of the Pooling and Servicing Agreement, the         
Series Supplement and - if you are purchasing notes - the related               
indenture, deposit and administration agreement and trust agreement.            

 Each series of securities may consist of one or more classes, one
or more of which may be senior to other classes. Each class of a series         
will evidence the right to receive a specified portion of principal and         
finance charge collections on receivables in the Master Trust Portfolio.        
Each class of a series may differ from other classes in some aspects,           
including:                                                                      

o       maturity date;                                          
o       interest rate; and                                      
o       availability and amount of credit enhancement.          

Payments will be made to securityholders in whose names the securities were     
registered on the Record Dates specified in the related supplement.             

Generally, securities offered through this prospectus and the   
attached supplement:                                                            

 o      will be represented by certificates or notes registered in
the name of a DTC nominee;                        

  o      will be available for purchase in minimum denominations and
integral multiples of $1,000; and                 

o      will be available for purchase in book-entry form only.  

The attached supplement will specify if your securities have different          
characteristics.                                                                

  The attached supplement may state that application will be made to
list your series or class of securities on the Luxembourg Stock Exchange or     
another exchange.                                                               

Form of Your Securities                                                         

Following is a description of the form your securities, whether 
certificates or notes, will take. We also describe how your securities will     
be transferred and how payments will be made to you.                            

   The information in this section concerning DTC and DTC's book-entry
system has been provided by DTC. Chase USA has not independently verified       
the accuracy of this information.                                               

DTC has informed Chase USA that its nominee will be Cede.       
Accordingly, Cede is expected to be the holder of record of each series of      
securities. This means that you, as an owner of securities, will generally      
not be entitled to a Definitive Security representing your interest in the      
issued securities: you will own securities through a book-entry record          
maintained by DTC. References in this document to distributions, reports,       
notices and statements will be made to DTC or Cede, as registered holder of     
the securities, for distribution to you in accordance with DTC procedures.      
All references in this document to actions by securityholders shall refer       
to action taken by DTC upon instructions from DTC Participants.                 

  You may hold your securities through DTC in the U.S., Cedelbank or
Euroclear in Europe or in any other manner described in the attached            
supplement. You may hold your securities directly with one of these systems     
if you are a participant in the system, or indirectly through organizations     
which are participants.                                                         

DTC                                                                             

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

   DTC management is aware that some computer applications and systems
used for processing data were written using two digits rather than four to      
define the applicable year, and therefore may not recognize a date using        
"00" as the year 2000. This could result in the inability of these systems      
to properly process transactions with dates in the year 2000 and                
thereafter. DTC has developed and is implementing a program to address this     
problem so that its applications and systems as the same relate to the          
timely payment of distributions (including principal and interest payments)     
to securityholders, book-entry deliveries and settlement of trades within       
DTC continue to function properly. This program includes a technical            
assessment and a remediation plan, each of which is complete. Additionally,     
DTC plans to implement a testing phase of this program which is expected to     
be completed within appropriate time frames.                                    

In addition, DTC is contacting and will continue to contact     
third-party vendors that provide services to DTC to determine the extent of     
their Year 2000 compliance, and DTC will develop contingency plans as it        
deems appropriate to address failures in Year 2000 compliance on the part       
of third-party vendors. However, there can be no assurance that the systems     
of third-party vendors will be timely converted and will not adversely          
affect the proper functioning of DTC's services.                                

 The information set forth in this section concerning DTC has been
provided by DTC for informational purposes only and is not intended to          
serve as a representation, warranty or contract modification of any kind.       
Chase USA makes no representations as to the accuracy or completeness of        
such information.                                                               

Cedelbank                                                                       

Cedelbank is incorporated under the laws of Luxembourg as a     
professional depository. Cedelbank holds securities for Cedelbank Customers     
and facilitates the clearance and settlement of securities transactions         
between Cedelbank Customers through electronic book-entry changes in            
accounts of Cedelbank Customers, thereby eliminating the need for physical      
movement of certificates. Transactions may be settled in Cedelbank in any       
of 36 currencies, including U.S. dollars. Cedelbank provides to its             
Cedelbank Customers, among other things, services for safekeeping,              
administration, clearance and settlement of internationally traded              
securities and securities lending and borrowing. Cedelbank deals with           
domestic securities markets in over 30 countries through established            
depository and custodial relationships. Cedelbank has established an            
electronic bridge with Morgan Guaranty Trust as Euroclear Operator in           
Brussels to facilitate settlement of trades between Cedelbank and               
Euroclear. Cedelbank currently accepts over 110,000 securities issues on        
its books. As a professional depository, Cedelbank is subject to regulation     
by the Luxembourg Commission for the Supervision of the Financial Sector,       
which supervises Luxembourg banks. Cedelbank Customers are recognized           
financial institutions around the world, including underwriters, securities     
brokers and dealers, banks, trust companies, clearing corporations and          
other organizations and may include the underwriters of any series of           
securities issued through this document. Cedelbank Customers in the U.S.        
are limited to securities brokers, dealers and banks. Currently, Cedelbank      
has approximately 2,000 customers located in over 80 countries, including       
all major European countries, Canada and the United States. Indirect access     
to Cedelbank is also available to others, such as banks, brokers, dealers       
and trust companies that clear through or maintain a custodial relationship     
with a Cedelbank Customer, either directly or indirectly.                       

Euroclear                                                                       

The Euroclear System was created in 1968 to hold securities of  
Euroclear Participants and to clear and settle transactions between             
Euroclear Participants through simultaneous electronic book-entry delivery      
against payment, thereby eliminating the need for physical movement of          
certificates and any risk from lack of simultaneous transfers of securities     
and cash. Transactions may now be settled in any of 34 currencies,              
including U.S. dollars. The Euroclear System includes various other             
services, including securities lending and borrowing and interfaces with        
domestic markets in several countries generally similar to the arrangements     
for cross-market transfers with DTC described below. The Euroclear System       
is operated by Morgan Guaranty Trust Company of New York's Brussels,            
Belgium office, acting as Euroclear Operator, under contract with the           
Cooperative. All operations are conducted by the Euroclear Operator, and        
all Euroclear securities clearance accounts and Euroclear cash accounts are     
accounts with the Euroclear Operator, not the Cooperative. The Cooperative      
establishes policy for the Euroclear System on behalf of Euroclear              
Participants. Euroclear Participants include banks (including central           
banks), securities brokers and dealers and other professional financial         
intermediaries and may include the underwriters of the series of securities     
offered through this document. Indirect access to the Euroclear System is       
also available to other firms that clear through or maintain a custodial        
relationship with a Euroclear Participant, either directly or indirectly.       

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

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

Book-Entry Registration                                                         

  Cede, as DTC's nominee, will hold the global securities. Cedelbank
and Euroclear will hold omnibus positions on behalf of Cedelbank Customers      
and Euroclear Participants, respectively, through customers' securities         
accounts in Cedelbank's and Euroclear's names on the books of their             
respective depositaries. These depositaries will in turn hold these             
positions in customers' securities accounts in the depositaries' names on       
DTC's books.                                                                    

Transfers between DTC Participants will occur in accordance with
DTC rules. Transfers between Cedelbank Customers and Euroclear Participants     
will occur in the ordinary way in accordance with their applicable rules        
and operating procedures. Cross-market transfers between persons holding        
securities directly or indirectly through DTC, on the one hand, and             
directly or indirectly through Cedelbank Customers or Euroclear                 
Participants, on the other, will be effected in DTC in accordance with DTC      
rules on behalf of the relevant European international clearing system by       
its depositary. However, these cross-market transactions will require           
delivery of instructions to the relevant European international clearing        
system by the counterparty in the system in accordance with its rules and       
procedures, and within its established European time deadlines. The             
relevant European international clearing system will, if the transaction        
meets its settlement requirements, deliver instructions to its depositary       
to take action to effect final settlement on its behalf by delivering or        
receiving securities in DTC, and making or receiving payment in accordance      
with normal procedures for same-day funds settlement applicable to DTC.         
Cedelbank Customers and Euroclear Participants may not deliver instructions     
directly to the depositaries.                                                   

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

 Your purchases of securities under the DTC system must be made by
or through DTC Participants, which will receive a credit for the securities     
on DTC's records. Your ownership interest is in turn recorded on the DTC        
Participants' and indirect participants' records. You will not receive          
written confirmation from DTC of their purchase, but you can expect to          
receive written confirmation providing details of the transaction, as well      
as periodic statements of your holdings, from the DTC Participant or            
indirect participant through which you entered into the transaction.            
Transfers of ownership interests in the securities are accomplished by          
entries made on the books of DTC Participants acting on behalf of you and       
other securityholders. You will not receive securities representing your        
ownership interest in the securities offered through this document, except      
in the event that use of the book-entry system for these securities is          
discontinued.                                                                   

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

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

Neither DTC nor Cede will consent or vote with respect to these 
securities. Under its usual procedures, DTC mails an omnibus proxy to Chase     
USA as soon as possible after the record date, which assigns Cede's             
consenting or voting rights to those DTC Participants to whose accounts         
these securities are credited on the relevant record date.                      

   Principal and interest payments on these securities will be made to
DTC. DTC's practice is to credit DTC Participants' accounts on the              
applicable Distribution Date in accordance with their respective holdings       
shown on DTC's records unless DTC has reason to believe that it will not        
receive payment on such Distribution Date. Payments by DTC Participants to      
securityholders will be governed by standing instructions and customary         
practices, as is the case with securities held for the accounts of              
customers in bearer form or registered in "street name" and will be the         
responsibility of such DTC Participant and not of DTC, the Master Trust         
Trustee, the Indenture Trustee, the Owner Trustee or Chase USA, subject to      
any statutory or regulatory requirements as may be in effect from time to       
time. Payment of principal and interest to DTC is the responsibility of the     
Master Trust Trustee, disbursement of these payments to DTC Participants        
shall be the responsibility of DTC, and disbursement of such payments to        
securityholders shall be the responsibility of DTC Participants and             
indirect participants.                                                          

   DTC may discontinue providing its services as securities depository
for these securities at any time by giving reasonable notice to Chase USA,      
the Master Trust Trustee or the Indenture Trustee. If this occurs, in the       
event that a successor securities depository is not obtained, Definitive        
Securities will be printed and delivered. Chase USA may decide to               
discontinue use of the system of book-entry transfers through DTC or a          
successor securities depository. In that event, Definitive Securities will      
be delivered to each securityholder. See "--Definitive Securities" for a        
description of the circumstances under which Definitive Securities will be      
issued.                                                                         

Distributions on securities held through Cedelbank or Euroclear 
will be credited to the cash accounts of Cedelbank Customers or Euroclear       
Participants in accordance with the relevant system's rules and procedures,     
to the extent received by its depositary. Such distributions will be            
subject to tax reporting in accordance with relevant U.S. tax laws and          
regulations as described under "Tax Matters." Cedelbank or the Euroclear        
Operator, as the case may be, will take any other action permitted to be        
taken by a securityholder under the Pooling and Servicing Agreement or          
Indenture on behalf of a Cedelbank Customer or Euroclear Participant only       
in accordance with its relevant rules and procedures and subject to its         
depositary's ability to effect such actions on its behalf through DTC.          

  Although DTC, Cedelbank and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of securities among their           
participants, they are under no obligation to perform or continue to            
perform these procedures and these procedures may be discontinued at any        
time.                                                                           

Definitive Securities                                                           

 Although the attached supplement may indicate that this series of
securities, or one or more classes of this series, may be issued in a           
different form, it is expected that securities offered through this             
document will be issued in book-entry form. If these securities are             
initially issued in book-entry form, Definitive Securities in fully             
registered, certificated form will not be issued to any party other than        
DTC or its nominee unless:                                                      

o       Chase USA advises the Master Trust Trustee, in the case of
        certificates, or the Owner Trustee for this series, in the
        case of notes, in writing that DTC is no longer willing or
able to discharge properly its responsibilities as
       depository with respect to this series of securities, and
the Master Trust Trustee or the Owner Trustee, as 
      applicable, or Chase USA is unable to locate a qualified
successor;                                        

  o      Chase USA, at its option, advises the Master Trust Trustee,
        in the case of certificates, or the Owner Trustee for this
        series, in the case of notes, in writing that it elects to
terminate the book-entry system through DTC; or   

o       after the occurrence of a Servicer Default, in the case of
         certificates, or an Event of Default, in the case of notes,
      securityholders representing not less than 50% - or such
       other percentage specified in the related supplement - of
         the outstanding principal amount of the certificates or the
          notes, as applicable, advise the Master Trust Trustee or the
Owner Trustee, as applicable, and DTC through DTC 
Participants in writing that the continuation of a
         book-entry system through DTC or its successor is no longer
in the best interests of the securityholders.     

  If any of these events occur, DTC must notify all DTC Participants
of the availability through DTC of Definitive Securities. Upon surrender by     
DTC of the definitive security representing these securities and                
instructions for re-registration, the Master Trust Trustee will issue the       
securities as Definitive Securities, and thereafter the Master Trust            
Trustee, in the case of certificates, or the Owner Trustee, in the case of      
notes, will recognize the holders of these Definitive Securities as holders     
under the Pooling and Servicing Agreement, in the case of certificates, or      
the Indenture, in the case of notes.                                            

Allocations of finance charge and principal collections to      
certificates which are Definitive Securities will be made by the Master         
Trust Trustee. Distributions of these amounts on notes which are Definitive     
Securities will be made, after these amounts are received through               
the Series Certificate deposited in the owner trust, by the Indenture           
Trustee. In both cases, payments will be made directly to holders of            
Definitive Securities in accordance with the procedures set forth in this       
prospectus, in the Pooling and Servicing Agreement and any related              
indenture. Payments on each Distribution Date will be made to holders in        
whose names the Definitive Securities were registered at the close of           
business on the related Record Date. If you own Definitive Securities in an     
amount greater than a minimum level stated in the Pooling and Servicing         
Agreement or Indenture, as applicable, payments of principal and interest       
will be sent to you via wire transfer. If you own less than this minimum        
level of Definitive Securities, payments will be made by check and mailed       
to you at an address maintained by the Master Trust Trustee or Owner            
Trustee, as applicable.                                                         

   The final payment on any security, whether a Definitive Security or
the securities registered in the name of DTC or its nominee, will be made       
only upon presentation and surrender of the security at the office or           
agency specified in the notice of final distribution to securityholders.        
The Master Trust Trustee or the Indenture Trustee, as applicable, will          
provide this notice to registered securityholders no later than the fifth       
day of the month in which the final distribution will occur. If the             
securities are listed on the Luxembourg Stock Exchange, payments of             
principal and interest, including the final payment on any security, will       
also be made at the offices of Banque Generale du Luxembourg, S.A.              

  Definitive Securities will be transferable and exchangeable at the
offices of any of the transfer agents and registrars, which shall initially     
be CMB and the Master Trust Trustee or Indenture Trustee, as applicable. No     
service charge will be imposed for any registration of transfer or              
exchange, but the transfer agent and registrar may require payment of a sum     
sufficient to cover any tax or other governmental charge imposed in             
connection with the transfer or exchange. The transfer agent and registrar      
shall not be required to register the transfer or exchange of Definitive        
Securities for a period of fifteen days preceding the due date for any          
payment on the Definitive Securities.                                           

Initial Settlement                                                              

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

  Custody accounts of investors who elect to hold securities through
DTC will be credited with their holdings against payment in same-day funds      
on the settlement date.                                                         

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

Secondary Market Trading                                                        

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

  Trading between DTC Participants. Secondary market trading between
investors holding securities through DTC will be conducted according to the     
rules and procedures applicable to U.S. corporate debt obligations.             
Secondary market trading between DTC Participants will be settled in            
same-day funds.                                                                 

  Trading between Cedelbank and/or Euroclear Participants. Secondary
market trading between investors holding securities through Cedelbank and       
Euroclear will be conducted in the ordinary way in accordance with their        
normal rules and operating procedures and in accordance with conventional       
eurobond practice (i.e., seven calendar day settlement). Secondary market       
trading between Cedelbank Customers or Euroclear Participants will be           
settled using the procedures applicable to conventional eurobonds in            
same-day funds.                                                                 

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

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

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

Since the settlement is taking place during New York business   
hours, DTC Participants can use their usual procedures for sending              
securities to the respective depositary for the benefit of Cedelbank            
Customers or Euroclear Participants. The sale proceeds will be available to     
the DTC seller on the settlement date. In this way, to the DTC Participant      
a cross-market transaction will settle no differently than a trade between      
two DTC Participants.                                                           

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

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

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

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

Certain U.S. Federal Income Tax Documentation Procedures                        
relating to Global Securities                                                   

  A beneficial owner of Global Securities holding securities through
Cedelbank or Euroclear (or through DTC if the holder has an address outside     
the U.S.) will be subject to the 30% U.S. withholding tax that generally        
applies to payments of interest -- including original issue discount -- on      
registered debt issued by U.S. Persons, unless:                                 

o      each clearing system, bank or other financial institution
        that holds customers' securities in the ordinary course of
          its trade or business in the chain of intermediaries between
   such beneficial owner and the U.S. entity required to
 withhold tax complies with applicable certification
requirements, and                                 

o      such beneficial owner takes one of the following steps to
obtain an exemption or reduced tax rate.          

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

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

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

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

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

The term "U.S. Person" means                                    

o      a citizen or resident of the United States,              

o      a corporation or partnership created or organized in the 
        United States or under the laws of the United States or of
any state,                                        

o      an estate the income of which is subject to United States
  federal income taxation regardless of its source, or

o      a trust the income of which is subject to United States  
         federal income taxation regardless of its source; provided,
      however, that for tax years beginning after December 31,
       1996 -- and, if a trustee so elects, for tax years ending
         after August 20, 1996 --, a "U.S. Person" shall include any
trust:                                            

          -      which is subject to the supervision of a court within
                the United States and the control of a United States
             person as described in section 7701(a)(30) of the
Code, or                            

         -      that has a valid election in effect under applicable
               U.S. treasury regulations to be treated as a United
States person.                      

  This summary does not deal with all aspects of U.S. Federal income
tax withholding that may be relevant to foreign holders of the Global           
Securities. Investors are advised to consult their own tax advisors for         
specific tax advice concerning their holding and disposing of the Global        
Securities.                                                                     

Description of the Certificates                                                 

Following is a summary of the material provisions common to all 
series of certificates issued through the Pooling and Servicing Agreement,      
including generally-distributed certificates and any Series Certificates        
purchased by owner trusts and pledged to secure series                          
of notes.                                                                       

Where the term "certificateholder" is used in the following     
summary, it refers also to any owner trust holding a Series Certificate         
pledged to support notes.                                                       

The assets of the master trust are allocated among:             

o       certificateholders of each series;                      
o       providers of uncertificated credit enhancement          
backed by receivables; and                      
o       the Transferor Certificate.                             

Each series issued by the master trust is backed by an amount of
principal receivables and amounts on deposit in various master trust bank       
accounts. The attached supplement may describe that your series' Investor       
Interest will be adjusted by the amount of funds deposited in a bank            
account or accounts, or adjusted in other ways. These amounts can vary from     
period to period, and on any date are equal to:                                 

(initial Investor Interest on the series' Closing Date) -       
(aggregate principal payments made to the series'               
certificateholders) - (aggregate unreimbursed charge-offs and   
reallocated principal collections for the series)               

 Any Collateral Interest in a series will also be included in that
series' Investor Interest; if your series includes a Collateral Interest, a     
description will be included in the attached supplement. During each            
series' Revolving Period, the amount of the series' Investor Interest is        
expected to remain constant to the extent noted in the attached supplement.     

 The aggregate Investor Interest in the master trust is the sum of
the Investor Interests for all series issued from the master trust.             

The certificates of each series represent undivided interests in
the assets of the master trust, including the right to each series'             
Investor Percentage of all cardholder payments on receivables in the master     
trust. Certificateholders of each series will therefore receive varying         
amounts of collections of principal and finance charges each month, and         
will also be allocated a varying portion of receivables in defaulted            
accounts written off during each month. Principal collections, finance          
charge collections and receivables in defaulted accounts may be allocated       
to your series in different ways: the attached supplement will describe how     
the various Investor Percentages are calculated. If your series includes        
multiple classes of certificates, collections allocated to your series may      
be further allocated among each class. See "--Investor Percentage and           
Transferor Percentage" for descriptions of the allocation percentages.          

   As a certificateholder, your right to collections is limited to the
amounts needed to make required payments to you. Collections allocated to       
your series or your class of certificates might be reallocated. The             
attached supplement and the Pooling and Servicing Agreement set forth how       
collections will be allocated to, or reallocated from, your certificates.       

 Each series of certificates may be included in a Group of series.
Series in a Group may share excess principal collections, finance charge        
collections or both among themselves. The attached supplement will state if     
your series is in a Group and, if it is, what other series in your Group        
were outstanding on your series' Closing Date.                                  

Each series of certificates represents interests in the master  
trust only, and does not represent interests in or recourse obligations of      
Chase USA, CMB or any of their affiliates. A certificate is not a deposit       
and neither the certificates nor the underlying master trust accounts or        
receivables are insured or guaranteed by the FDIC or any other governmental     
agency.                                                                         

Transferor Certificate                                                          

   The total amount of principal receivables and amounts on deposit in
various master trust bank accounts minus the aggregate Investor Interest        
and the interest of credit enhancement providers - if not included as part      
of the Investor Interest - is the Transferor Interest. The Transferor           
Interest is represented by the Transferor Certificate. The holder of the        
Transferor Certificate is entitled to a varying percentage of cardholder        
payments from master trust receivables, called the Transferor Percentage.       

Chase USA currently owns, and expects to continue owning, the   
Transferor Certificate. To the extent provided in the attached supplement       
and the Pooling and Servicing Agreement, Chase USA may transfer the             
Transferor Certificate in whole or in part to another party. See "--Issuing     
New Series of Certificates."                                                    

 The amount of principal receivables in the master trust will vary
daily as cardholder payments are received and new receivables are created.      
The amount of the Transferor Interest will fluctuate from day to day as the     
amount of master trust principal receivables varies. When a series begins       
to amortize or accumulate, the Investor Interest of the series will decline     
as principal payments are made - or accumulated for future payment - to         
certificateholders. The Transferor Interest will increase to reflect this       
decrease in the Investor Interest.                                              

The Transferor Interest may be reduced through the issuance of a
new series as described below under "--Issuing New Series of Certificates."     
The Transferor Interest may also be reduced, however, if:                       

  o      the servicer adjusts the amount of principal receivables in
        the master trust for particular charge-offs from principal
        receivables used to calculate the Transferor Interest; and

o      the Transferor enters into a participation or other      
        agreement with another person who purchases an interest in
the Transferor Certificate.                       

See "Chase USA's Representations and Warranties," "--Rebates and
Fraudulent Charges" and "--Application of Collections" for other                
discussions on how the Transferor Interest may be reduced.                      

Issuing New Series of Certificates                                              

The Pooling and Servicing Agreement provides that Chase USA, as 
owner of the Transferor Certificate, may from time to time exchange the         
current Transferor Certificate for a new Transferor Certificate and the         
issuance of a new series of certificates. Each exchange of this form would      
decrease the Transferor Interest and increase the Investor Interest. The        
Transferor Certificate and an existing series of certificates may also be       
exchanged for a new Transferor Certificate and a new series of                  
certificates.                                                                   

   Each new series may have a maturity date, principal payment method,
interest rate calculation method or other terms different from any other        
outstanding series. Each new series may also have credit enhancement            
available only to that series. Under the Pooling and Servicing Agreement,       
the Master Trust Trustee holds credit enhancement only for the benefit of       
the related series.                                                             

For Chase USA to exchange the Transferor Certificate for a new  
series, Chase USA must:                                                         

  o      notify the Master Trust Trustee at least five business days
in advance of the exchange;                       

  o      receive written confirmation from each Rating Agency rating
        an outstanding series of certificates that issuing the new
  series of certificates will not cause a downgrade or
      withdrawal of any outstanding rating of certificates and
notes.                                            

o      deliver to the Master Trust Trustee a Series Supplement  
describing the principal terms of the series;     

 o      receive a Tax Opinion that issuing the new series will not
       have adverse tax consequences for any outstanding series;

o      deliver to the Master Trust Trustee an executed credit   
          enhancement contract, if required under the terms of the new
series;                                           

o      deliver an officer's certificate stating that there are  
   enough receivables in the master trust to support all
existing series and the new one; and              

  o      deliver to the Master Trust Trustee the existing Transferor
    Certificate and, if they are also to be exchanged, the
certificates representing an existing series.     

After satisfaction of these conditions and any other conditions set forth       
in the Pooling and Servicing Agreement, the Master Trust Trustee will           
cancel the existing Transferor Certificate and issue a new Transferor           
Certificate and a new series of certificates.                                   

  The Pooling and Servicing Agreement also allows the Transferor, in
addition to the exchanges or new issuances described above, to transfer its     
interest in all or a portion of the Transferor Certificate, provided that       
before the transfer:                                                            

  o      the Master Trust Trustee receives written notification from
       each Rating Agency that the transfer will not result in a
         lowering of its then existing rating of the certificates of
any outstanding series rated by it and            

o      the Master Trust Trustee receives a Tax Opinion.         

Interest Allocations                                                            

For each series of certificates and each related class, interest
will accrue from the date specified in the applicable supplement, on the        
outstanding principal amount of the series or class at the applicable           
certificate interest rate. Each certificate interest rate may be fixed,         
floating or any other type of rate. Interest will be distributed to             
certificateholders in the amounts and on the Distribution Dates specified       
in the related supplement.                                                      

 Interest payments made on each Distribution Date to a series will
be funded from:                                                                 

o      collections of finance charges allocated to the series'  
      Investor Interest during the preceding Monthly Period or
Monthly Periods;                                  

o      investment earnings, if any, on any funds held in master 
trust bank accounts;                              

o      any credit enhancement, to the extent described in the   
related supplement; and                           

  o      any derivative counterparty, to the extent described in the
related supplement.                               

If interest payments will be made less frequently than monthly, an Interest     
Funding Account may be established to accumulate the required interest          
amount. If a series has more than one class of certificates, that series        
may have more than one Interest Funding Account.                                

Your class of certificates will pay interest on the dates and at
the interest rate specified in the attached supplement. If your                 
certificates bear interest at a floating or variable rate, the attached         
supplement will describe how that rate is calculated. For each Series           
Certificate, the related supplement will describe how interest is               
calculated.                                                                     

Principal Allocations                                                           

  Each series of certificates will be scheduled to receive principal
in a single payment, or in installments beginning on the Principal              
Commencement Date for the series. If a series has more than one class of        
certificates, a different Principal Commencement Date or scheduled              
principal payment date may be assigned to each class. The related               
supplement will set forth when each series and class of certificates is         
expected to receive principal.                                                  

 Generally, each series will begin in the Revolving Period, during
which no principal will be paid to any class of the series. Collections of      
principal receivables allocated to a series in its Revolving Period will be     
available, if specified in the related supplement, to other series in a         
Group or paid to Chase USA as holder of the Transferor Certificate.             

Each series or class of certificates will use one or more of the
following principal payment methods:                                            

o       principal amortization;                                 
o       controlled amortization;                                
o       rapid amortization;                                     
o       controlled accumulation; and                            
o       rapid accumulation.                                     

 One of the principal payment methods named above will commence at
the end of the Revolving Period and continue until:                             

o       the Distribution Date on which the Investor Interest for
the class or series is repaid;                  

     o       the date on which another principal payment method begins; or

o       the Series Termination Date.                            

   Each method involving accumulation will make periodic deposits into
a Principal Funding Account. At the end of the accumulation period, the         
amount in the Principal Funding Account will be paid to certificateholders      
of the related class or series.                                                 

 Each method involving amortization will make periodic payments of
principal allocated to the series or class to certificateholders. The           
frequency of payments will be specified in the related supplement, but in       
the event of rapid amortization payments will always be made monthly.           

 Descriptions of principal payment methods are found in Exhibit I.

If your class of certificates is subordinated to more senior    
classes, you will receive payments of principal only after the more senior      
classes are fully repaid.                                                       

 For a Series Certificate held by an owner trust, the Master Trust
Trustee will transfer principal payments on the Series Certificate to the       
owner trust. The related supplement will set forth how these payments will      
be made to noteholders.                                                         

You may begin to receive payments of principal earlier or later 
than expected. See "Maturity Considerations" for a discussion of how this       
might occur.                                                                    

                                                        [Enlarge/Download Table]


Table I:   Descriptions of Principal Payment Methods                                                                            

                  Principal                Controlled                 Rapid                Controlled               Rapid       
                Amortization              Amortization             Amortization           Accumulation          Accumulation    
                ------------              ------------             ------------           ------------          ------------    

                                                                                                                                
Begins          Principal               Principal                On first occurrence    Adjustable date,     On first occurrence
                Commencement Date       Commencement Date        of a Pay Out Event     set in related       of a Rapid         
                for series or class     for series or class                             supplement           Accumulation Event 
                                                                                                             for series or class
After           Revolving Period        Revolving Period         Any other period       Revolving Period     Revolving Period   
                Controlled              Controlled amortization                         Controlled amorti-   Controlled         
                amortization for        for another class                               zation for another   amortization for   
                another class           Controlled accumulation                         Controlled accumu-   another class      
                Controlled              for another class                               lation class for     Controlled         
                accumulation for        Rapid accumulation for                          another class  for   accumulation for   
                another class           another class                                   Rapid accumulation   another class      
                Rapid accumulation                                                                           Rapid accumulation 
                for another class                                                                            for another class  

Cannot Begin    Rapid amortization      Rapid amortization       N/A                    Rapid amortization   Rapid amortization 
After                                                                                   Rapid accumulation                      

Ends            Upon first to occur     Upon first to occur   Upon first to occur of:   Upon first to occur  Upon first to occur
                of: Repayment of        of: Repayment of      Repayment of series       of: Repayment of     of: Repayment of   
                series or class         series or class       Series Termination Date   series or class      series or class    
                Beginning of rapid      Beginning of rapid                              Beginning of rapid   Beginning of rapid 
                amortization            amortization                                    amortization         amortization       
                Series Termination      Series Termination                              Beginning of rapid   Series Termination 
                Date                    Date                                            accumulation         Date               
                                                                                        Series Termination                      
                                                                                        Date                                    

Amount Paid     Principal allocated to  Controlled Amorti-    Principal allocated to    Controlled Deposit   Principal allocated
                class or series (no     zation Amount         class or series (no more  Amount deposited     to class or series 
                more than initial                             than initial Investor     each period, then    deposited each     
                Investor Interest)                            Interest)                 paid to              period (no more    
                                                                                        certificateholders   than initial       
                                                                                        when period ends     Investor Interest),
                                                                                                             then paid to       
                                                                                                             certificateholders 
                                                                                                             on scheduled       
                                                                                                             payment date       

Applies to      Specific class          Specific class            Entire series         Specific class       Specific class     

Additional                              Controlled Amortization   Pay Out Events as     Controlled Deposit   Rapid Accumulation 
Information                             Amount as set forth in    set forth in the      Amount as set forth  Events as set forth
                                        related supplement        related supplement    in related           in the related     
                                                                                        supplement; subject  supplement         
                                                                                        to adjustment                           

Transfer and Assignment of Receivables                                          

The master trust has all right, title and interest in and to the
receivables in accounts designated as master trust accounts, as well as all     
future receivables created in these accounts. Chase USA, as Transferor, has     
indicated on its computer files which accounts are designated as master         
trust accounts. When new accounts are designated for inclusion in the           
master trust, Chase USA will provide a complete list of these additional        
accounts to the Master Trust Trustee and Chase USA will file, on behalf of      
the master trust, UCC financing statements meeting the requirements of          
state law. Except as noted above, Chase USA will take no other steps to         
identify receivables in master trust accounts.                                  

Chase USA's Representations and Warranties                                      

When the master trust issues a new series of certificates, Chase
USA, as Transferor, will make several representations and warranties to the     
master trust, including the following:                                          

o      as of the Closing Date, Chase USA has the authority to   
consummate the issuance; and                      

o      as of the initial account selection date or the date each
       account was added to the master trust, it was an Eligible
Account.                                          

If a representation or warranty made by Chase USA on the Closing Date is        
later found to be materially incorrect when made, and                           

o      certificateholders of your series had been materially and
  adversely affected for a period of at least 60 days,

o      notice had been given to Chase USA and                   

o      the condition persists beyond the date set forth in that 
notice,                                           

a Pay Out Event for your series can be declared by the Master Trust             
Trustee, or by certificateholders representing at least 50% of your series'     
outstanding Investor Interest. Declaring a Pay Out Event will automatically     
begin rapid amortization of principal.                                          

Chase USA will make other representations and warranties,       
including:                                                                      

o      the Pooling and Servicing Agreement constitutes a legal, 
         valid and binding obligation enforceable against Chase USA;
and                                               

o      the master trust has all right, title and interest in the
      receivables in the Master Trust Portfolio or has a first
        priority perfected security interest in these receivables.

If either of these representations and warranties is ever breached, Chase       
USA might be required to accept reassignment of the entire Master Trust         
Portfolio. Certificateholders representing 50% or more of all of the master     
trust's outstanding series' Investor Interest may vote to give Chase USA 60     
or more days to cure the breach. If, at the end of this time, the breach has    
not been cured, Chase USA:                                                      

  o      will be obligated to accept retransfer of the entire Master
Trust Portfolio, and                              

o      will pay into the master trust's Principal Account on the
        next Distribution Date a cash sum equal to the outstanding
          Investor Interest and any accrued and unpaid interest due as
of that date.                                     

This will constitute payment in full of the aggregate Investor Interest.        
Reassignment of the Master Trust Portfolio to Chase USA is the only remedy      
to any breach of these representations and warranties.                          

 Chase USA makes representations and warranties in the Pooling and
Servicing Agreement concerning master trust accounts and the receivables in     
the Master Trust Portfolio. Only Eligible Accounts can be designated as         
master trust accounts. Chase USA can give you no assurance that Eligible        
Accounts will remain eligible once added to the master trust.                   

  Chase USA also represents that each receivable in the Master Trust
Portfolio is an Eligible Receivable when created. If a receivable is found      
to be ineligible when created, and this receivable is charged-off as            
uncollectible or the master trust's rights to the receivable are impaired,      
Chase USA must accept reassignment of the principal amount of this              
ineligible receivable. The Master Trust Trustee may allow Chase USA a           
period of time to cure the ineligibility before requiring reassignment.         
Chase USA will accept reassignment by directing CMB, as servicer, to deduct     
the principal amount of the ineligible receivable from the Transferor           
Interest. If this would make the Transferor Interest a negative number,         
Chase USA will make a cash deposit in the master trust's Principal Account      
in the amount by which the Transferor Interest would have been negative.        
Any deduction or deposit is considered a repayment in full of the               
ineligible receivable. Chase USA's obligation to accept reassignment of any     
ineligible receivable is the only remedy to any breach of a representation      
or warranty concerning eligibility of receivables.                              

  The attached supplement may specify additional representations and
warranties made by Chase USA when your securities are issued. The Master        
Trust Trustee is not required to make periodic examinations of receivables      
in the Master Trust Portfolio or any records relating to them. However,         
CMB, as servicer, will deliver to the Master Trust Trustee once each year       
an opinion of counsel affirming, among other things, that no further action     
is necessary to maintain the master trust's perfected security interest in      
the receivables.                                                                

Addition of Master Trust Assets                                                 

   Chase USA has the right to designate, from time to time, additional
accounts to be included as master trust accounts. As described above under      
"The Receivables," Chase USA may also be obligated, from time to time, to       
designate new accounts to be included as master trust accounts.                 

Each new account must be an Eligible Account at the time of its 
designation. However, new accounts may not be of the same credit quality as     
existing master trust accounts.                                                 

Chase USA is also permitted to add Participations to the master 
trust from time to time. These Participations must be undivided interests       
in a pool of assets primarily consisting of receivables arising under           
consumer credit card accounts owned by Chase USA. To amend the Pooling and      
Servicing Agreement so that a Participation may be added to the master          
trust without certificateholder consent, the following must occur:              

o      Chase USA must deliver an officer's certificate to the   
          Master Trust Trustee stating that, in Chase USA's reasonable
       belief, adding the Participation will not have a material
  adverse effect on certificateholders' interests; and

o      the amendment allowing addition of the Participation will
       not result in a downgrade or withdrawal of any ratings of
any outstanding series of certificates.           

The SEC currently requires that any Participations added to the master          
trust be registered under the Securities Act.                                   

The Pooling and Servicing Agreement allows Chase USA to add     
accounts to the master trust automatically upon satisfaction of several         
conditions, including:                                                          

o      each account must be an Eligible Account;                

   o      Chase USA must not have designated the account as an account
not to be added;                                  

o      each new account was selected for inclusion in the master
trust through a selection process not harmful to  
certificateholders' interests; and                

o      as of the addition date, Chase USA is not insolvent.     

   In addition to the Participation addition requirements noted above,
Chase USA must satisfy several conditions to add Participations and - if        
accounts are not being added automatically - accounts to the master trust,      
including:                                                                      

o      notice to the Master Trust Trustee, each Rating Agency   
    rating an outstanding series of securities and CMB, as
servicer;                                         

o      delivery and acceptance by the Master Trust Trustee of   
  written assignment of receivables in new accounts or
Participations to the master trust;               

 o      delivery of a computer file or microfiche list with a list
of all new accounts or Participations;            

o      representation from Chase USA that, on the addition date,
          each new account is an Eligible Account and was selected for
       inclusion in the Master Trust through a selection process
not harmful to certificateholders' interests;     

  o      as of the addition date, representation from Chase USA that
Chase USA is not insolvent; and                   

o      if specified in any prospectus supplement, receipt of    
         confirmation from each Rating Agency that the addition will
       not result in a downgrade or withdrawal of any ratings of
any outstanding series of certificates or notes.  

Chase USA expects to file a report on Form 8-K with the SEC on any addition     
of assets to the master trust not related to an automatic account addition.     

Removal of Master Trust Assets                                                  

  Chase USA has the right to remove accounts and Participations from
the master trust, subject to several conditions, including an officer's         
certificate from Chase USA confirming:                                          

  o      that removing the accounts or Participations will not cause
a Pay Out Event for any outstanding series;       

 o      that Chase USA has delivered to the Master Trust Trustee a
list of accounts or Participations to be removed; 

o      that Chase USA represents that the accounts to be removed
      were not selected through a selection process harmful to
certificateholders' interests;                    

o      receipt of confirmation from each Rating Agency that the 
         removal will not result in a downgrade or withdrawal of any
         ratings of any outstanding series of certificates or notes;

o      that the post-removal amount of receivables in the Master
     Trust Portfolio will meet the minimum requirements; and

o      that unless a series has just been repaid, principal     
         receivables in removed accounts or Participations as of the
          removal date will not exceed 5% of the aggregate outstanding
  principal receivables in the Master Trust Portfolio.

Chase USA may remove any account from the master trust, at any time and         
with no required representations, approvals or consents, if the account has     
a zero balance.                                                                 

Discount Option                                                                 

 Chase USA, has the option to reclassify a percentage of Principal
Receivables in the Master Trust Portfolio as Finance Charge Receivables.        
This is referred to as the Discount Option. Chase USA may use the Discount      
Option to compensate for a decline in the Portfolio Yield, but only if          
there would be sufficient Principal Receivables to allow for that               
discounting. The designation of Principal Receivables as Finance Charge         
Receivables would result in a larger amount of Finance Charge Receivables       
and a smaller amount of Principal Receivables. By doing so, Chase USA would     
reduce the likelihood that a Pay Out Event would occur as a result of a         
decreased Portfolio Yield, and at the same time will increase the               
likelihood that Chase USA will have to add Principal Receivables to the         
master trust.                                                                   

If the Discount Percentage is greater than zero, an amount of   
master trust principal collections for each Monthly Period equal to:            

(the Discount Percentage) X (total principal collections allocable    
to the master trust)                                                

will be considered finance charge collections and allocated with regular        
collections of finance charge receivables in the Master Trust Portfolio.        

To exercise the Discount Option, Chase USA must satisfy the     
conditions in the Pooling and Servicing Agreement, including confirmation       
from each Rating Agency that the use of the Discount Option will not result     
in a downgrade or withdrawal of any ratings of any outstanding series of        
certificates or notes.                                                          

Master Trust Bank Accounts                                                      

The Master Trust Trustee has established and maintains the      
following bank accounts on behalf of all series issued from the master          
trust:                                                                          

o       the Principal Account,                                  
o       the Finance Charge Account,                             
o       the Collection Account,                                 
o       the Excess Funding Account and                          
o       one or more Distribution Accounts.                      

CMB, as Paying Agent, has the revocable right to withdraw funds from the        
Distribution Accounts to make distributions to certificateholders.              

   The Master Trust Trustee may establish, as set forth in the related
supplement, additional bank accounts for each series, including:                

o      the Interest Funding Account,                            
o      the Principal Funding Account and                        
o      the Pre-Funding Account.                                 

All of these bank accounts must be established with an Eligible 
Institution, which may include:                                                 

o      CMB, as the                  ;                           

o      a depository institution, which may be the Master Trust  
      Trustee or an affiliate, organized under the laws of the
       United States or any one of its states which at all times

             -      has a certificate of deposit rating of "P-1" by Moody's,

          -      has either a long-term unsecured debt rating of "AAA"
                  by S&P or a certificate of deposit rating of "A-1+" by
S&P and                             

-      is a member of the FDIC; or                

o      any other institution acceptable to all Rating Agencies  
rating any outstanding series.                    

Funds on deposit in any of these master trust bank accounts are 
invested in permitted investments, which generally include:                     

o      U.S. government debt;                                    

o      deposits at financial institutions having a rating in    
Moody's and S&P's highest rating category;        

o      commercial paper having a rating in Moody's and S&P's    
highest rating category;                          

o      banker's acceptances from the highest-rated financial    
institutions;                                     

o      some repurchase agreements; and                          

  o      any other investments which convert to cash within a finite
    period, if agreed to by the Rating Agencies rating the
related series.                                   

Deposits in series-specific bank accounts are for the benefit of the            
related series, and the related supplement may set forth differing              
permitted investments for amounts in these series-specific bank accounts.       

Companion Series                                                                

   The Series Certificate may be paired with a Companion Series in the
future. The issuance of a Companion Series is subject to the conditions         
described above in "--Issuing New Series of Certificates," including the        
condition that the Rating Agencies confirm that the issuance of a Companion     
Series will not have a negative impact on the ratings of outstanding series     
of certificates or notes.                                                       

A Companion Series may be funded with either a deposit to a     
pre-funding account funded by the sale of the Companion Series or may have      
a variable principal amount. Any pre- funding account would be for the          
benefit of the Companion Series and not for your benefit.                       

 As principal is allocated to the Series Certificate, the Investor
Interest of the Companion Series will increase and either:                      

o      an equal amount of funds on deposit in the pre-funding   
account will be released to Chase USA, or         

o      an interest in the variable funding certificate that is  
        equal to the principal allocated to the Series Certificate
        will be sold and the proceeds will be distributed to Chase
USA.                                              

We cannot assure you that terms of a Companion Series will not have an          
adverse impact on the timing or amount of payments allocated to the Series      
Certificate. In particular, if a rapid amortization or rapid accumulation       
occurs for a Companion Series while the Series Certificate is outstanding,      
the percentage of receivables allocated to the Series Certificate may be        
reduced if the terms of the supplement relating to the Companion Series         
required that the Companion Series also receive its share of principal          
collections. In addition, if a rapid amortization or rapid accumulation         
occurs for a Series Certificate, the percentage of receivables allocated to     
the Companion Series may be reduced until the Series Certificate is paid in     
full. See "Description of the Certificates--Funding Period" for more            
discussion on Companion Series.                                                 

Funding Period                                                                  

For any series of certificates, principal receivables may not be
available in the amount of the issued certificates. If this occurs, the         
initial Investor Interest will be less than the certificate principal           
amount. In this case, the related supplement will set forth the terms of        
the Funding Period, which is the period from the series' Closing Date to        
the earlier of:                                                                 

o      the date the series' Investor Interest equals the        
certificate principal amount; and                 

o      the date specified in the related supplement.            

During the Funding Period, the series amount not invested in    
receivables will be maintained in the Pre-Funding Account. On the Closing       
Date, this amount may be up to 100% of the certificate principal amount.        
The Investor Interest will increase as new receivables are conveyed to the      
master trust or as the Investor Interests of other series are reduced. The      
Investor Interest may decrease due to charge-offs allocated to the series.      

During the Funding Period, funds on deposit in the Pre-Funding  
Account will be paid to Chase USA as the Investor Interest increases. If        
the Funding Period does not end by the date specified in the related            
supplement, any amount remaining in the Pre-Funding Account will be repaid      
to certificateholders. This type of event may also cause repayment of other     
amounts to certificateholders, as set forth in the related supplement.          

 The prospectus supplement for a series with a Funding Period will
set forth:                                                                      

o      the initial Investor Interest;                           

   o      the full Investor Interest, which is the initial certificate
principal balance;                                

    o      the date on which the series Investor Interest is expected to
equal the full Investor Interest;                 

o      when the Funding Period will end; and                    

o      what other events, if any, will occur if the end of the  
         Funding Period is reached before the full Investor Interest
is funded.                                        

A Companion Series may use a Funding Period to pair a new series
with an existing series in, or about to begin, principal amortization or        
accumulation. As the Investor Interest for the existing series decreases,       
the Investor Interest for the Companion Series will increase. If either the     
existing series or the Companion Series experiences a Pay Out Event before      
the Companion Series has reached its full Investor Interest, the Investor       
Percentages for the two series may be reset as described in the related         
supplements. This could have an effect on the allocation of principal           
collections to one or both series. We can give you no assurance, if your        
series is paired with a Companion Series, that the terms of the Companion       
Series will have no impact on the timing or amount of payments made to          
certificateholders of your series.                                              

Investor Percentage and Transferor Percentage                                   

 From the amounts allocated to the master trust, CMB, as servicer,
will allocate finance charge collections, principal collections and             
receivables in defaulted accounts to:                                           

o      each series;                                             
  o      if a series has multiple classes, each class of the series;
o      the Transferor Interest; and                             
     o      if the related supplement so states, to any credit enhancement
providers.                                        

All allocations of these amounts will be made through the respective            
Investor Percentages for each series, the Transferor Percentage and, where      
appropriate, the Credit Enhancement Percentage. The related supplements         
will set forth how the Investor Percentages are calculated and, if a series     
has multiple classes, how allocations will be made among classes.               

The Transferor Percentage is, in all cases, equal to:                           

        100% - (all Investor Percentages for outstanding series) -
         (all Credit Enhancement Percentages for outstanding series)

Application of Collections                                                      

  Except in the circumstance described below, CMB, as servicer, must
deposit into the Collection Account, no later than two days after               
processing, all payments made on receivables in the Master Trust Portfolio.     
CMB must also allocate these deposits between accounts and to various           
parties, as described below. However, CMB will be able to make these            
deposits on a monthly or other periodic basis if one of the following is        
true:                                                                           

o      all Rating Agencies rating an outstanding series agree in
       writing that CMB does not need to make daily deposits; or

o      CMB has a short-term rating of "P-1" from Moody's, a     
       short-term rating of "A-1" from S&P and deposit insurance
from the Bank Insurance Fund.                     

CMB must make daily or periodic deposits to the Collection Account only to      
the extent that the funds are needed for deposit into other bank accounts       
or distribution to certificateholders or other parties. If the Collection       
Account balance ever exceeds this amount for deposit or distribution, CMB       
will be able to withdraw the excess.                                            

 Each time a Collection Account deposit is made, CMB will withdraw
the following amounts and apply them as indicated:                              

  o       Transferor Interest and Principal. The Transferor Percentage
          of deposits of principal and finance charge collections will
       be paid or held for payment to Chase USA as holder of the
        Transferor Certificate. However, if the Minimum Transferor
      Interest exceeds the Transferor Interest on the relevant
        date of processing, principal collections up to the amount
         of such excess otherwise payable to the Transferor Interest
    will be deposited to the Principal Account, the Excess
        Funding Account, or paid to series of certificates, as set
forth in the Pooling and Servicing Agreement.     

o      Investor Finance Charges. For each series, the relevant  
       Investor Percentage of finance charge collections will be
          deposited into the Finance Charge Account for allocation and
  distribution as set forth in the related supplement.

  o      Investor Principal. Each series will be allocated a varying
   share of principal collections based on the principal
distribution status of the series as follows      

           -      if the series is in the Revolving Period, the Investor
                Percentage of principal collections allocated to the
                 series will be invested or held for investment in new
receivables;                        

   -      if the series is in controlled accumulation or
               controlled amortization, the Investor Percentage of
                 principal collections allocated to the series will be
              available to fund the relevant period's controlled
                 deposit amount or controlled amortization amount; and

        -      if the series is in principal amortization or rapid
              amortization, the Investor Percentage of principal
                 collections allocated to the series will be deposited
          into the Principal Account for distribution as
provided in the related supplement. 

          As described in the related supplement, other series may use
          principal collections not required by a series in any period
          to make deposits or distributions. If the Minimum Transferor
      Interest exceeds the Transferor Interest on the relevant
        date of processing, principal collections allocated to but
      not needed by a series, up to the amount of such excess,
will be deposited to the Principal Account, the   
Excess Funding Account, or paid to other series of
     certificates, as set forth in the Pooling and Servicing
Agreement.                                        

  If a series of certificates has more than one class, principal and
finance charge collections allocated to the series will be further              
allocated and applied to each class as set forth in the related supplement.     

Principal collections allocated to a series but not required for
deposit or distribution may be shared with other series. The related            
supplement will set forth the manner and priority of any principal sharing.     
See "--Shared Principal Collections" for more information.                      

  Principal collections not paid to Chase USA because the Transferor
Interest is less than the Minimum Transferor Interest will be held in the       
Principal Account and paid to Chase USA when the Transferor Interest is         
again at least equal to the Minimum Transferor Interest. Amounts so             
deposited in the Principal Account will be allocated as regular principal       
collections to series in their accumulation or amortization periods, as set     
forth in the related supplements.                                               

Shared Excess Finance Charge Collections                                        

  If a series is in a Group, finance charge collections allocated to
the series in excess of the amount needed to make deposits or payments may      
be shared with other series in the Group. If one series requires more           
finance charge collections than allocated through its Investor Percentage,      
it will have access to all of these shared excess finance charge                
collections in other series in its Group. If two or more series require         
more finance charge collections, excess finance charge collections in the       
Group will be shared between the series in the manner and priority set          
forth in the related supplements.                                               

Shared Principal Collections                                                    

 If a series is allocated principal in excess of the amount needed
for deposit or distribution, this excess amount will be available to make       
principal payments or deposits required by other series. These shared           
principal collections may be limited to series within a Group. If principal     
collections allocated to a series are shared with another series, the           
Investor Interest for the series from which collections were shared will        
not be reduced.                                                                 

Default Allocations                                                             

Each month, Master Trust Portfolio principal receivables in     
defaulted accounts will be allocated to each series based on each series'       
Investor Percentage. Defaulted accounts are Accounts which were written off     
by the servicer as uncollectible. The default amount allocated to each          
series will, if the series has multiple classes of certificates, be further     
allocated to each class.                                                        

Rebates and Fraudulent Charges                                                  

      CMB may adjust the amount of principal receivables in the Master Trust
Portfolio because of:                                                           

o      a rebate or refund to a cardholder;                      
o      merchandise refused or returned by a cardholder; and     
o      fraudulent or counterfeit charges.                       

The Transferor Interest will be reduced - net of the creation of new            
receivables - by the adjustment amount. If reducing the Transferor Interest     
would cause it to be less than the Minimum Transferor Interest, Chase USA,      
as Transferor, will be required to pay the deficient amount into the Excess     
Funding Account.                                                                

Investor Charge-Offs                                                            

Each month, principal receivables in defaulted accounts will be 
allocated to each series. Allocated default amounts will reduce each            
series' Investor Interest, unless these defaulted amounts are reimbursed        
through payment of finance charge collections or other amounts, as set          
forth in each series' supplement. Reducing a series' Investor Interest          
through allocation of default amounts is called an Investor Charge-Off. The     
Investor Interest can be increased through reimbursement of Investor            
Charge-Offs, which can happen in any Monthly Period where finance charge        
collections are available for that purpose.                                     

If your series has multiple classes, Investor Charge-Offs will  
generally be applied to subordinate classes first. If you own a subordinate     
class of certificates, your Investor Interest could be reduced before other     
classes are affected. The attached supplement describes how Investor            
Charge-Offs are allocated to your class and any other classes.                  

Defeasance                                                                      

Some series may provide that Chase USA, as Transferor, may set  
aside with the Master Trust Trustee funds adequate to make all future           
interest and principal payments on a series of certificates. This will end      
Chase USA's responsibilities to that series. Chase USA will not be able to      
do this without an opinion of counsel that:                                     

 o      this will not alter the tax treatment of the series or the
master trust; and                                 

o      this will not cause the master trust to become subject to
         regulation as an "investment company" within the meaning of
the Investment Company Act of 1940, as amended.   

The related supplement will set forth if and how Chase USA may  
defease a series.                                                               

Optional Repurchase                                                             

For each series, Chase USA has the option to repurchase the     
remaining Investor Interest when the series' total outstanding Investor         
Interest is no more than 5% of the Investor Interest on the series' Closing     
Date. The repurchase price must be for:                                         

  o      the dollar amount of all of the remaining Investor Interest
     - less any amount on deposit in an associated Principal
    Funding Account - plus any accrued and unpaid interest
through the repurchase date or                    

o      a different optional repurchase price set forth in the   
related supplement.                               

Final Payment of Principal; Series Termination                                  

Each series will end on the earliest to occur of:               

 o      the date on which the series' Investor Interest is reduced
to zero;                                          

   o      the date set forth in the related supplement as the last day
    on which interest and principal will be distributed to
       certificateholders, referred to as the Series Termination
Date; and                                         

o      the date on which the master trust terminates.           

If the Investor Interest is greater than zero on the Series Termination         
Date, CMB or the Master Trust Trustee may be required to sell receivables       
in an amount sufficient to repay the outstanding Investor Interest.             

Pay Out Events                                                                  

 For each series issued from the master trust, occurrence of a Pay
Out Event will begin rapid amortization of principal. Rapid amortization of     
principal will interrupt and replace the Revolving Period or any other form     
of principal amortization or accumulation. A Pay Out Event will occur for       
all series issued from the master trust if any one of the following occurs:     

o      Chase USA, as Transferor, is insolvent or enters         
receivership;                                     

 o      Chase USA is unable for any reason to transfer receivables
          to the master trust as required by the Pooling and Servicing
Agreement; or                                     

o      the master trust becomes subject to regulation as an     
       "investment company" within the meaning of the Investment
Company Act of 1940, as amended.                  

Each series may, in the related supplement, specify additional Pay Out          
Events applicable only to that series.                                          

If Chase USA, as Transferor, voluntarily begins liquidation or a
receiver is appointed for Chase USA, Chase USA will                             

o      immediately stop transferring receivables to the master  
trust, and                                        

o      promptly notify the Master Trust Trustee of the event.   

Within 15 days the Master Trust Trustee will publish a notice, stating that     
the Master Trust Trustee intends to liquidate the receivables in the Master     
Trust Portfolio in a commercially reasonable manner. The Master Trust           
Trustee will liquidate the receivables unless instructed to do otherwise by     
certificateholders representing a majority of the outstanding Investor          
Interest, or by Chase USA's conservator or receiver. The conservator or         
receiver may have the power to cause or prevent an early sale of master         
trust assets. Any early sale of these assets could cause early repayment of     
outstanding certificates.                                                       

Rapid amortization begins immediately when any Pay Out Event    
occurs. If rapid amortization begins for your series before the scheduled       
payment date on your certificates, you could begin receiving principal          
distributions earlier than expected, which may shorten the                      
average life of your investment.                                                

Servicing Compensation                                                          

 CMB, as servicer, receives a fee for its servicing activities and
reimbursement of expenses incurred in administering the master trust. This      
servicing fee accrues for each outstanding series, in the amounts and           
calculated on the balances as set forth in the related supplement. Each         
series' servicing fee is payable each period from collections of finance        
charge receivables allocated to the series; some series, however, may           
direct all or a portion of Interchange toward paying the servicing fee. In      
series with multiple classes of certificates, each class will be                
responsible for a portion of the series' servicing fee. Neither the master      
trust nor certificateholders are responsible for any servicing fee              
allocable to the Transferor Interest.                                           

The Servicer                                                                    

The servicer is responsible for servicing and administering     
receivables in the Master Trust Portfolio. CMB, currently the servicer, has     
delegated some of its servicing duties to FDR and substantially all of its      
remaining duties to Chase USA. The servicer is required to maintain             
insurance coverage against losses through wrongdoing of its officers and        
employees who service receivables.                                              

Servicer Default                                                                

The Pooling and Servicing Agreement and any Series Supplement   
specify the duties and obligations of the servicer. A failure by the            
servicer to perform its duties or fulfill its obligations can result in a       
Servicer Default.                                                               

Servicer Defaults include:                                      

o      failure by the servicer to make any payment, transfer or 
          deposit, or to give instructions to the Master Trust Trustee
  to do so, on the required date under the Pooling and
        Servicing Agreement or any Series Supplement or within the
     applicable grace period not exceeding 10 business days;

o      failure on the part of the servicer to observe or perform
     any of its other covenants or agreements if the failure

           -      materially adversely affects certificateholders of any
                    series issued and outstanding under the master trust and

       -      continues unremedied for a period of 60 days after
                written notice and continues to materially adversely
affect those certificateholders; or 

     the delegation by the servicer of its duties, except as
    specifically permitted under the Pooling and Servicing
Agreement and any Series Supplement;              

o      any representation, warranty or certification made by the
      servicer, in the Pooling and Servicing Agreement and any
       Series Supplement, or any certificate delivered under the
      terms of those agreements, proves to have been incorrect
when made if it                                   

           -      materially adversely affects certificateholders of any
                     series issued and outstanding under the master trust, and

          -      continues to be incorrect in any material respect for
        a period of 60 days after written notice and
          continues to materially adversely affect those
certificateholders;                 

   o      specific events of bankruptcy, insolvency or receivership of
the servicer; or                                  

o      any other event specified in the related supplement.     

If a Servicer Default occurs, the Master Trust Trustee or       
certificateholders representing a majority of the aggregate outstanding         
Investor Interest may remove CMB as servicer to the master trust and            
appoint a new servicer. If a new, eligible servicer is not appointed or has     
not accepted appointment by the time CMB - or a successor servicer has          
ceased to act as servicer, the Master Trust Trustee will become the             
servicer. If the Master Trust Trustee is legally unable to act as successor     
servicer, then Chase USA has the right to purchase all receivables in the       
Master Trust Portfolio at a price approved by the Master Trust Trustee.         

   Chase USA's rights and obligations as Transferor will be unaffected
by any change in servicer.                                                      

   If a conservator or receiver is appointed for the servicer and this
causes a Servicer Default, the conservator or receiver may have the power       
to prevent a transfer of servicing duties to a successor  servicer.             

Payment of Expenses                                                             

CMB, as  servicer, has agreed to pay some expenses incurred in  
servicing the Master Trust Portfolio, including:                                

o      fees and expenses of the Master Trust Trustee;           

     o      fees and expenses of independent certified public accountants;
and                                               

o      other fees and expenses of the master trust, excluding   
taxes.                                            

Reports to Certificateholders                                                   

   Certificateholders of each series issued from the master trust will
receive reports with information on the series and the master trust. CMB,       
as servicer, will prepare a certificateholder report on each series'            
Distribution Dates, setting forth information as specified in the related       
supplement. If a series has multiple classes, information will be provided      
for each class, as specified in the related supplement.                         

  Periodic information to certificateholders generally will include:

o      the total amount distributed;                            

o      the amount of principal and interest for distribution;   

o      principal collections allocated to the series and to each
class of certificates;                            

o      finance charge collections allocated to the series and to
each class of certificates;                       

  o      the aggregate amount of principal receivables in the Master
Trust Portfolio;                                  

o      the series' Investor Interest amount and the Investor    
      Interest as a percentage of principal receivables in the
Master Trust Portfolio;                           

o      receivables in the Master Trust Portfolio broken out by  
delinquency status;                               

o      aggregate defaults allocated to the series;              

o      Investor Charge-Offs for the series or each class of the 
    series, and any reimbursement of Investor Charge-Offs;

o      the servicing fee due from the series;                   

o      for each series or class, the available amount of credit 
enhancement, if any;                              

o      the "pool factor," which is the ratio of the current     
 Investor Interest to the initial Investor Interest;

o      the Portfolio Yield for the series; and                  

   o      if the series or a class of certificates bears interest at a
       floating rate, information relating to the floating rate.

CMB will also provide an annual summary of distributions to each series by      
January 31 of the succeeding year. This information is intended to help         
certificateholders prepare their tax returns.                                   

Evidence as to Compliance                                                       

The Pooling and Servicing Agreement provides that by March 31 of
each calendar year, CMB, as servicer, will have a firm of independent           
certified public accountants furnish reports showing that, for the prior        
calendar year:                                                                  

   o      the accounting firm has reviewed management's assertion that
          the system of internal control over servicing of securitized
    credit card receivables met the criteria for effective
          internal control as specified by the Committee of Sponsoring
       Organizations of the Treadway Commission, and that in the
         accounting firm's opinion, management's assertion is fairly
stated in all material respects; and              

o      for each outstanding series, the accounting firm has     
        reviewed at least one report prepared by the servicer from
         each quarter of the calendar year, compared the amounts set
       forth in the reports with the servicer's computer reports
and disclosed any discrepancies.                  

   The Pooling and Servicing Agreement also provides that by August 31
of each year, an officer of CMB will forward a signed statement to the          
Master Trust Trustee, stating that the servicer has performed under its         
obligations - as set forth in the Pooling and Servicing Agreement - during      
the prior calendar year, and if there has been a default in the performance     
of any obligation, specifying the nature and status of the default.             

Amendments                                                                      

 The Pooling and Servicing Agreement and any Series Supplement may
be amended by Chase USA, CMB and the Master Trust Trustee, as set forth in      
the Pooling and Servicing Agreement and the relevant Series Supplement.         
These amendments may be made without certificateholder consent to do the        
following:                                                                      

o      cure any ambiguity;                                      

o      revise specific exhibits and schedules;                  

o      correct or supplement any provision which may be         
inconsistent with any other provision; or         

o      to add any necessary provision not inconsistent with the 
existing provisions of the operating documents.   

No amendment may be made without certificateholder consent which in any         
material respect would adversely affect any certificateholder's interest.       

Amendment without certificateholder consent can occur only if:  

  o      CMB, as servicer, furnishes an officer's certificate to the
       Master Trust Trustee, stating that the amendment will not
          materially adversely affect any existing certificateholder's
interest;                                         

  o      the amendment will not cause the master trust to be subject
       to corporate taxation, or have any other negative federal
          income tax effect on the master trust or certificateholders;

   o      each Rating Agency rating an affected series of certificates
       provides written confirmation that the amendment will not
       cause a downgrade or withdrawal of any existing rating of
certificates or notes; and                        

o      the amendment does not do any of the following           

       -      reduce the amount or delay the timing of scheduled
              distributions to certificateholders of any series;

            -      change the manner or method of calculating interest due
to certificateholders of any series;

       -      alter the requirements for calculating the Minimum
           Transferor Interest for any outstanding series;

          -      change the manner in which the Transferor Interest is
calculated; or                      

            -      reduce the percentage of the Investor Interest required
           to consent to proposed changes which do require
certificateholder consent.          

The Pooling and Servicing Agreement may be amended by Chase USA,
CMB and the Master Trust Trustee with the consent of certificateholders         
representing a majority of the Investor Interest which is adversely             
affected by an amendment. Even with consent, these amendments may not occur     
if they:                                                                        

o      reduce the amount of or delay the timing of scheduled    
distributions to certificateholders of any series;

  o      change the manner of calculating the Investor Interest, the
        Investor Percentage or the amount of defaults allocated to
     certificateholders without the consent of each affected
certificateholder; and                            

 o      reduce the percentage of the Investor Interest required to
   consent to any amendment, without the consent of each
affected certificateholder.                       

List of Certificateholders                                                      

Certificateholders representing 10% of the outstanding Investor 
Interest of a series - or any other percentage as set forth in the related      
supplement - may request access to the Master Trust Trustee's current list      
of certificateholders for purposes of communicating with other                  
certificateholders about their rights under the Pooling and Servicing           
Agreement. See "--Form of Your Securities--Book-Entry Registration" and         
"Form of Your Securities--Definitive Securities."                               

The Master Trust Trustee                                                        

 Each series' prospectus supplement will identify the Master Trust
Trustee under the Pooling and Servicing Agreement. Chase USA, CMB and their     
affiliates may from time to time enter into banking and trustee                 
relationships with the Master Trust Trustee, and all three parties may from     
time to time hold certificates in their own names.                              

In addition, where required by local jurisdictions, the Master  
Trust Trustee may appoint a co-trustee or separate trustees of all or any       
part of the master trust. If this occurs, all rights, powers, duties and        
obligations conferred or imposed by the Pooling and Servicing Agreement on      
the Master Trust Trustee will be conferred or imposed:                          

   o      jointly on the Master Trust Trustee and any separate trustee
or co- trustee; or                                

o      where the Master Trust Trustee shall be incompetent or   
   unqualified to perform required acts, singly upon any
separate trustee or co-trustee.                   

In each case, a separate trustee or co-trustee shall exercise and perform       
these rights, powers, duties and obligations solely at the direction of the     
Master Trust Trustee.                                                           

The Master Trust Trustee may resign at any time. If this occurs,
Chase USA will be obligated to appoint a successor Master Trust Trustee.        
Chase USA may also remove the Master Trust Trustee and appoint a successor      
if:                                                                             

 o      the Master Trust Trustee ceases to be eligible to continue
        in that role under the Pooling and Servicing Agreement; or

o      the Master Trust Trustee becomes insolvent.              

Any resignation or removal of a Master Trust Trustee will not become            
effective until appointment of, and acceptance by, a successor.                 

Master Trust Termination                                                        

The master trust is scheduled to end on the earliest of:        

o      the date the aggregate Investor Interest - including the 
         interest of any credit enhancement provider, if not part of
the Investor Interest - is reduced to zero;       

 o      the date on which all receivables are sold, disposed of or
otherwise liquidated due to insolvency; and       

o      August 31, 2016.                                         

CMB and Chase USA may inform the Master Trust Trustee of a change in the        
master trust termination date, provided that a change may not affect            
existing certificateholders.                                                    

Description of the Notes                                                        

Following is a summary of the material provisions common to all 
series of notes issued through the Indenture and offered by this                
prospectus. The particular terms of your notes are described in the related     
supplement. The summary is qualified in its entirety by references to the       
provisions of your Indenture and related Series Certificate, Deposit and        
Administration Agreement and the Trust Agreement.                               

 An owner trust will issue the notes under an Indenture. The owner
trust will pledge a Series Certificate to the Indenture Trustee to secure       
the payment of the notes. Each owner trust will issue one or more classes       
of notes that may have different maturity dates, interest rates, priorities     
of payments and debt ratings.                                                   

Chase USA will own the residual equity interest in each owner   
trust. Amounts paid to the owner trust as holder of a Series Certificate        
that are not payable in respect of the notes issued by the owner trust and      
not required to be retained in a spread account will be distributed to          
Chase USA.                                                                      

Principal and Interest on the Notes                                             

The related supplement will describe the timing and priority of 
payment, seniority, allocations of losses, Note Rate and amount of or           
method of determining payments of principal and interest on each class of       
notes of your series. Your right to receive payments of principal and/or        
interest may be senior or subordinate to the rights of holders of any other     
class or classes of notes of your series, as described in related               
supplement. Payments of interest on the notes of your series may be made        
prior to payments of principal. The dates for payments of interest and          
principal on the notes of your series may be different from the                 
Distribution Dates for the Series Certificate pledged to secure payment of      
your notes. One or more classes of notes of your series may be redeemable       
in whole or in part under the circumstances described in the related            
supplement, including or when Chase USA exercises its option under the          
Pooling and Servicing Agreement to purchase the related Series Certificate.     

Your notes may have fixed principal payment schedules. In that  
event, you would be entitled to receive on each specified Payment Date the      
applicable amount of principal designated to be repaid, in the manner and       
to the extent described in the related supplement.                              

Payments to all the noteholders of each class will have the same
priority. Under some circumstances, there may not be sufficient amounts         
available to pay the amount of interest which is required to be paid to all     
the noteholders of your class. In that event, you will receive a share,         
based upon the aggregate amount of interest due to your class, of the           
aggregate amount available for distribution of interest on the notes of         
your series.                                                                    

If your series includes two or more classes of notes, the       
sequential order and priority of payment of principal and interest, and any     
schedule or formula or other provisions for determining the amount of           
principal and interest of each class will be described in the related           
supplement. Payments of principal and interest on any class of notes will       
be made equally among all the noteholders of that class based on the            
principal amount of notes held by each noteholder.                              

The Indentures                                                                  

 Your owner trust will issue one or more classes of notes under an
Indenture. A form of Indenture has been filed as an exhibit to the              
Registration Statement relating to the notes.                                   

  Events of Default:  Rights Upon Event of Default.  With respect to
the notes of a given series, "Events of Default" under your Indenture will      
be any of the following:                                                        

  o      the owner trust fails to pay interest or principal when due
and payable;                                      

o      the owner trust becomes subject to regulation as an      
       "investment company" within the meaning of the Investment
Company Act of 1940, as amended;                  

o      specific events of bankruptcy with respect to the owner  
trust; and                                        

o      any other Events of Default described in the related     
supplement.                                       

   During the occurrence of an Event of Default, the Indenture Trustee
or holders of a majority in principal amount of the notes of your series        
may declare the principal of the notes to be immediately due and payable.       
That declaration may be rescinded by the holders of a majority of the notes     
with respect to which the Event of Default has occurred.                        

   If your notes are declared to be due and payable following an Event
of Default, the Indenture Trustee may institute proceedings to collect          
amounts due or foreclose on the owner trust property, exercise remedies as      
a secured party, sell the owner trust property or have the owner trust keep     
the owner trust property and continue to apply collections on the owner         
trust property as if there had been no declaration of acceleration.             
However, the Indenture Trustee is prohibited from selling the owner trust       
property following an Event of Default, unless:                                 

o      the holders of all the notes consent to the sale;        

 o      the proceeds of the sale are sufficient to pay in full the
         principal and the accrued interest on the notes at the date
of the sale; or                                   

   o      there has been an Event of Default arising from a failure to
     make a required payment of principal or interest on the
notes, and the Indenture Trustee                  

    -      determines that the proceeds of the owner trust
                 property would not be sufficient to make all payments
              on the notes when those payments would have become
                due if the obligations had not been declared due and
payable, and                        

        -      obtains the consent of the holders of sixty-six and
                  two-thirds percent of the outstanding principal amount
of the notes.                       

If an Event of Default occurs and is continuing, the Indenture  
Trustee will not be obligated to exercise any of the rights or powers under     
the Indenture at the request or direction of any noteholders, if the            
Indenture Trustee reasonably believes it will not be adequately indemnified     
against the costs, expenses and liabilities which might be incurred by it       
in complying with that request. Subject to the provisions for                   
indemnification and other limitations contained in the Indenture, a             
majority of the noteholders of your series:                                     

  o      will have the right to direct the time, method and place of
      conducting any proceeding or any remedy available to the
Indenture Trustee, and                            

  o      may, in some cases, waive any default with respect to their
notes, except a default                           

-      in the payment of principal or interest or 

 -      in respect of a covenant or provision of the
                Indenture that cannot be modified without the waiver
              or consent of all the holders of the notes of your
series.                             

 The Indenture Trustee's right to sell the Series Certificate will
be subject to restrictions on transferability described in the Series           
Supplement, including a requirement that no more than ninety-nine persons       
hold interests in the master trust (including the Series Certificate) that      
have been issued without an opinion for federal income tax purposes that        
those interests would be treated as debt and limitations on the nature of       
the potential purchasers of the Series Certificate. Examples of these           
limitations are:                                                                

   o      any foreign purchaser must certify that its ownership of the
         Series Certificate is effectively connected with a trade or
business within the United States,                

  o      any potential purchaser that is a partnership, Subchapter S
          corporation or grantor trust for federal income tax purposes
    will be required to represent that its interest in the
 Series Certificate represents less than a specified
percentage of its assets, and                     

  o      a potential purchaser must not be an employee benefit plan,
        a Plan or any entity whose underlying assets include "plan
assets."                                          

   Also, any transfer of the Series Certificate in foreclosure will be
subject to the requirement that each purchaser of an interest in the Series     
Certificate deliver to the Master Trust Trustee and Chase USA an investment     
letter relating to compliance with applicable securities laws and other         
restrictions described in the applicable Series Supplement.                     

You may institute proceedings with respect to the Indenture only
if:                                                                             

o      you have previously given written notice to the Indenture
Trustee that an Event of Default continues;       

o      not less than 25% of the noteholders of your Series have 
        made written request to the Indenture Trustee to institute
  the proceeding in its own name as Indenture Trustee;

  o      you have offered the Indenture Trustee indemnity reasonably
satisfactory to it against the costs, expenses and
     liabilities that may be incurred in complying with that
request;                                          

o      the Indenture Trustee has for 60 days after receipt of   
        notice, request and offer of indemnity failed to institute
the proceeding; and                               

  o      no direction inconsistent with the written request has been
          given to the Indenture Trustee during the 60-day period by a
majority of the noteholders.                      

  The Indenture Trustee and the noteholders, by accepting the notes,
will agree that they will not institute against the owner trust or master       
trust any bankruptcy, reorganization or other proceeding under any federal      
or state bankruptcy or similar law.                                             

The Indenture Trustee, the Owner Trustee in its individual      
capacity, and Chase USA as owner of the equity interest in the owner trust      
will not be personally liable for the payment of the principal of or            
interest on the notes or for the agreements of the owner trust contained in     
the Indenture.                                                                  

Modification of Indenture. The owner trust and the Indenture    
Trustee may, with the consent of the holders of a majority of the notes,        
execute a supplemental indenture to add provisions to, change in any manner     
or eliminate any provisions of, the Indenture, or modify except as provided     
below - in any manner the rights of the noteholders.                            

 Without the consent of each noteholder affected by a change to an
Indenture, a supplemental indenture will not:                                   

 o      change the date of payment of any installment of principal
          of or interest on any note or reduce the principal amount of
          a note, the Note Rate or the redemption price of the note or
          change any place of payment where, or the currency in which,
any note is payable;                              

o      impair the right to institute suit for the enforcement of
      specified provisions of the Indenture regarding payment;

 o      reduce the percentage of the aggregate amount of the notes
   of your series, whose consent is required (a) for any
        supplemental indenture or (b) for any waiver of compliance
   with specified provisions of the Indenture or of some
          defaults under the Indenture and their consequences provided
in the Indenture;                                 

o      modify or alter the provisions of the Indenture regarding
     the voting of notes held by the master trust, any other
       obligor on the notes, Chase USA or an affiliate of any of
them;                                             

   o      reduce the percentage of the aggregate outstanding amount of
        the notes required to direct the Indenture Trustee to sell
or liquidate the owner trust property;            

   o      decrease the percentage of the aggregate principal amount of
       the notes required to amend the sections of the Indenture
        that specify the percentage of the principal amount of the
      notes of your series necessary to amend the Indenture or
other related agreements;                         

o      modify any provisions of the Indenture in a manner which 
          would affect the calculation of the amount of any payment of
interest or principal due on any note; or         

o      permit the creation of any lien equal to the lien of the 
      Indenture with respect to any of the collateral for your
        notes or, except as otherwise permitted or contemplated in
 the Indenture, end the lien of the Indenture on the
       collateral or deprive you of the security provided by the
lien of the Indenture.                            

  The Indenture Trustee may also enter into supplemental indentures,
without obtaining the consent of the noteholders of your series, for the        
purpose of, among other things, adding any provisions to or changing in any     
manner or eliminating any of the provisions of the Indenture or of              
modifying in any manner the rights of its noteholders; provided that:           

o      that action will not materially and adversely affect the 
interest of any noteholder, and                   

o      each Rating Agency will provide confirmation that as a   
      result of the change, it will not reduce or withdraw its
rating on any notes that it rates.                

Certain Covenants                                                               

The owner trust will not:                                       

  o      except as expressly permitted by the Indenture, Deposit and
     Administration Agreement and the Trust Agreement, sell,
   transfer, exchange or otherwise dispose of any of the
properties or assets of the owner trust;          

   o      claim any credit on or make any deduction from the principal
     or interest payable in respect of the notes (other than
          amounts withheld under the tax code or applicable state law)
         or assert any claim against any present or former holder of
 the notes because of the payment of taxes levied or
assessed on the  owner trust;                     

  o      permit the validity or effectiveness of the Indenture to be
   impaired or permit any person to be released from any
          covenants or obligations with respect to the notes under the
Indenture except as permitted by the Indenture;   

 o      permit any lien, claim, or security interest to be created
on the assets of the owner trust; or              

 o      permit the lien of the Indenture not to constitute a valid
  first priority security interest in the owner trust.

Annual Compliance Statement. The owner trust will be required to
present to the Indenture Trustee each year a written statement as to the        
performance of its obligations under the Indenture.                             

Indenture Trustee's Annual Report. The Indenture Trustee will be
required to mail to the noteholders each year a brief report relating to        
its eligibility and qualification to continue as Indenture Trustee under        
the Indenture, the property and funds physically held by the Indenture          
Trustee and any action it took that materially affects the notes and that       
has not been previously reported.                                               

 List of Noteholders. Upon the issuance of Definitive Notes, three
or more holders of the notes who have each owned a note for at least six        
months may obtain access to the list of noteholders the Indenture Trustee       
maintains for the purpose of communicating with other noteholders. The          
Indenture Trustee may elect not to allow the requesting noteholders access      
to the list of noteholders if it agrees to mail the requested communication     
or proxy, on behalf and at the expense of the requesting noteholders, to        
all noteholders of record.                                                      

Satisfaction and Discharge of Indenture. An Indenture will be   
discharged with respect to the notes upon the delivery to the Indenture         
Trustee for cancellation of all the notes or, with specific limitations,        
upon deposit with the Indenture Trustee of funds sufficient for the payment     
in full of all the notes.                                                       

The Indenture Trustee                                                           

  The Indenture Trustee for your series is identified in the related
supplement. The Indenture Trustee may resign at any time, in which event        
your Administrator will appoint a successor Indenture Trustee for your          
series. The Administrator may also remove the Indenture Trustee if it           
ceases to be eligible to continue as an Indenture Trustee under the             
Indenture or if the Indenture Trustee becomes insolvent. The Administrator      
will then be obligated to appoint a successor Indenture Trustee for your        
series. If an Event of Default occurs under an Indenture and the related        
supplement provides that a given class of notes of your series is               
subordinated to one or more other classes of notes of your series, under        
the Trust Indenture Act of 1939, as amended, the Indenture Trustee may be       
deemed to have a conflict of interest and be required to resign as              
Indenture Trustee for one or more of those classes of notes. In that case,      
a successor Indenture Trustee will be appointed for one or more of those        
classes of notes and may provide for rights of senior noteholders to            
consent to or direct actions by the Indenture Trustee which are different       
from those of subordinated noteholders. Any resignation or removal of the       
Indenture Trustee and appointment of a successor Indenture Trustee for any      
series of notes will not become effective until the successor Indenture         
Trustee accepts its appointment for your series.                                

Transfer and Assignment of the Series Certificate                               

   On the Closing Date for any series of notes, Chase USA will deposit
in the owner trust, the Series Certificate under the terms of the Deposit       
and Administration Agreement. On the Closing Date, the Owner Trustee will       
execute, and the Indenture Trustee will authenticate and deliver to Chase       
USA, the notes.                                                                 

Reports to Noteholders                                                          

 On or prior to each Transfer Date, the Administrator will provide
to the Indenture Trustee for the Indenture Trustee to forward to you and to     
each other noteholder of your series, and to the Owner Trustee, a statement     
with the following information on the notes for the related Payment Date or     
the period since the previous Payment Date, as applicable:                      

   o      the amount of the distribution allocated to principal on the
notes;                                            

  o      the amount of the distribution allocated to interest on the
notes;                                            

o      the aggregate outstanding principal balance of the notes 
          after giving effect to all payments reported under the first
clause above; and                                 

  o      the amount on deposit in the Owner Trust Spread Account, on
         that Payment Date, after giving effect to all transfers and
     withdrawals from and all transfers and deposits to that
         account on that Payment Date, and the amount required to be
        on deposit in the Owner Trust Spread Account on that date.

Each amount described in the first two clauses above will be    
expressed as a dollar amount per $1,000 of the initial principal balance of     
the notes.                                                                      

Within the prescribed period of time for tax reporting purposes 
after the end of each calendar year during the term of the Indenture, the       
Indenture Trustee will mail to you and to other investors who at any time       
during the prior calendar year had been noteholders and received any            
payment on the notes, a statement containing information which is required      
for the preparation of federal income tax returns. See "Tax Matters" for        
information on tax reporting procedures.                                        

Certain Matters Regarding the Administrator                                     

 The Administrator will, to the extent provided in the Deposit and
Administration Agreement, provide the notices and perform on behalf of the      
owner trust other administrative obligations required by the Indenture.         

Amendment                                                                       

The parties to each of the Series Certificate, the Deposit and  
Administration Agreement and the Trust Agrement may amend those agreements,     
with the written consent of the Indenture Trustee, but without the consent      
of the noteholders, to add provisions to or change in any manner or             
eliminate provisions of the Transaction Agreement or to modify in any           
manner the rights of the noteholders; provided, however, that an amendment      
will not:                                                                       

o      as evidenced by an officer's certificate from Chase USA  
      addressed and delivered to the Indenture Trustee and the
         Owner Trustee, materially and adversely affect the interest
of any noteholder, and                            

   o      as evidenced by an opinion of counsel, cause the owner trust
      to be classified as an association (or a publicly traded
          partnership) taxable as a corporation for federal income tax
purposes.                                         

In addition, each of the Series Certificate, the Deposit and Administration     
Agreement and the Trust Agreement may be amended by its parties                 

o      with the written consent of the Indenture Trustee, and   

   o      with the consent of the holders of notes evidencing at least
        a majority of the then outstanding principal amount of the
notes                                             

for the purpose of adding any provisions to or changing in any manner or        
eliminating any of the provisions of a Transaction Agreement or of              
modifying in any manner the rights of noteholders; provided, however, that      
the action will not, as evidenced by an opinion of counsel, cause the owner     
trust to be classified as an association (or a publicly traded partnership)     
taxable as a corporation for federal income tax purposes. Additionally,         
without the consent of the holders of all of the notes, an amendment shall      
not:                                                                            

 o      reduce in any manner the amount of, or accelerate or delay
      the timing of, collections of payments in respect of the
         Series Certificate or payments that are required to be made
for the benefit of the noteholders or             

   o      reduce the percentage of the outstanding principal amount of
      the notes which is required to consent to any amendment.

Termination                                                                     

  The obligations of the Administrator, Chase USA, the Owner Trustee
and the Indenture Trustee under the related Indenture, Deposit and              
Administration Agreement and Trust Agreement will end upon the earlier of:      

   o      the payment to noteholders of the note principal balance and
      all amounts required to be paid to them under the Series
          Certificate, the Deposit and Administration Agreement or the
Trust Agreement and                               

o      the Note Maturity Date.                                  

Credit Enhancement    

Credit Enhancement may be provided with respect to one or more  
classes of any series, including your series, offered by this prospectus.       
If so specified in the related supplement, any form of Credit Enhancement       
may be structured so as to be drawn upon by more than one class to the          
extent described in the prospectus supplement.                                  

  The type, characteristics and amount of Credit Enhancement for any
series or class:                                                                

 o      will be determined based on several factors, including the
         characteristics of the receivables and accounts included in
    the Master Trust Portfolio as of the Closing Date with
    respect to that series and the desired rating for each
class, and                                        

o      will be established on the basis of requirements of each 
        Rating Agency rating the certificates or the notes of that
series or class.                                  

  In general, Credit Enhancement will not provide protection against
all risks of loss and will not guarantee repayment of the entire principal      
balance of the certificates or the notes and/or payment of interest. If         
losses occur which exceed the amount covered by Credit Enhancement or which     
are not covered by Credit Enhancement, certificateholders and noteholders,      
as applicable, will bear their allocable share of deficiencies.                 

   If Credit Enhancement is provided with respect to a series or class
of securities, the related supplement will include a description of:            

o      the amount payable under Credit Enhancement;             

o      any additional conditions to payment under Credit        
Enhancement not described in this prospectus;     

o      the conditions, if any, under which                      

       -      the amount payable under Credit Enhancement may be
reduced and                         

     -      Credit Enhancement may be ended or replaced; and

 o      any material provision of any agreement relating to Credit
Enhancement.                                      

 Additionally, the related supplement may provide information with
respect to any credit enhancement provider, including:                          

o      a brief description of its principal business activities;

  o      its principal place of business, place of incorporation and
         the jurisdiction under which it is chartered or licensed to
do business;                                      

o      if applicable, the identity of regulatory agencies which 
   exercise primary jurisdiction over the conduct of its
business; and                                     

 o      its total assets, and its stockholders' or policy holders'
     surplus, if applicable, and other appropriate financial
 information as of the date specified in the related
supplement.                                       

The related supplement may specify if Credit Enhancement with respect to a      
series may be available to pay principal of the series' certificates after      
Pay Out Events occur with respect to that series. If so, the credit             
enhancement provider may have an interest in cash flows in respect of the       
receivables called the Enhancement Invested Amount, to the extent described     
in the related supplement.                                                      

Specific Forms of Credit Enhancement                                            

The related supplement will also specify the manner and to what 
extent the following types of Credit Enhancement or other Credit                
Enhancement applies to your series of securities or any class of your           
series:                                                                         

Subordination                                                   

   One or more classes of securities of any series may be subordinated
as described in the related supplement to the extent necessary to fund          
payments with respect to senior securities. The rights of the holders of        
any subordinated securities to receive distributions of principal and/or        
interest on any Distribution Date for that series will be subordinated in       
right and priority to the rights of the holders of senior securities, but       
only to the extent described in the related supplement. The related             
supplement may specify if subordination may apply only in the event of some     
types of losses not covered by another Credit Enhancement. The related          
supplement will also set forth information concerning:                          

o      the amount of subordination of a class or classes of     
subordinated securities in a series;              

   o      the circumstances in which subordination will be applicable;

o      the manner, if any, in which the amount of subordination 
will be applicable;                               

o      the manner, if any, in which the amount of subordination 
will decrease over time; and                      

 o      the conditions under which amounts available from payments
     that would otherwise be made to holders of subordinated
 securities will be distributed to holders of senior
securities.                                       

If collections of receivables otherwise distributable to holders of a           
subordinated class of a series will be used as support for a class of           
another series, the related supplement will specify the manner and              
conditions for applying this cross-support feature.                             

Letter of Credit                                                

 One or more letters of credit may provide support for a series or
one or more classes of securities. The letter of credit may provide limited     
protection against some losses in addition to or in lieu of other Credit        
Enhancement. The issuer of the letter of credit, called the L/C Bank, will      
be obligated to honor demands with respect to the letter of credit, to the      
extent of the amount available under the letter of credit, to provide funds     
under the circumstances and subject to the conditions specified in the          
related supplement.                                                             

Cash Collateral Guaranty or Account                             

Support for a series or one or more classes of securities may be
provided by:                                                                    

   o      a Cash Collateral Guaranty secured by the deposit of cash or
     some permitted investments in a Cash Collateral Account
   reserved for the beneficiaries of the Cash Collateral
Guaranty or                                       

o      a Cash Collateral Account alone.                         

The amount available from the Cash Collateral Guaranty or the Cash              
Collateral Account will be the lesser of (1) amounts on deposit in the Cash     
Collateral Account and (2) an amount specified in the related supplement.       
The related supplement will set forth the circumstances under which             
payments are made to beneficiaries of the Cash Collateral Guaranty from the     
Cash Collateral Account or from the Cash Collateral Account directly.           

Collateral Interest                                             

An undivided interest in the master trust called the Collateral 
Interest, in an amount initially equal to the percentage of the                 
certificates of a series specified in the supplement for that series, may       
initially provide support for a series or one or more classes of                
certificates. That series may also have the benefit of a Cash Collateral        
Guaranty or Cash Collateral Account with an initial amount on deposit in        
that account, if any, as specified in the related supplement which will be      
increased:                                                                      

o      to the extent the Transferor elects, subject to the      
      conditions specified in the related supplement, to apply
        principal collections allocable to the Collateral Interest
to decrease the Collateral Interest;              

o      to the extent principal collections allocable to the     
       Collateral Interest are required to be deposited into the
 Cash Collateral Account as specified in the related
supplement; and                                   

   o      to the extent excess finance charge collections are required
 to be deposited into the Cash Collateral Account as
specified in the related supplement.              

The total amount of Credit Enhancement available from the Collateral            
Interest and, if applicable, the Cash Collateral Guaranty or Cash               
Collateral Account will be the lesser of the sum of:                            

    o      the Collateral Interest and the amount on deposit in the Cash
Collateral Account and                            

o      an amount specified in the related supplement.           

The related supplement will set forth the circumstances under which:            

o      payments which otherwise would be made to holders of the 
   Collateral Interest will be distributed to holders of
certificates and                                  

o      if applicable, payment will be made under the Cash       
       Collateral Guaranty or under the Cash Collateral Account.

Surety Bond or Insurance Policy                                 

A surety bond may be purchased for the benefit of the holders of
any series or class of securities to assure distributions of interest or        
principal with respect to that series or class in the manner and amount         
specified in the related supplement.                                            

   One or more insurance companies may provide insurance, with respect
to a series or one or more classes of securities, to guarantee, with            
respect to one or more classes of that series, distributions of interest or     
principal in the manner and amount specified in the related supplement.         

Spread Account                                                  

Support for a series or one or more classes of securities may be
provided by the periodic deposit of available excess cash flow from the         
master trust assets into an account called the Spread Account, intended to      
assist with subsequent distribution of interest and principal on that           
series or class in the manner specified in the related supplement.              

Reserve Account                                                 

The establishment of a Reserve Account provides support for a   
series or one or more classes of securities. The Reserve Account may be         
funded, to the extent provided in the related                                   
supplement, by:                                                                 

o      an initial cash deposit;                                 

o      the retention of excess cash;                            

o      periodic distributions of principal or interest or both  
     otherwise payable to one or more classes of securities,
including subordinated securities;                

o      the provision of a letter of credit, guarantee, insurance
policy or other form of credit; or                

o      any combination of these items.                          

The Reserve Account will assist with the subsequent distribution of             
principal or interest on that series or class in the manner provided in the     
related supplement.                                                             

Security Ratings    

Any rating of the securities by a Rating Agency will indicate:  

   o      its view on the likelihood that securityholders will receive
required interest and principal payments; and     

o      its evaluation of the receivables and the availability of
any Credit Enhancement for the securities.        

Among the things a rating will not indicate are:                

o      the likelihood that a Pay Out Event will occur;          

  o      the likelihood that a United States withholding tax will be
imposed on non-U.S. securityholders;              

o      the marketability of the securities;                     

o      the market price of the securities; or                   

   o      whether the securities are an appropriate investment for any
purchaser.                                        

A rating will not be a recommendation to buy, sell or hold the  
securities. A rating may be lowered or withdrawn at any time by a Rating        
Agency.                                                                         

 The Transferor will request a rating of the securities offered by
this prospectus and the prospectus supplement from at least one Rating          
Agency. It will be a condition to the issuance of the securities of each        
series or class offered by this prospectus and the related supplement           
including each series that includes a Pre-Funding Account, and, with            
respect to any series of notes, the related Series Certificate - that they      
be rated in one of the four highest rating categories by at least one           
nationally recognized rating organization selected by the Transferor to         
rate any series, which will be the Rating Agency. The rating or ratings         
applicable to the securities of each series or class offered by this            
prospectus will be set forth in the related supplement. Rating agencies         
other than those requested could assign a rating to the securities and that     
rating could be lower than any rating assigned by a Rating Agency chosen by     
the Transferor.                                                                 

Certain Legal Aspects of the Receivables    

Transfer of Receivables                                                         

  The transfer of receivables to the master trust constitutes either
a complete transfer of Chase USA's interest in the receivables or a grant       
of a security interest in the receivables. If Chase USA's transfer creates      
a security interest then it constitutes a perfected security interest under     
applicable law.                                                                 

The master trust will have a first priority claim on the        
receivables subject only to some tax and other governmental liens, which        
are discussed below.                                                            

  The master trust will have a claim against Chase USA if the master
trust does not have an unencumbered claim to the receivables. See               
"Description of the Securities--Description of the                              
Certificates--Chase USA's Representations and Warranties."                      

  Chase USA will make all necessary filings under the UCC to perfect
the master trust's security interest in the receivables.                        

 Notwithstanding the actions described above to protect the master
trust's interest in the receivables, there may be some circumstances in         
which a creditor of Chase USA could acquire an interest in receivables that     
would have priority over the master trust. Chase USA represents and             
warrants that no such prior interests will exist. Chase USA also covenants      
not to further encumber or sell the receivables.                                

   In addition, a tax or other government lien on Chase USA's property
that arises prior to the transfer of the receivables to the master trust        
may have a prior claim to the receivables. If the FDIC were appointed as        
Chase USA's receiver, administrative expenses of the receiver may also have     
priority over the interest of the master trust in the receivables.              

While Chase USA's affiliate The Chase Manhattan Bank is the     
servicer, collections from the receivables will be commingled with the          
servicer's general funds and used for the servicer's benefit prior to each      
Distribution Date. The master trust will not have a perfected security          
interest in commingled collections. If the short-term deposit rating of the     
servicer is reduced below "A-1" or "P-1" by the applicable Rating Agency,       
the servicer will be obligated to cease commingling collections and begin       
depositing collections into the Collection Account within two business days     
after the date of processing.                                                   

Certain Matters Relating to Receivership                                        

Chase USA is chartered as a national banking corporation and is 
subject to regulation and supervision by the Comptroller of the Currency.       
If Chase USA becomes insolvent or is in an unsound condition or if other        
similar circumstances occur, the Comptroller is authorized to appoint the       
FDIC as receiver.                                                               

 As receiver, the FDIC has the power to repudiate or disaffirm the
obligations of the Transferor under the Pooling and Servicing Agreement.        
Upon repudiation or disaffirmation of those obligations, the FDIC, as           
receiver, will be obligated to compensate you for the master trust's            
interest in the receivables if each of the following conditions is              
satisfied:                                                                      

o      the Transferor granted a security interest in the        
receivables to the Master Trust;                  

 o      the interest was validly perfected before the Transferor's
insolvency;                                       

o      the interest was not taken or granted in contemplation of
       the Transferor's insolvency or with the intent to hinder,
delay or defraud the Transferor or its creditors; 

   o      the Pooling and Servicing Agreement is continuously a record
of the Transferor; and                            

 o      the Pooling and Servicing Agreement represents a bona fide
  and arm's-length transaction undertaken for adequate
       consideration in the ordinary course of business and that
       the Master Trust Trustee, as the secured party, is not an
insider or affiliate of the Transferor.           

  The FDIC has the right to require that you establish your right to
compensation by submitting to and completing the administrative claims          
procedure established under the law applicable to bank insolvencies. This       
could result in delays in payments of the certificates or the notes and         
possible losses to you.                                                         

The amount of compensation that the FDIC is required to pay is  
limited to your "actual direct compensatory damages" determined as of the       
date of the FDIC's appointment as receiver. There is not a statutory            
definition of "actual direct compensatory damages." The staff of the FDIC       
takes the position that upon repudiation or disaffirmation these damages        
would not include interest accrued to the date of actual repudiation or         
disaffirmation. Under the FDIC interpretation, you would receive interest       
only through the date of the appointment of the receiver. Since the FDIC        
may delay actual repudiation or disaffirmation for up to 180 days following     
its appointment as receiver, you may not receive the full amount of             
interest owing to you under the certificates or the notes. There is one         
reported federal district court decision that construes the term "actual        
direct compensatory damages." This 1993 court case construed the term, in       
the context of the repudiation of zero coupon bonds, to mean the fair           
market value of those bonds as of the date of repudiation. Under neither        
interpretation, however, would you be compensated for the period between        
the appointment of the receiver and the date of repudiation.                    

Chase USA will notify you if a receiver or a conservator is     
appointed for it. This appointment will cause a Pay Out Event for all           
outstanding series. After that Pay Out Event occurs, newly created              
receivables will not be transferred to the master trust and the Master          
Trust Trustee will proceed to dispose of the receivables in a commercially      
reasonable manner and on commercially reasonable terms:                         

o      unless otherwise instructed within a specified period by 
      holders of certificates representing undivided interests
        aggregating more than 50% of the Investor Interest of each
    outstanding series (or if any series has more than one
         class, of each class, and any other entity specified in the
       Pooling and Servicing Agreement or Series Supplement), or

o      unless otherwise required by the FDIC.                   

The proceeds from the sale of the receivables will be treated as                
collections and will be distributed to certificateholders. The FDIC may         
delay this procedure as described above.                                        

   If the only Pay Out Event to occur is either Chase USA's insolvency
or the appointment of a conservator or receiver for it, the FDIC may have       
the power to prevent the early sale of the receivables and the commencement     
of the Rapid Amortization Period. In addition, the FDIC may have the power      
to cause the early sale of the receivables and the early retirement of the      
certificates or to prohibit the continued transfer of receivables to the        
master trust.                                                                   

If no Servicer Default other than the conservatorship or        
receivership of the servicer exists, the FDIC may have the power to prevent     
the appointment of a successor servicer. See "Description of the                
Securities--Description of the Certificates--Pay Out Events."                   

Consumer Protection Laws                                                        

  The relationships of the cardholder and credit card issuer and the
lender are extensively regulated by federal and state consumer protection       
laws. The most significant laws include the federal Truth-in-Lending, Equal     
Credit Opportunity, Fair Credit Reporting, Fair Debt Collection Practices       
and Electronic Funds Transfer Acts. These statutes:                             

o      impose disclosure requirements                           

         -      when a credit card account is advertised, when it is
                     opened, at the end of monthly billing cycles, and at year
end;                                

o      limit customer liability for unauthorized use;           

 o      prohibit discriminatory practices in extending credit; and

 o      impose specific limitations on the type of account-related
charges that may be assessed.                     

Cardholders are entitled under these laws to have payments and credits          
applied to the credit card accounts promptly, to receive prescribed notices     
and to require billing errors to be resolved promptly. The master trust may     
be liable for some violations of consumer protection laws that apply to the     
related receivables. In addition, a cardholder may be entitled to assert        
the violations by way of set-off against his or her obligation to pay the       
amount of receivables owing. Chase USA warrants that all related                
receivables have been and will be created in compliance with the                
requirements of those laws. The servicer will also agree to indemnify the       
master trust, among other things, for any liability arising from such           
violations of consumer protection laws caused by the servicer. For a            
discussion of the master trust's rights arising from the breach of these        
warranties, see "The Chase Credit Card Master Trust Portfolio--Chase USA's      
Representations and Warranties."                                                

 There have been numerous attempts at the federal, state and local
level to further regulate the credit card industry. In particular,              
legislation has been introduced in Congress that would impose a ceiling on      
the rate at which a financial institution may assess finance charges and        
fees on credit card accounts. These ceilings are substantially below the        
rate of the finance charges and fees that is currently assessed on Chase        
USA's accounts. Chase USA cannot predict whether any such legislation will      
be enacted. If ceilings on finance charges or fees are enacted, the yield       
on the receivable pool may be reduced. This reduction could result in a Pay     
Out Event and a Rapid Amortization Period. See "Description of the              
Securities--Description of the Certificates--Rebates and Fraudulent             
Charges" and "Description of the Certificates--Investor Charge-Offs."           

Industry Litigation                                                             

  In October 1998, the federal government filed an antitrust lawsuit
against VISA U.S.A., Inc., VISA International Inc. and MasterCard               
International Incorporated alleging that these credit card associations         
restrain competition and limit consumer choice. The government in this          
lawsuit challenges, among other things:                                         

o      the control of VISA U.S.A., Inc., VISA International Inc.
          and MasterCard International Incorporated by the same set of
banks,                                            

   o      the ability of banks to issue both VISA and MasterCard cards
as well as                                        

  o      the rules adopted by these associations prohibiting members
from offering credit cards of some competitors.   

In public statements, VISA U.S.A., Inc., VISA International Inc. and            
MasterCard International Incorporated have contested the government's           
allegations. Chase USA is unable to predict the effect of this lawsuit on       
Chase USA's credit card business. An adverse decision against VISA U.S.A.,      
Inc., VISA International Inc. and MasterCard International Incorporated, or     
an adverse settlement of this litigation, could result in changes in the        
current associations and the Bank's ability to issue both VISA and              
MasterCard cards as well as cards of other competitors.                         

Tax Matters     

  The following is a general discussion of the material U.S. federal
income tax consequences relating to the purchase, ownership and disposition     
of a certificate or note. Unless otherwise indicated, this summary deals        
only with U.S. Certificate Owners and U.S. Note Owners, as defined below,       
who acquire their certificates or notes at their original issue price in        
the original issuance of those certificates or notes and who hold these         
securities as capital assets.                                                   

This discussion is based on present provisions of the Internal  
Revenue Code of 1986, as amended, the proposed, temporary and final             
Treasury regulations promulgated under the tax code, and administrative         
rulings or pronouncements and judicial decisions all as in effect on the        
date of this prospectus and all of which are subject to change, possibly        
with retroactive effect.                                                        

The discussion does not address all of the tax consequences that
may be relevant to a particular certificate owner or note owner in light of     
that certificate owner or note owner's circumstances, nor does it discuss       
the U.S. federal income tax consequences that may be relevant to some types     
of certificate owners or note owners that are subject to special treatment      
under the tax code, such as:                                                    

o      dealers in securities or currencies;                     

o      financial institutions;                                  

o      tax-exempt entities;                                     

o      life insurance companies;                                

o      persons holding certificates or notes as a part of a     
  hedging, integrated, conversion or constructive sale
transaction or a straddle; or                     

o      persons whose functional currency is not the U.S. dollar.

In addition, the following discussion does not consider the alternative         
minimum tax consequences, if any, of the investment in the certificates or      
notes, or the state, local or foreign tax consequences of the investment.       
Each prospective certificate owner or note owner is urged to consult its        
own tax advisor in determining the federal, state, local and foreign income     
and any other tax consequences of the purchase, ownership and disposition       
of a certificate or note.                                                       

Prospective investors should note that no ruling will be sought 
from the IRS with respect to any of the U.S. federal income tax                 
consequences discussed in this prospectus and opinions of counsel, such as      
those described below, are not binding on the IRS or the courts.                
Consequently, no assurance can be given that the IRS will not take              
positions contrary to those described below. In addition, the opinions of       
Simpson Thacher & Bartlett described below are based upon the                   
representations and assumptions set forth in their opinions, including, but     
not limited to, the assumption that all of the relevant parties will comply     
with the terms of the Pooling and Servicing Agreement and the other related     
documents. If those representations are inaccurate and/or the relevant          
parties fail to comply with the terms of the Pooling and Servicing              
Agreement or the other related documents, the conclusions of tax counsel        
described in the opinions and the discussion of the U.S. federal income tax     
consequences set forth in this prospectus may not be accurate.                  

 For purposes of this discussion, the terms U.S. Certificate Owner
and U.S. Note Owner mean a beneficial owner of a certificate (other than a      
Series Certificate) or note, respectively, that is:                             

o      a citizen or resident of the United States;              

o      a corporation or partnership created or organized in the 
         United States or under the laws of the United States or any
political subdivision of the United States;       

o      an estate the income of which is subject to United States
  federal income taxation regardless of its source; or

   o      a trust that is subject to the supervision of a court within
         the United States and the control of a United States person
         as described in section 7701(a)(30) of the tax code or that
  has a valid election in effect under applicable U.S.
   Treasury regulations to be treated as a United States
person.                                           

For purposes of this discussion, the terms non-U.S. Certificate Owner and       
non-U.S. Note Owner mean a beneficial owner of a certificate (other than a      
Series Certificate) or a note, respectively, who is not a U.S. Certificate      
Owner or U.S. Note Owner.                                                       

Tax Characterization of the Master Trust                                        

Tax counsel is of the opinion that the master trust will not be 
classified as an association or as a publicly traded partnership taxable as     
a corporation for U.S. federal income tax purposes. However, as discussed       
above, this opinion is not binding on the IRS and no assurance can be given     
that this characterization will prevail. See "--Tax Considerations Relating     
to Certificate Owners--Possible Alternative Characterizations" below.           

Tax Considerations Relating to Certificate Owners                               

Tax Characterization of the Certificates as Debt                

  The Transferor will express in the Pooling and Servicing Agreement
its intent that the certificates (other than a Series Certificate) will be      
treated as debt for all U.S. tax purposes. The Transferor, by entering into     
the Pooling and Servicing Agreement, and each certificate owner, by the         
acceptance of a beneficial interest in a certificate, will agree to treat       
the certificates (other than a Series Certificate) as debt for U.S. tax         
purposes. However, the Pooling and Servicing Agreement generally refers to      
the transfer of receivables as a "transfer, assignment and conveyance," and     
the Transferor will treat the Pooling and Servicing Agreement, for some         
non-tax accounting purposes, as causing a transfer of an ownership interest     
in the receivables and not as creating a debt obligation.                       

 For U.S. federal income tax purposes, the economic substance of a
transaction often determines its tax consequences. The form of a                
transaction, while a relevant factor, is generally not conclusive evidence      
of the economic substance of the transaction. In appropriate circumstances,     
the courts have allowed the IRS, as well as taxpayers, in more limited          
circumstances, to treat a transaction in accordance with its economic           
substance, as determined under U.S. federal income tax law, even though the     
participants in the transaction have characterized it differently for           
non-tax purposes. However, in a 1967 case, the courts substantially limited     
the circumstances in which a taxpayer for tax purposes could ignore the         
form of a transaction. Nevertheless, tax counsel has advised that, in a         
properly presented case, this would not prevent a determination of the tax      
characterization of the certificates based on the economic substance of the     
transaction.                                                                    

President Clinton's Fiscal 2000 Budget Proposal includes a      
legislative proposal that would codify the 1967 rule if tax indifferent         
parties are involved. The proposal would only apply to transactions entered     
into on or after the date of first committee action. As currently drafted,      
it is unclear whether the proposal would apply to securities such as the        
certificates. It is impossible to predict whether the proposed legislation      
will be enacted and, if so, in what form. Prospective investors should          
consult their own tax advisors regarding the proposed legislation.              

  The determination of whether the economic substance of a purported
sale of an interest in property is, instead, a loan secured by such             
transferred property has been made by the IRS and the courts on the basis       
of numerous factors designed to determine whether the seller has                
relinquished and the purchaser has obtained substantial incidents of            
ownership in the transferred property. Among those factors, the primary         
factors examined are whether the purchaser has the opportunity for gain if      
the property increases in value and has the risk of loss if the property        
decreases in value. Tax counsel is of the opinion that, although no             
transaction closely comparable to that contemplated in this prospectus has      
been the subject of any Treasury regulation, revenue ruling or judicial         
decision, the certificates (other than a Series Certificate) will be            
properly characterized as indebtedness for U.S. federal income tax              
purposes. Except where indicated to the contrary, the discussion below          
assumes that the certificates (other than a Series Certificate) will be         
considered debt for U.S. federal income tax purposes.                           

Taxation of Interest Income on the Certificates                 

The Transferor intends to take the position that: a U.S.        
Certificate Owner generally will include the stated interest on a               
certificate in gross income at the time such interest income is received or     
accrued in accordance with that U.S. Certificate Owner's regular method of      
tax accounting. This conclusion is based on the Transferor's position that      
the stated interest on a certificate is unconditionally payable.                

 Under the applicable Treasury regulations, the stated interest on
the certificates will be considered unconditionally payable only if the         
terms and conditions of the certificates make the likelihood of late            
payment or non-payment of the stated interest a remote contingency. Since       
the master trust and the Master Trust Trustee will have no discretion to        
withhold, delay or otherwise defer scheduled monthly payments of stated         
interest on the certificates, provided the master trust has sufficient cash     
on hand to allow the Master Trust Trustee to make those interest payments,      
the Transferor believes that the late payment or non-payment of stated          
interest on the certificates is a remote contingency.                           

If, however, the stated interest on the certificates is not     
considered unconditionally payable, the stated interest on the certificates     
will be considered original issue discount, and a U.S. Certificate Owner        
will be required to include such stated interest in income, as original         
issue discount, on a daily economic accrual basis regardless of that            
person's regular method of tax accounting and in advance of receipt of the      
cash related to such income. In addition, if the stated interest on the         
certificates is not paid in full on a Distribution Date, the certificates       
may at such time, and at all later times, be considered to be issued with       
original issue discount and all U.S. Certificate Owners would be required       
to include that stated interest in income as original issue discount on an      
economic accrual basis.                                                         

Sale, Exchange or Retirement of Certificates                    

   Upon a sale or other taxable exchange, retirement or disposition of
a certificate, a U.S. Certificate Owner will recognize gain or loss equal       
to the difference between:                                                      

o      the amount realized on that sale, exchange, retirement or
        other disposition, less an amount equal to any accrued but
     unpaid interest that the U.S. Certificate Owner has not
        included in gross income previously, which will be taxable
as such, and                                      

o      the U.S. Certificate Owner's adjusted tax basis in such  
certificate.                                      

This gain or loss generally will be capital gain or loss and generally will     
be considered long-term capital gain or loss if the U.S. Certificate Owner      
held the certificate for more than one year at the time of the sale,            
exchange, retirement or other disposition. The long-term capital gains of       
individuals generally are eligible for reduced rates of taxation. Capital       
losses generally may be used only to offset capital gains.                      

Possible Alternative Characterizations                          

   Although, as described above, it is the opinion of tax counsel that
the certificates (other than a Series Certificate) will be properly             
characterized as debt for U.S. federal income tax purposes, this opinion is     
not binding on the IRS and, consequently, no assurance can be given that        
this characterization will prevail. If the IRS were to contend successfully     
that some or all of the certificates or any Collateral Interest were not        
debt obligations for U.S. federal income tax purposes, all or a portion of      
the master trust could be classified as a partnership or as a publicly          
traded partnership taxable as a corporation for those purposes. No attempt      
will be made to comply with any IRS reporting or other requirements that        
would apply if all or a portion of the master trust were treated as a           
partnership or as a corporation because in the opinion of tax counsel the       
certificates (other than a Series Certificate) will be characterized as         
debt for U.S. federal income tax purposes and any beneficial owner of an        
interest in a Collateral Interest will agree to treat that interest as          
debt.                                                                           

If the master trust were treated in whole or in part as a       
partnership, other than a publicly traded partnership taxable as a              
corporation, for U.S. federal income tax purposes, such partnership would       
not itself be subject to U.S. federal income tax. Rather, each item of          
income, gain, loss and deduction of the partnership would be taken into         
account directly in computing the taxable income of the Transferor, or the      
beneficial owner of the Transferor Certificate, and any certificate owners      
treated as partners in the partnership in accordance with their respective      
partnership interests. The amount and timing of income reportable by any        
certificate owners treated as partners in the partnership would likely          
differ from that reportable by those certificate owners had they been           
treated as owning debt. Moreover, unless the partnership were treated as        
engaged in a trade or business, an individual's and, under some                 
circumstances, a trust's share of the expenses of the partnership would be      
miscellaneous itemized deductions that, in the aggregate, would be allowed      
as deductions only to the extent that they exceeded two percent of the          
individual's adjusted gross income, and subject to reduction if the             
individual's adjusted gross income exceeded specified limits. As a result,      
in these circumstances, a certificate owner subject to these limitations        
may be taxed on a greater amount of income than the interest payable on         
that certificate owner's certificates. In addition, all or a portion of the     
partnership's taxable income that is allocable to a certificate owner that      
is a pension, profit sharing or employee benefit plan or other tax-exempt       
entity, including an individual retirement account, may, under some             
circumstances, constitute unrelated business taxable income, which              
generally would be taxable to that certificate owner under the tax code.        

   Alternatively, if the master trust were treated in whole or in part
as a publicly traded partnership taxable as a corporation, the taxable          
income of the master trust would be subject to U.S. federal income tax at       
the applicable marginal corporate income tax rates applicable to that           
income. This entity-level tax could result in reduced distributions to          
certificate owners. In addition, the distributions from the master trust        
would not be deductible in computing the taxable income of the deemed           
corporation, except to the extent that any certificates were treated as         
debt of the corporation, and distributions to the related certificate           
owners were treated as payments of interest on the certificates. Moreover,      
distributions to certificate owners not treated as holding debt would be        
treated as dividends for U.S. federal income tax purposes to the extent of      
the current and accumulated earnings and profits of the deemed corporation.     

Tax Considerations Relating to Note Owners                                      

Tax Characterization of the Owner Trust                         

Tax counsel is of the opinion that no owner trust will be       
classified as an association or as a publicly traded partnership taxable as     
a corporation for U.S. tax purposes. However, as discussed above, this          
opinion is not binding on the IRS and no assurance can be given that this       
characterization will prevail. See "-- Possible Alternative                     
Characterizations--Alternative Characterizations Relating to the Notes"         
below.                                                                          

Tax Characterization of the Notes                               

The Transferor will express in the Indenture its intent that the
notes will be treated as debt for all U.S. tax purposes and, under the          
terms of the Indenture and the related notes, the Transferor, and each note     
owner, by the acceptance of a beneficial interest in a note, will agree to      
treat each note as debt for such purposes. Tax counsel is of the opinion        
that, although no transaction closely comparable to that contemplated in        
this prospectus has been the subject of any Treasury regulation, revenue        
ruling or judicial decision, the notes will be properly characterized as        
indebtedness for U.S. tax purposes. Except where indicated to the contrary,     
the discussion below assumes that the notes will be considered debt for         
U.S. federal income tax purposes.                                               

Taxation of Interest Income on the Notes                        

In general, the notes will not be issued with original issue    
discount. Consequently, a U.S. Note Owner generally will include the stated     
interest on a note in gross income at the time that interest income is          
received or accrued in accordance with that person's regular method of tax      
accounting.                                                                     

Sale, Exchange or Retirement of Notes                           

   Upon a sale or other taxable exchange, retirement or disposition of
a note, a U.S. Note Owner will recognize gain or loss equal to the              
difference between:                                                             

o      the amount realized on such sale, exchange, retirement or
        other disposition, less an amount equal to any accrued but
        unpaid interest which the U.S. Note Owner has not included
        in gross income previously, which will be taxable as such,
and                                               

o      the U.S. Note Owner's adjusted tax basis in such note.   

This gain or loss generally will be capital gain or loss and generally will     
be long-term gain or loss if the U.S. Note Owner held the note for more         
than one year at the time of such sale, exchange, retirement or other           
disposition. The long-term capital gains of individuals generally are           
eligible for reduced rates of taxation. Capital losses generally may be         
used only to offset capital gains.                                              

Possible Alternative Characterizations                          

 Alternative Characterizations Relating to the Notes. Although, as
described above, it is the opinion of tax counsel that the notes will be        
properly characterized as debt for U.S. federal income tax purposes, such       
opinion is not binding on the IRS and no assurance can be given that this       
characterization will prevail. If the IRS were to contend successfully that     
some or all of the notes were not debt obligations for U.S. federal income      
tax purposes, an owner trust could be classified either as a partnership or     
as a publicly traded partnership taxable as a corporation for those             
purposes. Because in the opinion of tax counsel the notes will be               
characterized as debt for U.S. federal income tax purposes, no attempt will     
be made to comply with any IRS reporting or other requirements that would       
apply if an owner trust were treated as a partnership or as a publicly          
traded partnership taxable as a corporation.                                    

If an owner trust were treated as a partnership, other than as a
publicly traded partnership taxable as a corporation, for U.S. federal          
income tax purposes, the partnership would not be subject to U.S. federal       
income tax. Rather, each item of income, gain, loss and deduction of the        
partnership would be taken into account directly in computing the taxable       
income of the Transferor and any note owners treated as partners in the         
partnership in accordance with their respective partnership interests. The      
amount and timing of income reportable by any note owners treated as            
partners in the partnership would likely differ from that reportable by         
those note owners had they been treated as owning debt. Moreover, unless        
the partnership were treated as engaged in a trade or business, an              
individual's, and under some circumstances, a trust's share of the expenses     
of such partnership would be miscellaneous itemized deductions that, in the     
aggregate, would be allowed as deductions only to the extent that they          
exceeded two percent of the individual's adjusted gross income, and subject     
to reduction if the individual's adjusted gross income exceeded specified       
limits. As a result, under these circumstances, a note owner subject to         
these limitations may be taxed on a greater amount of income than the           
interest payable on that note owner's notes. In addition, all or a portion      
of any taxable income allocated to a note owner that is a pension, profit       
sharing or employee benefit plan or other tax-exempt entity, including an       
individual retirement account, may, under some circumstances, constitute        
unrelated business taxable income, which generally would be taxable to such     
note owner under the tax code.                                                  

Alternatively, if an owner trust were classified as a publicly  
traded partnership taxable as a corporation, the taxable income of the          
owner trust would be subject to U.S. federal income tax at the marginal         
corporate income tax rates applicable to such income. This entity-level tax     
could result in reduced distributions to note owners. In addition, the          
distributions from the owner trust would not be deductible in computing the     
taxable income of the deemed corporation, except to the extent that any         
notes were treated as debt of that corporation and distributions to the         
related note owners were treated as payments of interest thereon. Moreover,     
distributions to note owners not treated as holding debt would be treated       
as dividends for U.S. federal income tax purposes to the extent of the          
current and accumulated earnings and profits of the deemed corporation.         

  Alternative Characterizations Relating to the Master Trust. If the
master trust were treated in whole or in part as a publicly traded              
partnership taxable as a corporation, the taxable income of the master          
trust would be subject to U.S. federal income tax at the marginal corporate     
income rates applicable to such income. See "--Tax Considerations Relating      
to Certificate Owners--Possible Alternative Characterizations" above. This      
entity-level tax could result in reduced distributions to an owner trust        
and, therefore, to note owners.                                                 

Non-U.S. Certificate Owners and Non-U.S. Note Owners                            

  Assuming that all of the certificates and notes issued to non-U.S.
Certificate Owners and non-U.S. Note Owners are considered debt of the          
Transferor for U.S. federal income tax purposes, under present U.S. federal     
income and estate tax law, and subject to the discussion below concerning       
backup withholding:                                                             

   (a) no withholding of U.S. federal income tax will be required with
respect to the payment by the Transferor or any withholding agent of            
principal or interest on a certificate or note owned by a non-U.S.              
Certificate Owner or a non-U.S. Note Owner provided that                        

   o      the beneficial owner does not actually or constructively own
   10% or more of the total combined voting power of all
        classes of stock of the Transferor entitled to vote within
      the meaning of section 871(h)(3) of the tax code and the
  Treasury regulations promulgated under the tax code;

   o      the beneficial owner is not a controlled foreign corporation
        that is related to the Transferor through stock ownership;

   o      the beneficial owner is not a bank whose receipt of interest
on a certificate or note is described in section  
881(c)(3)(A) of the tax code; and                 

   o      the beneficial owner satisfies the statement requirement set
        forth in section 871(h) and section 881(c) of the tax code
          and the Treasury regulations promulgated under the tax code;
and                                               

 (b) a certificate or note beneficially owned by an individual who
at the time of his or her death is a non-U.S. Certificate Owner or non-U.S.     
Note Owner will not be subject to U.S. federal estate tax as a result of        
such individual's death provided that                                           

 o      the individual does not actually or constructively own 10%
          or more of the total combined voting power of all classes of
         stock of the Transferor entitled to vote within the meaning
of section 871(h)(3) of the tax code, and         

o      the interest payments with respect to the certificate or 
      note would not have been, if received at the time of the
        individual's death, effectively connected with the conduct
of a U.S. trade or business by the individual.    

 To satisfy the statement requirement referred to in paragraph (a)
above, the certificate owner or the note owner or a financial institution       
holding the certificate or note on behalf of the owner, must provide, in        
accordance with specified procedures, the Transferor or any withholding         
agent with a statement to the effect that such certificate owner or note        
owner is not a U.S. Certificate Owner or U.S. Note Owner. Currently, these      
requirements will be met if:                                                    

o      the certificate owner or note owner provides its name and
         address, and certifies, under penalties of perjury, that it
       is not a U.S. Certificate Owner or U.S. Note Owner, which
       certification may be made on an IRS Form W-8 or successor
form, or                                          

 o      a financial institution holding the certificate or note on
          behalf of a certificate owner or note owner certifies, under
        penalties of perjury, that the statement has been received
    by it and furnishes any withholding agent with a copy.

Under recently finalized Treasury regulations, the statement requirement        
also may be satisfied with other documentary evidence for interest paid         
after December 31, 2000 to an offshore account or through some foreign          
intermediaries.                                                                 

If a non-U.S. Certificate Owner or non-U.S. Note Owner cannot   
satisfy the requirements described in paragraph (a) above, payments of          
interest made to that beneficial owner will be subject to a 30% withholding     
tax unless that beneficial owner provides the Transferor or any withholding     
agent with a properly executed:                                                 

o      IRS Form 1001, or successor form, claiming an exemption  
       from, or a reduction in the rate of, that withholding tax
          under the benefit of an applicable U.S. income tax treaty or

  o      IRS Form 4224, or successor form, stating that the interest
    paid on the certificate or note is not subject to that
          withholding tax because it is effectively connected with the
       certificate owner's or note owner's conduct of a trade or
business in the United States.                    

Under the recently finalized Treasury regulations, non-U.S. Certificate         
Owners and non-U.S. Note Owners generally will be required to provide an        
IRS Form W-8 in lieu of an IRS Form 1001 and IRS Form 4224, although            
alternative documentation may be applicable in some                             
situations.                                                                     

The non-U.S. Certificate Owner or non-U.S. Note Owner, although 
exempt from the U.S. withholding tax discussed above, will be subject to        
U.S. federal income tax on the interest on a net income basis in the same       
manner as if it were a U.S. Certificate Owner or U.S. Note Owner if it is       
engaged in a trade or business in the United States and the interest on its     
certificates or notes is effectively connected with the conduct of that         
trade or business.                                                              

In addition, if that non-U.S. Certificate Owner or non-U.S. Note
Owner is a foreign corporation, it may be subject to a U.S. branch profits      
tax equal to 30% , or lower applicable treaty rate, of its effectively          
connected earnings and profits for the taxable year, subject to                 
adjustments. For this purpose, the interest income will be included in such     
foreign corporation's earnings and profits.                                     

  Any gain realized by a non-U.S. Certificate Owner or non-U.S. Note
Owner upon the sale, exchange, retirement or other disposition of a             
certificate or note generally will not be subject to U.S. federal income or     
withholding tax unless:                                                         

o      the gain is effectively connected with a U.S. trade or   
         business of the non-U.S. Certificate Owner or non-U.S. Note
Owner in the United States,                       

  o      for a non-U.S. Certificate Owner or non-U.S. Note Owner who
        is an individual, that individual is present in the United
          States for 183 days or more in the taxable year of the sale,
  exchange, retirement or other disposition, and other
conditions are met, or                            

o      to the extent the gain is considered accrued but unpaid  
interest, the requirements described above are not
satisfied.                                        

If the certificates or notes were treated as an interest in a   
partnership, other than a publicly traded partnership taxable as a              
corporation, that recharacterization could cause a non-U.S. Certificate         
Owner or non-U.S. Note Owner to be treated as engaged in a trade or             
business in the United States. In that event, the non-U.S. Certificate          
Owner or non-U.S. Note Owner would be required to file a U.S. federal           
income tax return and, generally, would be subject to U.S. federal income       
tax, including, for a non-U.S. Certificate Owner or non-U.S. Note Owner         
that is a corporation, the U.S. branch profits tax, on its allocable share      
of the net income from such partnership. Further, some withholding              
obligations may apply with respect to partnership income that is allocable      
to a non-U.S. Certificate Owner or non-U.S. Note Owner that is considered       
to be a partner in the partnership. That withholding would be imposed at a      
rate equal to the highest marginal U.S. federal income tax rate applicable      
to the non-U.S. Certificate Owner or non-U.S. Note Owner. Alternatively, if     
some or all of the certificates or notes were treated as equity interests       
in a publicly traded partnership taxable as a corporation, the gross amount     
of any related dividend distributions to a non-U.S. Certificate Owner or        
non-U.S. Note Owner generally would be subject to U.S. withholding tax at       
the rate of 30%, unless that rate were reduced under an applicable U.S.         
income tax treaty. See "--Tax Considerations Relating to Certificate            
Owners-- Possible Alternative Characterizations" and "-- Tax Considerations     
Relating to Note Owners--Possible Alternative Characterizations" above.         

   Special rules may apply for non-U.S. Certificate Owners or non-U.S.
Note Owners who:                                                                

   o      have an office or other fixed place of business in the U.S.;

o      are former U.S. citizens;                                

o      are engaged in a banking, financing, insurance or similar
business in the U.S.; or                          

o      are "controlled foreign corporations," "foreign personal 
        holding companies," "passive foreign investment companies"
        or corporations that accumulate earnings in order to avoid
U.S. federal income tax.                          

These persons should consult their own U.S. tax advisors before investing       
in the certificates or notes.                                                   

Information Reporting and Backup Withholding                                    

 In general, information reporting requirements will apply to some
payments of principal and interest paid on certificates or notes and to the     
proceeds of the sale of a certificate or note made by U.S. Certificate          
Owners or U.S. Note Owners other than some exempt recipients, such as           
corporations. A 31% backup withholding tax will apply to those payments if      
the U.S. Certificate Owner or U.S. Note Owner fails to provide a taxpayer       
identification number or certification of exempt status or fails to report      
in full dividend and interest income.                                           

No information reporting or backup withholding will be required 
with respect to payments made by the Transferor or any withholding agent to     
a non-U.S. Certificate Owner or non-U.S. Note Owner if the statement            
described above under "-- Non-U.S. Certificate Owners and Non-U.S. Note         
Owners" has been received and the payor does not have knowledge that the        
non-U.S. Certificate Owner or non-U.S. Note Owner is actually a U.S.            
Certificate Owner or U.S. Note Owner.                                           

  In addition, backup withholding and information reporting will not
apply if payments of principal and interest on a certificate or note are        
paid or collected by a foreign office of a custodian, nominee or other          
foreign agent on behalf of a certificate owner or note owner or if a            
foreign office of a broker, as defined in applicable Treasury regulations,      
pays the proceeds of the sale of a certificate or note to the owner of that     
security. If, however, the custodian, nominee, agent or broker is, for U.S.     
federal income tax purposes:                                                    

o      a United States person,                                  

o      a controlled foreign corporation,                        

o      a foreign person that derives 50% or more of its gross   
         income for specified periods from the conduct of a trade or
business in the United States, or                 

o      for taxable years beginning after December 31, 2000, a   
    foreign partnership in which one or more United States
        persons, in the aggregate, own more than 50% of the income
         or capital interests in the partnership or which is engaged
in a trade or business in the United States,      

those payments will not be subject to backup withholding but will be subject    
to information reporting, unless:                                               

o      that custodian, nominee, agent or broker has documentary 
         evidence in its records that the relevant certificate owner
   or note owner is not a United States person and other
conditions are met, or                            

   o      the certificate owner or note owner otherwise establishes an
exemption.                                        

   Payments of principal and interest on a certificate or note paid to
the certificate owner or note owner by a United States office of a              
custodian, nominee or agent, or the payment by the United States office of      
a broker of the proceeds of sale of a certificate or note, will be subject      
to both backup withholding and information reporting unless:                    

o      the relevant certificate owner or note owner provides the
        statement referred to above under "-- Non-U.S. Certificate
Owners and Non-U.S. Note Owners", and             

o      the payor does not have actual knowledge that the        
certificate owner or note owner is actually a U.S.
     Certificate Owner or U.S. Note Owner or the certificate
     owner or note owner otherwise establishes an exemption.

Any amounts withheld under the backup withholding rules will be 
allowed as a refund or a credit against a certificate owner's or note           
owner's U.S. federal income tax liability provided the required information     
is furnished to the IRS.                                                        

State and Local Taxation                                                        

 The discussion above does not address the tax consequences of the
purchase, ownership or disposition of a certificate or note under any state     
or local tax law. Each investor should consult its own tax advisor              
regarding state and local tax consequences of purchasing, owning and            
disposing of a certificate or note.                                             

Employee Benefit Plan Considerations    

ERISA and the tax code impose requirements on Plans and on the  
Plans' fiduciaries. In accordance with ERISA's general fiduciary standards,     
before investing in securities, a Plan fiduciary should determine, among        
other factors, whether the investment:                                          

o      is permitted under the governing Plan;                   

o      is appropriate for the Plan in view of its overall       
          investment policy and the composition and diversification of
its portfolio; and                                

o      is prudent considering the factors discussed in this     
prospectus.                                       

ERISA and the tax code prohibit some transactions involving the 
assets of a Plan and persons who are either "parties in interest" under         
ERISA or "disqualified persons" under the tax code. Prohibited transactions     
may generate excise taxes and other liabilities. Thus, a Plan fiduciary         
considering an investment in the securities should also consider whether        
the investment might constitute a prohibited transaction under ERISA or the     
tax code.                                                                       

Certain ERISA Considerations With Respect to Notes                              

   Plans subject to the fiduciary and prohibited transactions rules of
ERISA and the tax code can purchase the notes subject to the considerations     
and conditions discussed below.                                                 

Prohibited Transaction Considerations                                           

Treatment of the Notes as Debt Instruments                      

  Some transactions involving the operation of the owner trust could
give rise to prohibited transactions under ERISA and the tax code if the        
assets of the owner trust were deemed to be assets of an investing Plan.        
Generally, under an ERISA regulation, when a Plan acquires an "equity           
interest" in an entity such as the owner trust, the Plan's assets include       
both the equity interest and an undivided interest in each of the               
underlying assets of the entity unless the exceptions set forth in the          
regulation apply.                                                               

   In general, an "equity interest" is defined under the regulation as
any interest in an entity other than an instrument which is treated as          
indebtedness under applicable local law and which has no substantial equity     
features. Although there is very little published authority concerning the      
application of this definition, the Transferor believes that the notes          
should be treated as debt rather than equity interests under the regulation     
because the notes:                                                              

   o      should be treated as indebtedness under applicable local law
      and debt, rather than equity, for U.S. tax purposes (see
       "Tax Matters--Tax Considerations Relating to Note Owners"
above); and                                       

o      should not be deemed to have any "substantial equity     
features."                                        

Accordingly, the assets of the owner trust should not constitute Plan           
assets subject to the fiduciary or prohibited transaction rules of ERISA or     
the tax code.                                                                   

Acquisition of Notes                                            

If a Plan purchases notes and a person who has a relationship to
the owner trust, such as the Transferor, the servicer, any trustee, or          
underwriters, or any of their affiliates, is also a "party in interest" or      
a "disqualified person" with respect to the Plan, the purchase may be           
prohibited under ERISA or the tax code, unless an exemption applies.            
Accordingly, fiduciaries of a Plan considering an investment in the notes       
should consult their own counsel concerning the propriety of the investment     
prior to making the purchase.                                                   

In light of the foregoing, by acceptance of a note, each holder 
will be deemed to have represented and warranted that either:                   

  o      the holder is not acquiring, or considered to be acquiring,
the note with the assets of a Plan; or            

  o      no non-exempt prohibited transaction will occur as a result
of the acquisition and holding of the notes.      

 EACH PLAN FIDUCIARY SHOULD CONSULT WITH ITS COUNSEL REGARDING THE
POTENTIAL CONSEQUENCES UNDER ERISA, THE TAX CODE OR SIMILAR STATE LAW OF        
THE ACQUISITION AND HOLDING OF THE NOTES.                                       

Certain ERISA Considerations With Respect to Certificates                       

Prohibited Transaction Considerations                                           

Treatment of Master Trust Assets as Plan Assets                 

   Some transactions involving the operation of the master trust might
constitute prohibited transactions under ERISA and the tax code, if assets      
of the master trust were deemed to be assets of an investing Plan. As noted     
above, the ERISA regulation concerns whether or not a Plan's assets would       
include an interest in the underlying assets of an entity (such as the          
master trust) for purposes of the reporting and disclosure and fiduciary        
responsibility provisions of ERISA. If assets of the master trust were          
deemed to be assets of an investing Plan, any person who has discretionary      
authority or control with respect to master trust assets will be a              
fiduciary of the investing Plan. This fiduciary status would increase the       
scope of activities which could be considered prohibited transactions under     
ERISA and the tax code. Accordingly, if Plans invest in the master trust,       
the master trust could be deemed to hold Plan assets unless one of the          
exceptions contained in the ERISA regulation applies.                           

   Exception for Insignificant Participation by Benefit Plan Investors

  The ERISA regulation provides that the assets of an entity such as
the master trust will not be deemed to be Plan assets if equity                 
participation in the entity by "benefit plan investors" is not                  
"significant." Examples of benefit plan investors include employee welfare      
benefit plans, some trusts or employee pension benefit plans and individual     
retirement accounts. Equity participation in an entity by benefit plan          
investors is not "significant" on any date if, immediately after the most       
recent acquisition of any equity interests in the entity, less than 25% of      
the value of each class of equity interests in the entity is held by            
benefit plan investors. This less than 25% interest excludes the value of       
any equity interests held by the Transferor, the Master Trust Trustee or        
its affiliates. No monitoring or other measures will be taken to ensure         
that the exception applies with respect to the master trust. No assurance       
can be given as to whether the value of any class of equity interests in        
the master trust held by benefit plan investors will be less than 25%, or       
whether the value will remain below 25%.                                        

Exception for Publicly Traded Securities                        

   The ERISA regulation contains an exception which provides that if a
Plan acquires a "publicly-offered security," the issuer of the security is      
not deemed to hold Plan assets solely by reason of such acquisition. A          
publicly-offered security is a security that is:                                

o      freely transferable;                                     

 o      part of a class of securities that is owned by 100 or more
         investors independent of the issuer and of one another; and

o      either                                                   

       -      part of a class of securities registered under the
Exchange Act; or                    

          -      sold to the Plan as part of an offering of securities
                   to the public under the Securities Act and the class of
          securities of which this security is a part is
                 registered under the Exchange Act within 120 days, or
               such later time as may be allowed by the SEC, after
                 the end of the fiscal year of the issuer during which
          the offering of these securities to the public
occurred.                           

Although it is anticipated that the conditions of this exception
may be met with respect to some classes of the certificates, no assurance       
can be given and no monitoring will be done.                                    

Fiduciaries and other persons contemplating purchasing the      
certificates on behalf of or with the assets of any Plan should consult         
their own counsel concerning the consequences to the Plan of an investment      
in the certificates, including the consequences to the Plan if the assets       
of the master trust were to become subject to the fiduciary and prohibited      
transactions rules of ERISA and the tax code.                                   

Additional Considerations for Insurance Company General Accounts

In particular, insurance companies considering the purchase of  
certificates of any series should consult their own employee benefits           
counsel or other appropriate counsel with respect to the U.S. Supreme           
Court's 1993 decision in which it was held that, under some circumstances,      
assets held in an insurance company's general account may be deemed to be       
assets of Plans that were issued policies supported by the general account.     
In addition, insurance companies may wish to consult with their own counsel     
regarding the Small Business Job Protection Act of 1996, which added a new      
section of ERISA relating to the status of the assets of insurance company      
general accounts under ERISA and a section of the tax code. This new            
section provides that assets underlying general account policies issued         
before December 31, 1998 will not be considered assets of a Plan to the         
extent criteria set forth in DOL regulations are satisfied. This section        
also requires the DOL to issue regulations establishing those criteria. On      
December 22, 1997, the DOL published proposed regulations, called the           
general account regulations, for this purpose. The general account              
regulations provide that when a Plan acquires a transition policy issued by     
an insurance company on or before December 31, 1998, which is supported by      
assets of the insurance company's general account, the Plan's assets will       
include the policy but not the underlying assets of the general account to      
the extent the requirements set forth in the general account regulations        
are satisfied. The general account regulations also require an independent      
fiduciary who has the authority to manage the Plan's assets to expressly        
authorize the acquisition of that transition policy. If adopted as              
proposed, the general account regulations would not apply to any general        
account policies issued after December 31, 1998. Accordingly, investors         
should analyze whether the U.S. Supreme Court case, the relevant ERISA          
section and the general account regulations may have an impact with respect     
to their purchase of the certificates of any series.                            

In light of the foregoing, by acceptance of a certificate, each 
holder will be deemed to have represented and warranted that either:            

  o      the holder is not acquiring, or considered to be acquiring,
the certificate with the assets of a Plan; or     

  o      no non-exempt prohibited transaction will occur as a result
  of such acquisition and holding of the certificates.

Plan of Distribution    

 The Transferor may sell the securities offered by the prospectus:

o      through underwriters or dealers,                         

o      directly to one or more purchasers, or                   

o      through agents.                                          

   The prospectus supplement for any offered series will set forth the
terms of the offering of the offered securities, including, without             
limitation, the names of any underwriters, the purchase price of the            
offered securities and the resulting proceeds to Chase USA, any                 
underwriting discounts and other items constituting underwriters'               
compensation, the initial public offering price and any discounts or            
concessions allowed or reallowed or paid to dealers.                            

 The underwriters of any underwritten securities will purchase the
securities for their own account. The underwriters may sell any securities      
they purchase in one or more transactions. Those sales may be transacted at     
a fixed public offering price, or at varying prices to be determined at the     
time of sale, which will be set forth or described in the prospectus            
supplement for the offered securities.                                          

 If Chase USA sells any securities to dealers as principals, those
dealers may re-sell those securities to the public at varying prices set by     
those dealers from time to time.                                                

   Chase USA also may sell securities through agents on a best-efforts
basis at varying prices.                                                        

Each underwriting agreement will provide that Chase USA, as     
Transferor of the receivables, will indemnify the underwriters of the           
offered securities against liabilities under the federal securities laws,       
or contribute to any amounts the underwriters may be required to pay with       
respect to such liabilities. Dealers and agents may also be entitled to         
indemnification or contribution with respect to liabilities under the           
federal securities laws.                                                        

Any underwriter will be permitted to engage in the following    
transactions, to the extent permitted by Regulation M under the Exchange        
Act:                                                                            

 o      Over-allotment transactions, which involve syndicate sales
       in excess of the offering size creating a syndicate short
position;                                         

  o      Stabilizing transactions, which permit bids to purchase the
       offered securities so long as the stabilizing bids do not
exceed a specified maximum;                       

  o      Syndicate covering transactions, which involve purchases of
 the offered securities in the open market after the
         distribution has been completed in order to cover syndicate
short positions; and                              

o      Penalty bids, which permit the underwriters to reclaim a 
         selling concession from a syndicate member when the offered
    securities originally sold by the syndicate member are
purchased in a syndicate covering transaction.    

Such over-allotment transactions, stabilizing transactions,     
syndicate covering transactions and penalty bids may cause prices of the        
offered securities to be higher than they would otherwise be in the absence     
of such transactions. Neither the master trust nor any of the underwriters      
represent that the underwriters will engage in any such transactions nor        
that such transactions, once commenced, will not be discontinued without        
notice.                                                                         

  This prospectus and the attached prospectus supplement may be used
by Chase Securities Inc., a wholly owned subsidiary of The Chase Manhattan      
Corporation and an affiliate of Chase USA, in connection with offers and        
sales related to market-making transactions in the offered securities.          
Chase Securities Inc. may act as principal or agent in such transactions.       
Such sales will be made at prices related to prevailing market prices at        
the time of sale.                                                               

Legal Matters     

Certain legal matters relating to the issuance of the securities
will be passed upon for the Transferor by Simpson Thacher & Bartlett, New       
York, New York. Certain legal matters relating to the issuance of the           
securities will be passed upon for the Underwriters by Skadden, Arps,           
Slate, Meagher & Flom LLP, New York, New York. Helene L. Kaplan, of counsel     
to Skadden, Arps, Slate, Meagher & Flom LLP, is a member of the Board of        
Directors of The Chase Manhattan Bank and The Chase Manhattan Corporation       
and owns _____ shares of the Corporation's common stock, with the               
associated rights attached thereto, ________ units of the Corporation's         
common stock equivalents which entitle the holder upon termination of           
service as a member of the Corporation's Board of Directors to receive a        
cash payment for each unit equal to the fair market value at that time of a     
share of the Corporation's common stock and __________ units of the             
Corporation's common stock equivalents which entitle the holder upon            
termination of service as a member of the Corporation's Board of Directors      
to receive an equal number of shares of the Corporation's common stock.         

Reports to Securityholders    

Unless and until Definitive Securities are issued, monthly and  
annual reports, containing information concerning the applicable master         
trust or owner trust and prepared by the servicer or the Administrator,         
will be sent on behalf of the master trust or owner trust to Cede as            
nominee of DTC and registered holder of the related securities. See             
"Description of the Securities--Form of Your Securities--Book-Entry             
Registration," "--Description of the Certificates--Reports to                   
Certificateholders" and "--Evidence as to Compliance." The reports will not     
constitute financial statements prepared in accordance with generally           
accepted accounting principles. The servicer does not intend to send any        
financial reports of Chase USA or CMB to the securities owners. The             
servicer will file with the SEC such periodic reports with respect to the       
master trust and the owner trusts as are required under the Exchange Act        
and the rules and regulations of the SEC under that Act.                        

Where You Can Find More Information     

 We filed a registration statement relating to the securities with
the SEC. This prospectus is part of the registration statement, but the         
registration statement includes additional information.                         

All required annual, monthly and special SEC reports and other  
information will be filed by the Transferor with respect to the master          
trust or with respect to each owner trust.                                      

  You may read and copy any reports, statements or other information
we file at the SEC's public reference room at 450 Fifth Street, N.W.,           
Washington, D.C. 20549. You can request copies of these documents, upon         
payment of a duplicating fee, by writing to the SEC. Please call the SEC at     
(800) SEC-0330 for further information on the operation of the public           
reference rooms. Our SEC filings are also available to the public on the        
SEC Internet site (http://www.sec.gov).                                         

   The SEC allows us to "incorporate by reference" information we file
with it, which means that we can disclose important information to you by       
referring you to those documents. The information incorporated by reference     
is considered to be part of this prospectus. Information that we file later     
with the SEC will automatically update the information in this prospectus.      
In all cases, you should rely on the later information over different           
information included in this prospectus or the related supplement. We           
incorporate by reference any future annual, monthly and special SEC reports     
and proxy materials filed by or on behalf of the master trust and any           
related owner trust until we terminate our offering of the securities.          

As a recipient of this prospectus, you may request a copy of any
document we incorporate by reference, except exhibits to the documents          
(unless the exhibits are specifically incorporated by reference), at no         
cost, by writing or calling us at: Comptroller of Chase USA, 802 Delaware       
Avenue, Wilmington, Delaware 19801, (302) 575-5000.                             

Glossary of Terms For Prospectus    

"Account" means each MasterCard and VISA credit card account    
established under a credit card agreement between Chase USA and any person      
and selected by Chase USA to have its receivables included in the master        
trust including each Additional Account but excluding each Removed Account.     

   "Accumulation Period" means either a Controlled Accumulation Period
or a Rapid Accumulation Period during which principal collections are           
accumulated in a Principal Funding Account for payment to                       
certificateholders on a scheduled payment date.                                 

"Accumulation Period Reserve Account" means an Eligible Deposit 
Account held for the benefit of the certificateholders of a series to be        
funded to cover potential shortfalls resulting from the difference between:     

o      the amount of investment earnings on funds accumulated in
         the Principal Funding Account during an Accumulation Period
and                                               

o      the amount of interest payments to be made to            
certificateholders.                               

"Additional Account" means each MasterCard and VISA credit card 
account selected by Chase USA to be included in the master trust as an          
Account to have its receivables added to the master trust.                      

   "Additional Interest" means interest on overdue Monthly Interest at
the rate specified in the related supplement.                                   

"Administrator" means Chase USA as the administrator of an owner
trust under a Deposit and Administration Agreement.                             

"Amortization Period" means a Controlled Amortization Period, a 
Principal Amortization Period or a Rapid Amortization Period.                   

"Bank Portfolio" means the portfolio of MasterCard and VISA     
accounts owned by Chase USA.                                                    

     "Cash Collateral Account" means an account securing a Cash Collateral
Guaranty.                                                                       

  "Cash Collateral Guaranty" means a guaranty secured by the deposit
of cash or permitted investments in a Cash Collateral Account reserved for      
the beneficiaries of that Cash Collateral Guaranty.                             

"Cedelbank" means Cedelbank, societe anonyme, an institution    
administering a book-entry settlement system for trading of securities in       
Europe.                                                                         

      "Cedelbank Customers" means organizations participating in Cedelbank's
book-entry system.                                                              

 "Chase USA" means Chase Manhattan Bank USA, National Association.

"Closing Date" means the date of issuance of a series.          

  "Collateral Interest" means a subordinated interest in a series of
certificates, in an amount initially equal to the percentage of the             
certificates of a series specified in the prospectus supplement for that        
series.                                                                         

"Collection Account" means an Eligible Deposit Account for the  
benefit of the certificateholders into which the servicer deposits              
collections on the receivables.                                                 

"Companion Series" means:                                       

o      a series which has been paired with a previously issued  
       series and has an Investor Interest that increases as the
          Investor Interest of the previously issued series decreases;
or                                                

 o      any series designated as a Companion Series in the related
Series Supplement.                                

"Controlled Accumulation Amount" means a designated amount      
scheduled to be deposited in the Principal Funding Account on each Transfer     
Date during the Controlled Accumulation Period as specified in the related      
supplement.                                                                     

"Controlled Accumulation Period" means a period:                

o      beginning on a date specified in the related supplement  
after the Revolving Period and                    

o      ending on the earliest of                                

-      the start of the Rapid Accumulation Period,

    -      the start of the Rapid Amortization Period, and

-      the Series Termination Date; and           

during which collections of Principal Receivables up to the amount              
specified in the related supplement are deposited monthly into the              
Principal Funding Account.                                                      

"Controlled Amortization Amount" means a designated amount      
scheduled to be paid on each Distribution Date during the Controlled            
Amortization Period as specified in the related supplement.                     

"Controlled Amortization Period" means a period:                

  o      beginning on a date specified in the related supplement and

o      ending on the earlier of                                 

   -      the start of the Rapid Amortization Period and

-      the Series Termination Date; and           

during which collections of Principal Receivables up to an amount specified     
in the related supplement are paid to certificateholders on each                
Distribution Date.                                                              

   "Controlled Deposit Amount" means the amount to be deposited in the
Principal Funding Account on each Transfer Date during the Controlled           
Accumulation Period to cover principal amounts due certificateholders on        
each scheduled payment date equal to the sum of:                                

     o      the Controlled Accumulation Amount for that Transfer Date, and

   o      any remaining shortfall in the Controlled Deposit Amount for
any prior Distribution Date.                      

    "Cooperative" means the Euro-clear Clearance System, S.C., a Belgian
cooperative corporation.                                                        

"Corporation" means The Chase Manhattan Corporation.            

"Credit Enhancement" means any instrument, agreement or other   
arrangement providing support for a series or class of securities. Credit       
Enhancement may be in the form of:                                              

   o      the subordination of one or more classes of the certificates
or the notes of a series,                         

o      a letter of credit,                                      

o      cash collateral guaranty or account,                     

o      a collateral interest,                                   

o      a surety bond,                                           

o      an insurance policy,                                     

o      a spread account,                                        

o      a reserve account,                                       

o      the use of cross support features,                       

o      another method of Credit Enhancement described in the    
related supplement, or                            

o      any combination of the above.                            

    "Credit Enhancement Percentage" means the percentage interest in the
receivables allocated to some credit enhancement providers.                     

"Cut-Off Date" means September 27, 1995.                        

 "Defaulted Account" means an Account written off as uncollectible
by the servicer.                                                                

      "Definitive Notes" means notes in fully registered, certificated form.

"Definitive Securities" means securities in fully registered,   
certificated form.                                                              

 "Deposit and Administration Agreement" means an agreement between
the Bank and an owner trust as specified in the related supplement under        
which a Series Certificate is deposited with the owner trust and Chase USA      
agrees to act as Administrator of the owner trust.                              

"Discount Option" means the Transferor's option to designate a  
percentage - the Discount Percentage - of receivables in the master trust       
that would otherwise be Principal Receivables, to be treated as Finance Charge  
Receivables.                                                                    

"Discount Option Receivables" means those receivables that      
otherwise would have been treated as Principal Receivables that are to be       
treated as Finance Charge Receivables at the option of Chase USA.               

    "Discount Percentage" means a specified fixed or variable percentage
as specified in the related supplement.                                         

   "Distribution Account" means an Eligible Deposit Account from which
distributions are made to certificateholders.                                   

"Distribution Date" means each date specified in the related    
supplement on which distributions of interest or principal are to be made       
to certificateholders.                                                          

"DOL" means the U.S. Department of Labor.                       

"DTC Participants" means participating organizations that have  
securities deposited with DTC.                                                  

   "Eligible Account" means, as of the relevant Cut-Off Date, or, with
respect to Additional Accounts, as of their date of designation for             
inclusion in the master trust, each Account owned by the Transferor:            

 o      which was in existence and maintained with the Transferor;

o      which is payable in United States dollars;               

   o      the obligor of which has provided, as his or her most recent
         billing address, an address located in the United States or
its territories or possessions;                   

o      which has not been classified by the Transferor as       
counterfeit, deleted, fraudulent, stolen or lost; 

o      which has either been originated by the Transferor or    
     acquired by the Transferor from other institutions; and

o      which has not been charged off by the Transferor in its  
        customary and usual manner for charging off Accounts as of
          the Cut-Off Date and, with respect to an Additional Account,
       as of its date of designation for inclusion in the master
trust.                                            

"Eligible Deposit Account" means either:                        

o      a segregated bank account with an Eligible Institution or

o      a segregated bank account with the corporate trust       
        department of a depository institution organized under the
 laws of the United States or any one of its states,
        including the District of Columbia, or any domestic branch
  of a foreign bank, and acting as a trustee for funds
          deposited in such accounts, so long as any of the securities
    of such depository institution has an investment grade
rating from each Rating Agency.                   

   "Eligible Institution" means those financial institutions described
under "Description of the Securities--Description of the                        
Certificates--Master Trust Bank Accounts."                                      

"Eligible Receivable" means each receivable:                    

o      which has arisen under an Eligible Account;              

 o      which was created in compliance, in all material respects,
        with all requirements of law applicable to the Transferor,
  and under the terms of a credit card agreement which
        complies in all material respects with all requirements of
law applicable to the Transferor;                 

o       with respect to which all consents, licenses or           
        authorizations of, or registrations with, any governmental
          authority required to be obtained or given by the Transferor
    in connection with the creation of a receivable or the
  execution, delivery, creation and performance by the
       Transferor of the related credit card agreement have been
        duly obtained or given and are in full force and effect as
of the date of the creation of the receivable;    

  o      as to which, at the time of its creation, the Transferor or
         the master trust has good title free and clear of all liens
 and security interests arising under or through the
          Transferor, other than some tax liens for taxes not then due
or which the Transferor is contesting;            

  o      which is the legal, valid and binding payment obligation of
   the obligor under the receivable, legally enforceable
        against that obligor in accordance with its terms, subject
to some bankruptcy-related exceptions; and        

   o      which constitutes an "account" or "general intangible" under
    Article 9 of the UCC as then in effect in the State of
Delaware.                                         

"Enhancement Invested Amount" means a subordinated investor     
interest in cash flows in respect of the receivables to the extent              
described in the related supplement.                                            

    "Euroclear Participants" means participants of the Euroclear System.

  "Events of Default" means, with respect to the notes, those events
described under "Description of the Securities--Description of the              
Notes--The Indentures--Events of Default:  Rights Upon Event of Default."       

   "Excess Funding Account" means the Eligible Deposit Account for the
benefit of the certificateholders in which principal collections are held       
as collateral if the Transferor Interest is                                     
less than the Minimum Transferor Interest.                                      

  "Finance Charge Account" means a bank account held for the benefit
of the certificateholders in which the servicer will deposit collections of     
finance charge receivables                                                      
allocated to the certificateholders.                                            

"Finance Charge Receivables" means periodic finance charges and 
other amounts charged in respect of some credit card fees, including cash       
advance fees, late fees and annual membership fees plus the amount of any       
Discount Option Receivables.                                                    

"Funding Period" means with respect to any pre-funded series,   
the period:                                                                     

   o      beginning on the Closing Date and ending on a specified date
     before an Amortization Period or an Accumulation Period
begins and                                        

 o      during which the aggregate amount of Principal Receivables
          in the Master Trust may be less than the aggregate principal
     amount of the certificates of the related series and an
        amount is held in a Pre-Funding Account for the benefit of
the certificateholders.                           

   "Group" means each series specified in the related supplement to be
included in any group.                                                          

"Indenture" means an agreement between a Chase credit card owner
trust and the applicable Indenture Trustee under which notes are issued.        

"Indenture Trustee" means the trustee acting on behalf of the   
noteholders under an Indenture.                                                 

   "Interchange" means fees received by creditors participating in the
VISA and MasterCard associations as partial compensation for taking credit      
risk, absorbing fraud losses, and funding receivables for a limited period      
prior to initial billing.                                                       

"Interest Funding Account" means an Eligible Deposit Account for
the benefit of the certificateholders in which amounts to be paid to            
certificateholders as interest will be deposited on a monthly basis, if         
interest payments are made to certificateholders less frequently than           
monthly.                                                                        

"Investor Charge-Off" means, for any Monthly Period, and for    
any series:                                                                     

   o      the amount by which the sum of (w) related Monthly Interest,
        (x) overdue Monthly Interest, (y) any Additional Interest,
    and (z) the accrued and unpaid Investor Servicing Fees
         payable from collections of Finance Charge Receivables, the
         Investor Default Amount and any other required fees exceeds

   o      amounts available to pay those amounts out of collections of
      Finance Charge Receivables, available credit enhancement
         amounts, if any, and other sources specified in the related
        supplement, if any, but not more than the Investor Default
Amount.                                           

"Investor Default Amount" means, for any Monthly Period, the    
product of:                                                                     

   o      the Investor Percentage with respect to that Monthly Period,
and                                               

 o      the aggregate amount of Principal Receivables in Defaulted
Accounts for that Monthly Period.                 

"Investor Interest" means the aggregate principal amount of the 
interest of the certificateholders in a series as specified in the related      
supplement.                                                                     

   "Investor Percentage" means each of the varying percentages used to
allocate to a series receivables in Defaulted Accounts and collections of       
Finance Charge Receivables and collections of Principal Receivables.            

 "Investor Servicing Fee" means the servicing fee allocable to the
Investor Interest of a series, as specified in the related supplement.          

"Master Trust" means the Chase Credit Card Master Trust.        

   "Master Trust Portfolio" means the portfolio of MasterCard and VISA
accounts selected from the Bank Portfolio to be Accounts designated to have     
their receivables included in the master trust.                                 

  "Master Trust Trustee" means The Bank of New York or any successor
trustee for the master trust.                                                   

   "Minimum Aggregate Principal Receivables" means an amount equal to:

o      the sum of the numerators used to calculate the Investor 
        Percentages for the allocation of collections of Principal
Receivables for each series outstanding minus     

o      the amount on deposit in the Excess Funding Account;     

provided, that the Minimum Aggregate Principal Receivables may be reduced to    
a lesser amount at any time if the Rating Agency Condition is satisfied.        

      "Minimum Transferor Interest" means, for any period, 7% of the sum of:

o      the average Principal Receivables for that period, and   

   o      the amount on deposit in each of the Excess Funding Account,
      the Principal Funding Account and any other bank account
     specified in the Pooling and Servicing Agreement or any
Series Supplement;                                

provided, however, that Chase USA may reduce the Minimum Transferor             
Interest to not less than 2% of the sum of the amounts specified above upon     
satisfaction of the Rating Agency Condition and other conditions set forth      
in the Pooling and Servicing Agreement.                                         

   "Monthly Interest" means interest accrued for a specified month for
any series or class.                                                            

"Monthly Period" means a calendar month, except that the first  
Monthly Period for any series:                                                  

o      begins on the Closing Date for that series and           

  o      ends on the last day of the calendar month before the month
          in which the first Distribution Date occurs for that series.

"Non-U.S. Certificate Owner" means a beneficial owner of a      
certificate other than a U.S. Certificate Owner.                                

   "Non-U.S. Note Owner" means a beneficial owner of a note other than
a U.S. Note Owner.                                                              

   "Note Maturity Date" means the final Payment Date on which payments
are to be made to the noteholders of a series.                                  

"Note Rate" means the interest rate per annum applicable for any
series or class of notes.                                                       

 "Owner Trustee" means the trustee of an owner trust identified in
the related supplement.                                                         

"Participations" means undivided interests in a pool of assets  
primarily consisting of receivables arising under consumer revolving credit     
card accounts owned by the Transferor.                                          

  "Payment Date" means the dates specified in the related supplement
on which distributions of interest or principal are to be made to               
noteholders.                                                                    

 "Pay Out Event" means, for any series of certificates issued by
the master trust, any of the events identified in the related supplement        
and any of the events described under "Description of the                       
Securities--Description of the Certificates--Pay Out Events."                   

"Paying Agent" means The Chase Manhattan Bank.                  

"Plan" means:                                                   

  o      an employee benefit plan within the meaning of Section 3(3)
of ERISA;                                         

    o      a plan within the meaning of Section 4975 of the tax code; or

  o      any entity which may be deemed to hold the assets of any of
          those plans under ERISA or the regulations promulgated under
        ERISA (including, without limitation, an insurance company
general account).                                 

"Pooling and Servicing Agreement" means the Second Amended and  
Restated Pooling and Servicing Agreement, dated as of September 1, 1996,        
among the Transferor, the servicer and the Master Trust Trustee, as amended     
from time to time.                                                              

   "Portfolio Yield" means, with respect to any series for any Monthly
Period, the annualized percentage equivalent of a fraction:                     

  o      the numerator of which is the sum of collections of Finance
       Charge Receivables, investment earnings on amounts in the
        Principal Funding Account --net of investment expenses and
         losses-- and amounts withdrawn from the Accumulation Period
       Reserve Account deposited into the Finance Charge Account
       for that Monthly Period, calculated on a cash basis after
      subtracting the Investor Default Amount for that Monthly
Period, and                                       

  o      the denominator of which is the Investor Interest as of the
       close of business on the last day of that Monthly Period.

"Pre-Funding Account" means a bank account:                     

   o      established with the Master Trust Trustee for the benefit of
certificateholders of a series and                

 o      in which is deposited the difference between the aggregate
          amount of principal receivables allocable to that series and
the aggregate outstanding principal amount of the 
certificates of that series.                      

  "Principal Account" means a bank account held for the benefit of
the certificateholders in which the servicer will deposit collections of        
principal receivables allocated to the certificateholders.                      

"Principal Amortization Period" means a period:                 

    o      beginning on the date specified in the related supplement and

o      ending on the earlier of                                 

   -      the start of the Rapid Amortization Period and

-      the Series Termination Date; and           

during which collections of Principal Receivables allocable to the Investor     
Interest of a series and other amounts specified in the related supplement      
will be used on each Distribution Date to make principal distributions to       
the certificateholders of that series or any class then scheduled to            
receive principal distributions.                                                

"Principal Commencement Date" means the date on which principal 
payments on the securities of a series are scheduled to begin.                  

  "Principal Funding Account" means an Eligible Deposit Account held
for the benefit of the certificateholders of a series with an Accumulation      
Period in which collections of principal receivables are accumulated.           

 "Principal Receivables" means receivables that consist of amounts
charged by cardholders for:                                                     

o      goods and services,                                      
o      cash advances, and                                       
     o      consolidation or transfer of balances from other credit cards,

less the amount of any Discount Option Receivables.                             

  "Program Office" means The Chase Manhattan Corporation's Year 2000
Enterprise Program Office.                                                      

  "Rapid Accumulation Event" means an event specified in the related
supplement that would cause a Rapid Accumulation Period to commence.            

"Rapid Accumulation Period" means a period:                     

  o      beginning when a Rapid Accumulation Event occurs or at such
      other time as is specified in the related supplement and

o      ending on the earliest of                                

-      the start of the Rapid Amortization Period,

    -      payment in full of the Investor Interest of the
certificates of that series and     

-      the related Series Termination Date; and   

during which collections of Principal Receivables allocable to a series         
will be deposited on each Transfer Date into the Principal Funding Account      
and used to pay principal to the certificateholders of that series or class     
on the scheduled payment date.                                                  

"Rapid Amortization Period" means a period:                     

o      beginning on the day a Pay Out Event occurs or such other
    date as may be specified in the related supplement and

o      ending on the earlier of                                 

   -      the date on which the Investor Interest of the
                 certificates of that series have been paid in full or

-      the related Series Termination Date; and   

during which collections of Principal Receivables allocable to a series         
will be paid on each Distribution Date to the certificateholders of that        
series.                                                                         

 "Rating Agency" means a nationally recognized rating organization
selected by Chase USA to rate any series.                                       

   "Rating Agency Condition" means the notification in writing by each
Rating Agency that a proposed action will not result in that Rating Agency      
reducing or withdrawing its then-existing rating of the investor                
certificates of any outstanding series or class with respect to which it is     
a Rating Agency.                                                                

   "Record Date" means the date specified in the related supplement as
of which a certificateholder must be the registered holder of a certificate     
to receive a payment on the following Distribution Date.                        

   "Recoveries" means amounts received by the servicer with respect to
charged-off accounts in the Bank Portfolio.                                     

 "Removed Accounts" means Accounts designated by the Transferor to
have their receivables conveyed from the master trust to the Transferor and     
which no longer constitute                                                      
Accounts.                                                                       

"Reserve Account" means a bank account established to provide   
support for a series or one or more classes of securities. This type of         
account may be funded by an initial cash deposit or any other method            
provided in the related supplement.                                             

"Revolving Period" means, with respect to any series, a period: 

o      beginning on the Closing Date and                        

o      ending when an Accumulation Period or Amortization Period
begins; and                                       

during which collections of Principal Receivables allocable to that series      
are generally not paid to certificateholders or accumulated but are             
generally paid to the Transferor.                                               

    "Series Certificate" means a Series Certificate issued by the master
trust and deposited in an  owner trust.                                         

"Series Supplement" means the supplement to the Pooling and     
Servicing Agreement relating to a particular series.                            

"Series Termination Date" means for any series the earliest to  
occur of:                                                                       

o      the Distribution Date on which the Investor Interest has 
been paid in full;                                

  o      the final Distribution Date on which principal and interest
 with respect to a series is scheduled to be paid as
described in the related supplement; and          

o      the Trust Termination Date.                              

"Servicer Default" means any failure of the servicer under the  
Pooling and Servicing Agreement and any Series Supplement:                      

o      to perform its duties or fulfill its obligations (each, a
"breach") and                                     

o      to cure the breach within a specified period of time,    
          including any grace period, after discovery or notice of the
breach.                                           

See "--Description of the Securities--Description of the                        
Certificates--Servicer Default" for a description of the specific events        
that could result in a Servicer Default."                                       

   "Spread Account" means an account providing support for a series or
one or more classes of securities by the periodic deposit in that account       
of available excess cash flow from the master trust assets.                     

 "Tax Opinion" means an opinion of counsel to the effect that, for
federal income tax purposes:                                                    

o      an issuance will not adversely affect the tax            
         characterization as debt of certificates of any outstanding
         series or class that were characterized as debt at the time
of their issuance;                                

  o      following the issuance, the master trust will not be deemed
   to be an association, or publicly traded partnership,
taxable as a corporation, and                     

  o      the issuance will not cause or constitute an event in which
          gain or loss would be recognized by any certificateholder or
the master trust.                                 

"Transfer Date" means the business day immediately prior to a   
Distribution Date.                                                              

"Transferor" means:                                             

o      with respect to the period before June 1, 1996, CMB      
(formerly known as Chemical Bank), and            

       o      with respect to the period beginning on June 1, 1996, Chase USA.

  "Transferor Certificate" means the certificate that represents the
Transferor Interest in the master trust.                                        

 "Transferor Interest" means the aggregate principal amount of the
interest of the Transferor in the master trust.                                 

"Transferor Percentage" means the percentage of receivables in  
Defaulted Accounts and collections of Finance Charge Receivables and            
collections of Principal Receivables allocated to the holder of the             
Transferor Certificate equal to 100% minus the sum of the applicable            
Investor Percentages for all series of certificates then outstanding.           

"Trust Termination Date" means the earliest of:                 

 o      the day after the Distribution Date on which the aggregate
  Investor Interest and Enhancement Invested Amount or
      Collateral Interest, if any, with respect to each series
outstanding is zero;                              

o       August 31, 2016; or                                     

   o      if the Receivables are sold, disposed of or liquidated after
      an insolvency event occurs, immediately after that sale,
disposition or liquidation.                       

"UCC" means the Uniform Commercial Code as in effect in the     
jurisdiction where Chase USA is located.                                        

  "U.S. Certificate Owner" means a beneficial owner of a certificate
(other than a Series Certificate) described under "Tax Matters--General."       

"U.S. Note Owner" means a beneficial owner of a note described  
under "Tax Matters--General."                                                   

"Year 2000 Core Team" means The Chase Manhattan Corporation's   
management team overseeing the Year 2000 compliance process.                    

[FLAG]                                                                          

The information in this prospectus is not complete and may be changed. We       
cannot sell these securities until the registration statement filed with        
the Securities and Exchange Commission is effective. This prospectus is not     
an offer to sell these securities and it is not soliciting an offer to buy      
these securities in any state where the offer or sale is not permitted.         

Prospectus Supplement to Prospectus, Dated ________, 1999                       

CHASE CREDIT CARD MASTER TRUST                                                  
Issuer                                                                          
Chase Manhattan Bank USA, National Association, Transferor                      
The Chase Manhattan Bank, Servicer                                              
$__________ Class a Floating Rate Asset Backed Certificates, Series 1999-_      
$__________ Class B Floating Rate Asset Backed Certificates, Series 1999-_      

                              Class A Certificates      Class B Certificates

Principal Amount               $___________________      $___________________   
Price                          $__________ (______%)     $__________ (______%)  
Underwriters' Commissions      $__________ (______%)     $__________ (______%)  
Proceeds to the Issuer         $__________ (______%)     $__________ (______%)  
Certificate Rate                   one-month LIBOR +         one-month LIBOR +  
                                        ____% p.a.                 ___% p.a.
Interest Payment Dates           monthly on the 15th       monthly on the 15th  
First Interest Payment Date          _________, 1999              ______, 1999  
Scheduled Principal Payment Date            _______                  ________   
                                 distribution date         distribution date

-----------------------------------------------------------------------------   
The Class B Certificates Are Subordinated To The Class A Certificatess.         
-----------------------------------------------------------------------------   

These Securities are Interests in Chase Credit Master Trust and are backed      
only by the assets of the Master Trust. Neither these Securities nor the        
assets of the Master Trust are obligations of Chase Manhattan Bank USA,         
N.A., The Chase Manhattan Bank or any of their affiliates, or obligations       
insured by the FDIC.                                                            

These securities are highly structured. Before you purchase these               
securities, be sure you understand the structure and the risks. See "Risk       
Factors" on pages S-10 of this Prospectus Supplement.                           

We have applied to have the Securities listed on the Luxembourg Stock           
Exchange.                                                                       

-----------------------------------------------------------------------------   
Neither the Securities and Exchange Commission nor any State Securities         
Commission has approved or disapproved of these Securities or passed on the     
adequacy or accuracy of the Disclosures in this Supplement and the attached     
Prospectus. Any representation to the contrary is a criminal offense.           
-----------------------------------------------------------------------------   

These securities are offered subject to availability.                           

Underwriters of the Class A Certificates.                                       

CHASE SECURITIES INC.                                                           

Underwriter of the Class B Certificates                                         

CHASE SECURITIES INC.                                                           

The date of this Prospectus Supplement is __________, 199_.     

Table of Contents     

                                                    Page

Where To Find Information In These Documents.....................S-3            

Summary of Terms.................................................S-4            

Structural Summary...............................................S-5            
The Series 1999-_ Certificates ............................S-5      
Chase Credit Card Master Trust ............................S-5      
Scheduled Principal Payments and Potential                          
Later Payments ......................................S-6
Minimum Yield on the Receivables; Possible                          
Early Principal Repayment of                            
Series 1999-_ .......................................S-6
Tax Status of Class A, Class B and Chase                            
Credit Card Master Trust ............................S-7
ERISA Considerations ......................................S-7      
Mailing Address and Telephone Number                                
of Principal Executive Offices ......................S-8

Selected Master Trust Portfolio Summary Data.....................S-9            

Risk Factors....................................................S-11            

The Chase Credit Card Master Trust Portfolio....................S-18            
General ..................................................S-18      
Delinquency and Loss Experience ..........................S-19      
Interchange ..............................................S-20      
Recoveries ...............................................S-20      

The Receivables.................................................S-21            
General ..................................................S-21      

Maturity Considerations.........................................S-25            
Controlled Accumulation Period ...........................S-25      
Rapid Amortization Period.................................S-25      
Pay out Events............................................S-26      
Payment Rates ............................................S-26      

Receivable Yield Considerations.................................S-27            

Use of Proceeds.................................................S-29            

Description of the Certificates.................................S-29            
General ..................................................S-29      
Exchanges ................................................S-30      
Status of the Certificates ...............................S-30      
Transfer and Exchange of Definitive                                 
Certificates .......................................S-30
Interest Payments ........................................S-31      
Principal Payments .......................................S-32      
Postponement of Controlled Accumulation                             
Period .............................................S-33
Subordination ............................................S-33      
Allocation Percentages ...................................S-34      
Reallocation of Cash Flows ...............................S-36      
Application of Collections ...............................S-37      
Shared Excess Finance Charge Collections .................S-44      
Shared Principal Collections .............................S-45      
Required Collateral Interest .............................S-45      
Defaulted Receivables; Investor Charge-offs ..............S-46      
Principal Funding Account ................................S-47      
Reserve Account ..........................................S-47      
Issuance of Additional Certificates ......................S-48      
Companion Series .........................................S-49      
Pay Out Events ...........................................S-50      
Servicing Compensation and Payment of                               
Expenses............................................S-51
Reports to Certificateholders ............................S-52      

Listing and General Information.................................S-52            

ERISA Considerations............................................S-53            
Class A Certificates .....................................S-54      
Class B Certificates .....................................S-54      
Consultation with Counsel ................................S-54      

Underwriting....................................................S-56            

Exchange Listing................................................S-57            

Index of Terms for Prospectus Supplement........................S-58            

Where To Find Information In These Documents            

The attached prospectus provides general information about Chase    
Credit Card Master Trust, including terms and conditions that are generally     
applicable to the securities issued by the master trust. The specific terms     
of Series 1999-_ are described in this supplement.                              

This supplement begins with several introductory sections describing
your series and Chase Credit Card Master Trust in abbreviated form:             

o  Summary of Terms provides important amounts, dates and           
other terms of your series;                                   

o  Structural Summary gives a brief introduction of the key         
structural features of your series and directions for locating
further information;                                          

o  Selected Master Trust Portfolio Summary Data gives certain       
 financial information about the assets of the Master Trust; and

o  Risk Factors describes risks that apply to your series.          

As you read through these sections, cross-references will direct you
to more detailed descriptions in the attached prospectus and elsewhere in       
this supplement. You can also directly reference key topics by looking at       
the table of contents pages in this supplement and the attached prospectus.     

 This prospectus supplement and the attached prospectus may be used by
Chase Securities Inc., an affiliate of Chase Manhattan Bank USA, N.A. and       
The Chase Manhattan Bank and a subsidiary of The Chase Manhattan                
Corporation, in connection with offers and sales related to market-making       
transactions in the certificates offered by this supplement and the             
attached prospectus. Chase Securities Inc. may act as principal or agent in     
such transactions. Such sales will be made at prices related to prevailing      
market prices at the time of sale.                                              

-----------------------------------------------------------------------------   
To Understand The Structure Of These Securities, You Must Read Carefully        
The Attached Prospectus and This Supplement In Their Entirety.                  
-----------------------------------------------------------------------------   

Summary of Terms    
-----------------------------------------------------------------------------   
Transferor:                  Chase Manhattan Bank USA, National                 
  Association--"Chase USA"
Servicer:                    The Chase Manhattan Bank--"Chase Bank"             
Master Trust Trustee:        The Bank of New York                               
Pricing Date:                _______, 1999                                      
Closing Date:                _______, 1999                                      
Clearance and Settlement:    DTC/Cedelbank/Euroclear                            
Master Trust Assets:         receivables originated in VISA and MasterCard      
                       accounts, including recoveries on charged-off
                  receivables and fees payable by VISA and
 MasterCard to Chase USA
-----------------------------------------------------------------------------   

Series Structure:                      Amount               % of Total Series   
Class A                      $___________                   __%   
Class B                      $___________                   __%   
Collateral Interest          $___________                   __%   
Annual Servicing Fee:                                              __%          

                               Class A                   Class B
Anticipated Ratings:*                                                           
(Moody's/S&P/Fitch IBCA)      Aaa/AAA/AAA               A2/A/A                  

Credit Enhancement:           subordination of         subordination of         
                        Class B and the          collateral interest
collateral interest 

Interest Rate:                one-month LIBOR + __%     one-month LIBOR + __%   
          p.a.                      p.a.

Interest Accrual Method:      actual/360                actual/360              

Interest Payment Dates:       monthly (15th)            monthly (15th)          

Interest Rate Index           2 business days           2 business days         
Reset Date:                   before each               before each             
                           interest payment date     interest payment date

First Interest Payment Date:  ______, 1999              ______, 1999            

Scheduled Principal                                                             
Payment Date:                 ___ distribution date     ____ distribution date  

Commencement of Controlled    Last day of ________      N/A                     
Accumulation Period                                                             
(subject to adjustment):                                                        

Series 1999-_ Legal Final                                                       
date Maturity:                ________distribution date ________distribution    

Application for Exchange                                                        
Listing:                      Luxembourg                Luxembourg              

CUSIP Number:                                                                   

ISIN:                                                                           

Common Code:                                                                    

* It is a condition to issuance that one of these ratings be obtained.          

Structural Summary    

This summary briefly describes certain major structural components of           
Series 1999-_. To fully understand the terms of Series 1999-_ you will need     
to read both this supplement and the attached prospectus in their entirety.     

The Series 1999-_ Certificates                                                  

Your certificates represent the right to a portion of collections on the        
underlying Master Trust assets. Your certificates will also be allocated a      
portion of net losses on receivables, if any. Any collections allocated to      
your series will be used to make interest or principal payments, to pay a       
portion of the fees of Chase Bank as servicer and to cover net losses           
allocated to your series. Any collections allocated to your series in           
excess of the amount owed to you or Chase Bank as servicer will be shared       
with other series of certificates issued by Chase Credit Card Master Trust,     
or returned to Chase USA. In no case will you receive more than the             
principal and interest owed to you under the terms described in this            
supplement.                                                                     

For further information on allocations and payments, see "Description of        
the Certificates--Allocation Percentages" and "--Application of                 
Collections" in this supplement. For further information about the              
receivables supporting your certificates, see "The Receivables" and             
"Receivable Yield Considerations" in this supplement. For a more detailed       
discussion of the certificates, see "Description of the Certificates" in        
this supplement.                                                                

Your certificates feature credit enhancement by means of the subordination      
of other interests, which is intended to protect you from net losses and        
shortfalls in cash flow. Credit enhancement is provided to Class A by the       
following:                                                                      

o  subordination of Class B; and                                          

o  subordination of the collateral interest.                              

Credit enhancement is provided to Class B by the following:                     

o  subordination of the collateral                                        
interest.                                                           

The effect of subordination is that the more subordinated interests will        
absorb any net losses allocated to Series 1999-_, and make up any               
shortfalls in cash flow, before the more senior interests are affected. On      
the closing date the collateral interest will be $__________, or _% of          
Series 1999-_. If the cash flow and any subordinated interest do not cover      
all net losses allocated to Series 1999-_, your payments of interest and        
principal will be reduced and you may suffer a loss of principal.               

For a more detailed description of the subordination provisions of Series       
1999-_, see "Description of the Certificates--Subordination" in this            
supplement. For a discussion of losses, see "Description of the                 
Certificates--Defaulted Receivables; Investor Charge- Offs" in this             
supplement. See "Risk Factors" in this supplement for more detailed             
discussions of the risks of investing in Series 1999-_.                         

Chase Credit Card Master Trust                                                  

Your series is one of nineteen outstanding series issued by Chase Credit        
Card Master Trust. Chase Credit Card Master Trust is maintained by the          
Master Trust Trustee for the benefit of:                                        

o  certificateholders of Series 1999-_;                                   

o  certificateholders of other series issued by                           
Chase Credit Card Master Trust;                                     

o  providers of credit enhancements for Series 1999-_ and other series    
issued by Chase Credit Card Master Trust; and                       

o  Chase USA.                                                             

Each series has a claim to a fixed dollar amount of Chase Credit Card           
Master Trust's assets, regardless of the total amount of receivables in the     
Master Trust at any time. Chase USA holds the remaining claim to Chase          
Credit Card Master Trust's assets, which fluctuates with the total amount       
of receivables in the Master Trust. Chase USA, as the holder of that            
remainder, has the right to purchase the outstanding Series 1999-_              
certificates at any time when the outstanding amount of the Series 1999-_       
certificateholders' interest in Chase Credit Card Master Trust is less than     
5% of the original amount of that interest.                                     

For more information on Chase Credit Card Master Trust's assets, see "The       
Chase Credit Card Master Trust Portfolio" and "The Receivables" in this         
supplement and "Chase USA's Credit Card Activities" and "The Receivables"       
in the attached prospectus.                                                     

Scheduled Principal Payments and Potential Later Payments                       

Chase Credit Card Master Trust expects to pay the entire principal amount       
of Class A in one payment on the ________ distribution date, and the entire     
principal amount of Class B in one payment on the ________ distribution         
date. In order to accumulate the funds to pay Class A on its scheduled          
payment date, the Master Trust will accumulate principal collections in a       
principal funding account. The Master Trust will deposit funds into the         
principal funding account during a "controlled accumulation period." The        
length of the controlled accumulation period may be as long as twelve           
months, but will be shortened if Chase USA expects that a shorter period        
will suffice for the accumulation of the Class A payment amount. The            
accumulation period will end on the scheduled payment date for Class A,         
when the funds on deposit in the principal funding account will be paid to      
Class A.                                                                        

If Class A is not fully repaid on its scheduled payment date, Class A will      
begin to amortize by means of monthly payments of all principal collections     
allocated to Series 1999-_ until it is fully repaid.                            

After Class A is fully repaid the Master Trust will use principal               
collections allocated to Series 1999-_ to repay Class B. Because of the         
relatively small principal payment required to repay Class B, the Master        
Trust expects to pay the Class B principal in full in one month. If Class B     
is not fully repaid on its scheduled payment date, Class B will begin to        
amortize by means of monthly payments of all principal collections              
allocated to Series 1999-_ after Class A is fully repaid.                       

For more information on scheduled principal payments, the controlled            
accumulation period and Class B principal payments, see "Maturity               
Considerations" and "Description of the Certificates--Principal Payments,"      
"--Postponement of Controlled Accumulation Period" and "--Application of        
Collections--Payments of Principal" in this supplement and "Description of      
the Certificates--Principal Payments" and "--Accumulation Period" in the        
attached prospectus.                                                            

Prior to the commencement of an accumulation or amortization period for         
Series 1999-_, principal collections will be paid to Chase USA or shared        
with other series that are amortizing or in an accumulation period.             

Minimum Yield on the Receivables; Possible Early                                
Principal Repayment of Series 1999-_                                            

Class A or Class B may be repaid earlier than its scheduled principal           
repayment date if collections on the underlying receivables, together with      
other amounts available for payment to securityholders, are too low. The        
minimum amount that must be available for payment to Series 1999-_ in any       
month, referred to as the "base rate," is the sum of the interest payable       
to Class A, the interest payable to Class B and the interest payable to the     
holder of the collateral interest, in each case for the related interest        
period, plus the servicing fee for the related month. If the average Master     
Trust portfolio yield for Series 1999-_ for any three consecutive months is     
less than the average base rate for the same three consecutive months, a        
"pay out event" will occur with respect to Series 1999-_ and the Master         
Trust will commence a rapid amortization of Series 1999-_, and holders of       
Series 1999-_ certificates will receive principal payments earlier than the     
scheduled principal repayment date.                                             

Series 1999-_ is also subject to several other pay out events, which could      
cause Series 1999-_ to amortize, and which are summarized under the heading     
"Description of the Certificates--Pay Out Events" in this supplement. If        
Series 1999-_ begins to amortize, Class A will receive monthly payments of      
principal until it is fully repaid; Class B will then receive monthly           
payments of principal until it is fully repaid. In that event, your             
certificates may be repaid prior to the scheduled payment date.                 

The final payment of principal and interest will be made no later than the      
________ distribution date, which is the Series 1999-_ final payment date.      

For more information on pay out events, the portfolio yield and base rate,      
early principal repayment and rapid amortization, see "Maturity                 
Considerations," "Description of the Certificates--Principal Payments" and      
"--Pay Out Events" in this supplement and "Description of the                   
Certificates--Principal Payments," "--Rapid Amortization Period" and            

"--Final Payment of Principal; Termination" in the                              
attached prospectus.                                                            

Tax Status of Class A, Class B and Chase Credit                                 
Card Master Trust                                                               

Simpson Thacher & Bartlett, tax counsel to Chase USA, is of the opinion         
that:                                                                           

o  under existing law the Class A and Class B                             
certificates will be characterized as debt for                      
U.S. federal income tax purposes; and                               

o  Chase Credit Card Master Trust will not be an association              
or publicly traded partnership taxable as a corporation             
for U.S. federal income tax purposes.                               

For further information regarding the application of                            
U.S. federal income tax laws, see "Tax Matters" in the                          
attached prospectus.                                                            

ERISA Considerations                                                            

Class A Certificates: The underwriters anticipate that the Class A              
certificates will meet the criteria for treatment as "publicly-offered          
securities." If so, subject to important considerations described under         
"ERISA Considerations" in this prospectus supplement and "Employee Benefit      
Plan Considerations" in the attached prospectus, the Class A certificates       
will be eligible for purchase by persons investing assets of employee           
benefit plans or individual retirement accounts.                                

Class B Certificates:  Pension plans and other investors                        
subject to ERISA cannot acquire Class B certificates.                           
Prohibited investors include:                                                   

o  "employee benefit plans" as defined in                                 
section 3(3) of ERISA;                                              

o  any "plan" as defined in section 4975 of the                           
U.S. Internal Revenue Code; and                                     

o  any entity whose underlying assets may be deemed to include "plan      
assets" under ERISA by reason of any such plan's investment in the  
entity, including insurance company general accounts.               

By purchasing any Class B certificates, you certify that you are not within     
any of those categories.                                                        

For further information regarding the application of ERISA, see "ERISA          
Considerations" in this supplement and "Employee Benefit Plan                   
Considerations" in the attached prospectus.                                     

Mailing Address and Telephone Number of                                         
Principal Executive Offices                                                     

The mailing address of Chase Manhattan Bank USA, National Association is        
802 Delaware Avenue, Wilmington, Delaware 19801, and the telephone number       
is (302) 575-5000.                                                              

Selected Master Trust Portfolio Summary Data  

[GRAPHIC OMITTED]                                                               

The chart above shows the geographic distribution of the receivables in the     
master trust portfolio among the 50                                             
states and the District of Columbia.  Other than the states specifically        
shown in the chart, no state accounts for more                                  
than 5% of receivables in the master trust portfolio.                           
[GRAPHIC OMITTED]                                                               

The chart above shows the percentages of the receivables in the master          
trust portfolio arising under accounts within the age brackets shown.           

[GRAPHIC OMITTED]                                                               

The chart above shows the total yield, payment rate and net charge-off rate     
for the master trust portfolio for each month from January, 1997 to             
December, 1998.                                                                 

"Master Trust Yield" for any month means the total amount of collected          
finance charges and interchange charges allocated to Chase Credit Card          
Master Trust for the month, expressed as a percentage of total outstanding      
principal receivables at the beginning of the month.                            

The "payment rate" for any month is the aggregate amount collected on           
receivables during the month, including recoveries on previously charged        
off, receivables, expressed as a percentage of total outstanding                
receivables at the beginning of the month.                                      

The amount of "net charge-offs" for any month is the amount of charged-off      
receivables recorded in the month, net of any recoveries from earlier           
charge-offs on receivables in the master trust portfolio, expressed as a        
percentage of total outstanding principal receivables at the beginning of       
the month.                                                                      

Risk Factors    

 You should consider the following risk factors in deciding whether to
purchase the asset backed certificates described herein.                        

Potential Early Repayment or                                                    
Delayed Payment Due to Reduced                                                  
Portfolio Yield                   If the average Master Trust portfolio         
                         yield for Series 1999-_ for any three
                       consecutive months is less than the
                        average base rate for the same three
                         consecutive months, a "pay out event"
                            will occur with respect to Series 1999-_
                        and the Master Trust will commence a
                            rapid amortization of Series 1999-_, and
                         holders of Series 1999-_ certificates
                           will receive principal payments earlier
                          than the scheduled principal repayment
                            date. Moreover, if principal collections
                            on receivables allocated to other series
                            are available for application to a rapid
                   amortization of any outstanding
                            securities, the period during which that
                    rapid amortization occurs may be
                           substantially shortened. Because of the
                    potential for early repayment if
                             collections on the receivables fall below
                         the minimum amount, any circumstances
                       that tend to reduce collections may
                           increase the risk of early repayment of
  Series 1999-_.

                            Conversely, any reduction in collections
                     may cause the period during which
                      collections are accumulated in the
                            principal funding account for payment of
                             Class A to be longer than otherwise would
       have been the case.

                         The following factors could result in
                     circumstances that tend to reduce
collections:

                      Chase USA May Change the Terms and
              Conditions of the Accounts

                           Chase USA will transfer to Chase Credit
                         Card Master Trust receivables arising
                             under specified credit card accounts, but
                        Chase USA will continue to own those
                             accounts. As the owner of those accounts,
                         Chase USA retains the right to change
                         various terms and conditions of those
                           accounts, including finance charges and
                          other fees it charges and the required
                          minimum monthly payment. Chase USA may
                       change the terms of the accounts to
                            maintain its competitive position in the
                        credit card industry. Changes in the
                        terms of the accounts may reduce the
                           amount of receivables arising under the
                  accounts, reduce the amount of
                        collections on those receivables, or
                     otherwise alter payment patterns.

                         Chase USA has agreed that it will not
                          reduce the periodic finance charges it
                            charges on the receivables or other fees
                             on any account if that action would cause
                           Chase USA to reasonably expect that the
                             net yield on the Master Trust's portfolio
                             of accounts would be insufficient to make
                             interest payments on Series 1999-_ or any
                             other interest issued by the Master Trust
                            and pay the servicing fee payable by the
                     Master Trust, unless Chase USA is
                           required by law to reduce those charges
                     or determines that reductions are
                         necessary to maintain its credit card
                     business, based on its good faith
                           assessment of its business competition.

                         Chase USA has agreed that it will not
                           change the terms of the accounts or its
                             policies relating to the operation of its
                       credit card business, including the
                             reduction of the required minimum monthly
                             payment and the calculation of the amount
                           or the timing of finance charges, other
                          fees and charges, unless it reasonably
                            believes a pay out event would not occur
                            for any series and takes the same action
                      on its other substantially similar
                        accounts, to the extent permitted by
   those accounts.

                        Chase USA has no restrictions on its
                      ability to change the terms of the
                            accounts except as described above or in
            the attached prospectus.

                            Chase USA May Add Accounts to the Master
   Trust Portfolio

                       In addition to the accounts already
                           designated for Chase Credit Card Master
                    Trust, Chase USA is permitted to
                         designate additional accounts for the
                          Master Trust portfolio and to transfer
                            the receivables in those accounts to the
                      Master Trust. Any new accounts and
                            receivables may have different terms and
                    conditions than the accounts and
                           receivables already in the Master Trust
                            portfolio - such as higher or lower fees
                           or interest rates, or longer or shorter
                        principal payment terms. Credit card
                          accounts purchased by Chase USA may be
                      included as additional accounts if
                            certain conditions are satisfied. Credit
                             card accounts purchased by Chase USA will
                          have been originated using the account
                           originator's underwriting criteria, not
                   those of Chase USA. The account
                             originator's underwriting criteria may be
                           less stringent than those of Chase USA.
                        The new accounts and receivables may
                          produce higher or lower collections or
                           charge-offs over time than the accounts
                         and receivables already in the Master
                             Trust and could tend to reduce the amount
                      of collections allocated to Series
1999-_.     

                            Also, if Chase USA's percentage interest
                             in the accounts of the Master Trust falls
                             to 7% or less, Chase USA will be required
                         to maintain that level by designating
                            additional accounts for the Master Trust
                  portfolio and transferring the
                        receivables in those accounts to the
                             Master Trust. If Chase USA is required to
                            add accounts to the Master Trust, it may
                            not have any accounts to be added to the
                           Master Trust. If Chase USA fails to add
                             accounts when required, a "pay out event"
                            will occur and you could receive payment
                          of principal sooner than expected. See
       "Description of the
                          Certificates--Addition of Master Trust
                       Assets" in the attached prospectus.

                             Certificate and Receivables Interest Rate
          Reset Terms May Differ

                     Finance charges on certain of the
                        accounts in Chase Credit Card Master
                           Trust accrue at a variable rate above a
                             designated prime rate or other designated
                       index. The certificate rate of your
                             certificate is based on LIBOR. Changes in
                             LIBOR might not be reflected in the prime
                           rate or the designated index, resulting
                   in a higher or lower spread, or
                     difference, between the amount of
                             collections of finance charge receivables
                      on the accounts and the amounts of
                         interest payable on Series 1999-_ and
                           other amounts required to be funded out
                    of collections of finance charge
receivables.

                     Finance charges on certain of the
                            accounts in the Master Trust accrue at a
                       fixed rate. If LIBOR increases, the
                          amount of interest on your certificate
                           and other amounts required to be funded
                        out of collections of finance charge
                        receivables will increase, while the
                           amount of collections of finance charge
                           receivables on the accounts will remain
                          the same unless and until the rates on
           the accounts are reset.

                    A decrease in the spread between
                             collections of finance charge receivables
                             and interest payments on your certificate
                    could increase the risk of early
repayment.  

                           Changes to Consumer Protection Laws May
                     Impede Chase's Collection Efforts

                         Federal and state consumer protection
                  laws regulate the creation and
                            enforcement of consumer loans, including
                         credit card accounts and receivables.
                             Changes or additions to those regulations
                        could make it more difficult for the
                          servicer of the receivables to collect
                             payments on the receivables or reduce the
                             finance charges and other fees that Chase
                         USA can charge on credit card account
                  balances, resulting in reduced
                        collections. See "Description of the
                        Certificates--Pay Out Events" in the
        attached prospectus.

                       Receivables that do not comply with
                             consumer protection laws may not be valid
                           or enforceable in accordance with their
                       terms against the obligors on those
                receivables. Chase USA makes
                           representations and warranties relating
                          to the validity and enforce-ability of
                     the receivables arising under the
                           accounts in the Master Trust portfolio.
                           Subject to certain conditions described
             under "Description of the
                     Certificates--Representations and
                          Warranties" in the attached prospectus
                         Chase USA must accept reassignment of
                           each receivable that does not comply in
                  all material respects with all
                            requirements of applicable law. However,
                        we do not anticipate that the Master
                       Trust Trustee under the pooling and
                     servicing agreement will make any
                         examination of the receivables or the
                      related records for the purpose of
                          determining the presence or absence of
                            defects, compliance with representations
                             and warranties, or for any other purpose.
                            The only remedy if any representation or
                           warranty is violated, and the violation
                             continues beyond the period of time Chase
                             USA has to correct the violation, is that
                             Chase USA must accept reassignment of the
                          receivables affected by the violation,
                           subject to certain conditions described
             under "Description of the
                     Certificates--Representations and
                           Warranties" in the attached prospectus.
                          See also "Certain Legal Aspects of the
                             Receivables--Consumer Protection Laws" in
            the attached prospectus.

                           If a cardholder sought protection under
                         federal or state bankruptcy or debtor
                        relief laws, a court could reduce or
                         discharge completely the cardholder's
                           obligations to repay amounts due on its
                         account and, as a result, the related
                       receivables would be written off as
                          uncollectible. See "Description of the
                        Certificates--Defaulted Receivables;
                             Investor Charge- Offs" in this supplement
           and "Description of the
                        Certificates--Defaulted Receivables;
                            Rebates and Fraudulent Charges; Investor
                            Charge-Offs" in the attached prospectus.

                          Slower Generation of Receivables Could
      Reduce Collections

                        The receivables transferred to Chase
                           Credit Card Master Trust may be paid at
                           any time. We cannot assure the creation
                           of additional receivables in the Master
                           Trust's accounts or that any particular
                       pattern of cardholder payments will
                       occur. A significant decline in the
                          amount of new receivables generated by
                          the accounts in the Master Trust could
                             result in reduced amounts of Master Trust
              collections. See "Maturity
                       Considerations" in this supplement.

Allocations of Charged-off                                                      
Receivables Could Reduce                                                        
Payments to Certificateholders    Chase USA anticipates that it will write      
                            off as uncollectible some portion of the
                          receivables arising in accounts in the
                         Master Trust portfolio. Each class of
                             Series 1999-_ will be allocated a portion
                         of those charged-off receivables. See
       "Description of the
                             Certificates--Allocation Percentages" and
                       "The Chase Credit Card Master Trust
                   Portfolio--Delinquency and Loss
                          Experience" in this supplement. If the
                     amount of charged-off receivables
                          allocated to any class of certificates
                     exceeds the amount of other funds
                        available for reimbursement of those
                         charge-offs (which could occur if the
                            limited amount of credit enhancement for
                          those certificates is reduced to zero)
                             the holders of those certificates may not
                            receive the full amount of principal and
                             interest due to them. See "Description of
                          the Certificates--Reallocation of Cash
                          Flows," "--Application of Collections"
                          and "--Defaulted Receivables; Investor
                    Charge-Offs" in this supplement.

Limited Ability to                                                              
Resell Certificates               The underwriters may assist in resales of     
                             Class A and Class B certificates but they
                          are not required to do so. A secondary
                             market for any of your securities may not
                       develop. If a secondary market does
                        develop, it might not continue or it
                             might not be sufficiently liquid to allow
                         you to resell any of your securities.

Certain Liens Could Be Given                                                    
Priority Over Your Securities     Chase USA accounts for the transfer of        
                            the receivables to the Master Trust as a
                         sale. However, a court could conclude
                             that Chase USA still owns the receivables
                          and that the Master Trust holds only a
                          security interest. Chase USA will take
                            steps to give the Master Trust Trustee a
                      "first priority perfected security
                             interest" in the receivables in the event
                          a court concludes Chase USA still owns
                        the receivables. If Chase USA became
                     insolvent and the Federal Deposit
                        Insurance Corporation were appointed
                             conservator or receiver of Chase USA, the
                           FDIC's administrative expenses might be
                        paid from the receivables before the
                             Master Trust received any payments on the
                          receivables. If a court concludes that
                            the transfer to the Master Trust is only
                         a grant of a security interest in the
                            receivables certain liens on Chase USA's
                           property arising before new receivables
                           come into existence may get paid before
                        the Master Trust's interest in those
                             receivables. Those liens include a tax or
                            government lien or other liens permitted
                        under the law without the consent of
                            Chase USA. See "Certain Legal Aspects of
                             the Receivables--Transfer of Receivables"
           and "Description of the
                     Certificates--Representations and
                           Warranties" in the attached prospectus.

Insolvency or Bankruptcy of Chase                                               
USA Could Result in Accelerated,                                                
Delayed or Reduced Payments to                                                  
Certificateholders                Under the Federal Deposit Insurance Act,      
                            as amended by the Financial Institutions
                           Reform, Recovery and Enforcement Act of
                     1989, the Master Trust's security
                             interest in the receivables arising under
                    the accounts in the Master Trust
                             portfolio should be respected by the FDIC
where--     

                             o Chase USA's transfer of the receivables
                             to the Master Trust is the grant of a
                      valid security interest in the
                        receivables to the Master Trust;

                         o Chase USA becomes insolvent and the
                        FDIC is appointed conservator or
              receiver of Chase USA;

                          o the security interest (a) is validly
                               perfected before Chase USA's insolvency
                              and (b) was not taken in contemplation
                             of Chase USA's insolvency or with the
                          intent to hinder, delay or defraud
                       Chase USA or its creditors; and

                         o the pooling and servicing agreement
                               establishing the Master Trust under the
                        Federal Deposit Insurance Act is
                          continuously an official record of
                            Chase USA and represents a bona fide
                               and arm's length transaction undertaken
                         for adequate consideration in the
                    ordinary course of business.

                          Under the Federal Deposit Insurance Act,
  the FDIC could--

                             o require The Bank of New York, as Master
                          Trust Trustee for the Trust, to go
                        through an administrative claims
                           procedure to establish its right to
                             payments collected on the receivables
            in the Master Trust;

                        o request a stay of proceedings with
                respect to Chase USA; or

                         o repudiate the pooling and servicing
                               agreement establishing the Master Trust
                              and limit the Master Trust's resulting
                            claim to "actual direct compensatory
                           damages" measured as of the date of
                        receivership. See "Certain Legal
                           Aspects of the Receivables--Certain
                            Matters Relating to Receivership" in
                the attached prospectus.

                         If the FDIC were to take any of those
                        actions your payments of outstanding
                           principal and interest could be delayed
         and possibly reduced.

                     If a conservator or receiver were
                            appointed for Chase USA, then a "pay out
                          event" could occur for all outstanding
                          series. Under the terms of the pooling
                         and servicing agreement new principal
                           receivables would not be transferred to
                         the Master Trust and the Master Trust
                      Trustee would sell the receivables
                           (unless holders of more than 50% of the
                      investor interest of each class of
                            outstanding certificates gave the Master
                          Trust Trustee other instructions). The
                             Master Trust would then terminate earlier
                         than was planned and you could have a
                       loss if the sale of the receivables
                             produced insufficient net proceeds to pay
                            you in full. The conservator or receiver
                    may nonetheless have the power--

                            o regardless of the terms of the pooling
                               and servicing agreement, (a) to prevent
                             the beginning of a rapid amortization
                             period, (b) to prevent the early sale
                             of the receivables and termination of
                              the Master Trust or (c) to require new
                               principal receivables to continue being
                           transferred to the Master Trust; or

                          o  regardless of the instructions of the
                              certificateholders, (a) to require the
                        early sale of the Master Trust's
                               receivables, (b) to require termination
                             of the Master Trust and retirement of
                       the Master Trust's certificates
                           (including Series 1999-_) or (c) to
                          prohibit the continued transfer of
                            principal receivables to the trusts.

                            In addition, if Chase Bank, as servicer,
                         defaults on its obligations under the
                          pooling and servicing agreement solely
                        because a conservator or receiver is
                             appointed for Chase Bank, the conservator
                       or receiver might have the power to
                           prevent either the Master Trust Trustee
                          or the holders of securities issued by
                            the Trust from appointing a new servicer
                           under the related pooling and servicing
                            agreement. See "Certain Legal Aspects of
                             the Receivables--Certain Matters Relating
                    to Receivership" in the attached
prospectus. 

Issuance of Additional Series                                                   
by the Trust May Affect the                                                     
Timing of Payments                Chase Credit Card Master Trust, as a          
                     master trust, may issue series of
                       certificates from time to time. The
                            Master Trust may issue additional series
                           with terms that are different from your
                      series without the prior review or
                            consent of any certificateholders. It is
                           a condition to the issuance of each new
                           series that each rating agency that has
                          rated an outstanding series confirm in
                        writing that the issuance of the new
                            series will not result in a reduction or
                            withdrawal of its rating of any class of
           any outstanding series.

                            However, the terms of a new series could
                             affect the timing and amounts of payments
                        on any other outstanding series. See
       "Description of the
                            Certificates--Exchanges" in the attached
prospectus. 

Individual Certificateholders                                                   
Will Have Limited Control of                                                    
Trust Actions                     Certificateholders of any series or any       
                      class within a series may need the
                      consent or approval of a specified
                          percentage of the investor interest of
                         other series or a class of such other
                             series to take or direct certain actions,
                             including to require the appointment of a
                           successor servicer after Chase Bank, as
                         servicer, defaults on its obligations
                   under the pooling and servicing
                       agreement, to amend the pooling and
                             servicing agreement in some cases, and to
                          direct a repurchase of all outstanding
                            series after certain violations of Chase
                             USA's representations and warranties. The
                          interests of the certificateholders of
                         any such series may not coincide with
                           yours, making it more difficult for you
                             or any other particular certificateholder
                            to achieve the desired results from such
vote.       

Class B Bears Additional                                                        
Credit Risk                       Because Class B is subordinated to Class      
                             A, principal payments to Class B will not
                  begin until Class A is repaid.
                           Additionally, if collections of finance
                          charge receivables allocated to Series
                            1999-_ are insufficient to cover amounts
                             due to Class A, the investor interest for
                        Class B might be reduced. This would
                           reduce the amount of the collections of
                           finance charge receivables available to
                             Class B in future periods and could cause
                    a possible delay or reduction in
                            principal and interest payments on Class
                             B. If receivables had to be sold, the net
                          proceeds of that sale available to pay
                            principal would be paid first to Class A
                           and any remaining net proceeds would be
                            paid to Class B. See "Description of the
                        Certificates--Subordination" in this
supplement. 

The Chase Credit Card Master Trust Portfolio    

Capitalized terms are defined in the attached prospectus or in this 
supplement. Definitions are indicated by boldface type. Both the attached       
prospectus and this supplement contain an index of terms listing the page       
numbers where definitions can be found.                                         

General                                                                         

 The receivables (the "Receivables") conveyed or to be conveyed to the
Master Trust pursuant to a pooling and servicing agreement (as the same may     
be amended from time to time, the "Agreement"), among Chase Manhattan Bank      
USA, National Association ("Chase USA" or the "Bank"), CMB, as Servicer of      
the Receivables, and The Bank of New York, as Master Trust Trustee (the         
"Master Trust Trustee"), as supplemented by the supplement relating to the      
Certificates (the "Series 1999-_ Supplement") (the term "Agreement," unless     
the context requires otherwise, refers to the Agreement as supplemented by      
the Series 1999-_ Supplement) have been or will be generated from               
transactions made by holders of MasterCard and VISA credit card accounts        
("Accounts") selected by Chase USA, including premium accounts and standard     
accounts, from the Bank Portfolio. Each Class A Floating Rate Asset Backed      
Certificate, Series 1999-_ (collectively, the "Class A Certificates") and       
each Class B Floating Rate Asset Backed Certificate, Series 1999-_              
(collectively, the "Class B Certificates" and, together with the Class A        
Certificates, the "Certificates" or the "Series 1999-_ Certificates") will      
represent the right to receive certain payments from the Master Trust           
(formerly known as Chemical Master Credit Card Trust I), created pursuant       
to a Pooling and Servicing Agreement among the Transferor, The Chase            
Manhattan Bank ("CMB"), as servicer, and The Bank of New York, as Master        
Trust Trustee. As used in this prospectus supplement, the term                  
"Certificateholders" refers to holders of the Certificates, the term "Class     
A Certificateholders" refers to holders of the Class A Certificates and the     
term "Class B Certificateholders" refers to holders of the Class B              
Certificates, and the term "Transferor" means (a) with respect to the           
period prior to June 1, 1996, CMB (formerly known as Chemical Bank) and (b)     
with respect to the period beginning on June 1, 1996, Chase USA.                

The Receivables conveyed to the Master Trust arise in Accounts      
selected by Chase USA from the Bank Portfolio on the basis of criteria set      
forth in the Agreement as applied on September 27, 1995 (the "Cut-off           
Date") and, with respect to Additional Accounts, as of the related dates of     
their designations (the "Trust Portfolio"). Pursuant to the Agreement,          
Chase USA has the right, subject to certain limitations and conditions set      
forth therein, to designate from time to time Additional Accounts and to        
transfer to the Master Trust all Receivables of such Additional Accounts,       
whether such Receivables are then existing or thereafter created. Any           
Additional Accounts designated pursuant to the Agreement must be Eligible       
Accounts as of the date Chase USA designates such accounts as Additional        
Accounts. Chase USA will be required to designate Additional Accounts, to       
the extent available, (a) to maintain the Transferor Interest so that           
during any period of 30 consecutive days, the Transferor Interest averaged      
over that period equals or exceeds the Minimum Transferor Interest for the      
same period and (b) to maintain, for so long as certificates of any Series      
(including the Certificates) remain outstanding, the sum of (i) the             
aggregate amount of Principal Receivables and (ii) the principal amount on      
deposit in the Excess Funding Account equal to or greater than the Minimum      
Aggregate Principal Receivables. "Minimum Transferor Interest" for any          
period means 7% of the sum of (i) the average Principal Receivables for         
such period and (ii) the average principal amount on deposit in the Excess      
Funding Account, the Principal Funding Account and any other account            
specified from time to time pursuant to the Agreement or the Series             
Supplement for such period; provided, however, that Chase USA may reduce        
the Minimum Transferor Interest to not less than 2% of the sum of the           
amounts specified in clauses (i) and (ii) above upon satisfaction of the        
Rating Agency Condition and certain other conditions set forth in the           
Agreement. "Minimum Aggregate Principal Receivables" means an amount equal      
to the sum of the numerators used to calculate the Investor Percentages         
with respect to the allocation of collections of Principal Receivables for      
each Series then outstanding minus the amount on deposit in the Excess          
Funding Account as of the date of determination; provided, that the Minimum     
Aggregate Principal Receivables may be reduced to a lesser amount at any        
time if the Rating Agency Condition is satisfied. Chase USA will convey the     
Receivables then existing or thereafter created under such Additional           
Accounts to the Master Trust. Further, pursuant to the Agreement, Chase USA     
will have the right (subject to certain limitations and conditions) to          
designate certain Accounts and to require the Master Trust Trustee to           
reconvey all Receivables in such Accounts (the "Removed Accounts") to Chase     
USA, whether such Receivables are then existing or thereafter created.          
Throughout the term of the Master Trust, the Accounts from which the            
Receivables arise will be the Accounts designated by Chase USA on the           
Cut-Off Date plus any Additional Accounts minus any Removed Accounts. As of     
the Cut-Off Date and, with respect to Receivables in Additional Accounts,       
as of the related date of their conveyance to the Master Trust, and on the      
date any new Receivables are created, Chase USA will represent and warrant      
to the Master Trust that the Receivables meet the eligibility requirements      
specified in the Agreement. See "Description of the                             
Certificates--Representations and Warranties" in the attached prospectus.       

Delinquency and Loss Experience                                                 

The Bank considers an account delinquent if a payment due thereunder
is not received by the Bank by the date of the statement following the          
statement on which the amount is first stated to be due.                        

 Efforts to collect delinquent credit card receivables are made by the
Bank's account management department, collection agencies and attorneys         
retained by the Bank. For a description of the Bank's collection practices      
and policies, see "Chase USA's Credit Card Activities--Collection of            
Delinquent Accounts" in the attached prospectus.                                

The Bank's policy is to charge off an account during the billing    
cycle immediately following the cycle in which such account became one          
hundred fifty (150) days delinquent. If the Bank receives notice that a         
cardholder is the subject of a bankruptcy proceeding, the Bank charges off      
such account upon the earlier of seventy-five (75) days after receipt of        
such notice and the time period set forth in the previous sentence.             

 The following tables set forth the delinquency and loss experience as
of the dates and for each of the periods shown for the Master Trust             
Portfolio.                                                                      

                                                        [Enlarge/Download Table]


                                          Delinquency Experience                                                                
                                             Trust Portfolio                                                                    
                                          (dollars in thousands)                                                                

                      [            ]                                          December 31,                                      
                                             -----------------------------------------------------------------------------------
                           199                          1998                       1997                        1996             
                 --------------------------  --------------------------  ------------------------    ---------------------------
                              Percentage of               Percentage of              Percentage of                 Percentage of
Number of Days   Delinquent       Total        Delinquent     Total      Delinquent      Total       Delinquent        Total    
Delinquent(1)      Amount      Receivables       Amount    Receivables     Amount     Receivables      Amount       Receivables 
---------------- ----------   -------------    ---------- -------------  ----------  -------------   ----------    -------------
                                                                                                                                
30 to 59 Days...         $                             $         %               $           %               $             %    
60 to 89 Days...                                                                                                                
90 Days or More.                                                                                                                
                 ----------   -------------    ---------- -------------  ----------  -------------   ----------    -------------
      TOTAL.....                                       $         %               $           %               $             %    
                 ==========   =============    ========== =============  ==========  =============   ==========    =============

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

(1)Number of days delinquent means the number of days after the first           
billing date following the original billing date. For example, 30 days    
delinquent means that no payment was received within 60 days after the    
original billing date.                                                    
(2)Delinquencies are calculated as a percentage of outstanding receivables as   
of the end of the month.                                                  

                                                        [Enlarge/Download Table]


                                Loss Experience                                           
                                Trust Portfolio                                           
                             (dollars in millions)                                        

                                                               Year Ended December 31,    
                                                             ---------------------------- 
                                        [    ] Months Ended                               
                                          __________, 1999     1998       1997       1996 
                                        -------------------  -------    -------     ------
                                                                                          
Average Receivables Outstanding(1)....                            $          $          $ 
Gross Charge-Offs(2)(3)...............                                                    
Recoveries............................                                                    
Net Charge-Offs.......................                                                    
Net Charge-Offs as a Percentage of Average                       %          %          %  
   Receivables Outstanding............                                                    

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

(1)Average Principal Receivables Outstanding is the average of the daily        
receivable balance during the period indicated.                           
(2)Gross Charge-Offs shown include only the principal portion of charged-off    
receivables.                                                              
(3)Gross Charge-Offs do not include the amount of any reductions in Average     
Receivables Outstanding due to fraud, returned goods or customer          
disputes. Gross Charge-Offs exclude charges relating to changes in Chase  
USA's charge-off policies.                                                

The increase in Net Charge-Offs as a Percentage of Average Principal
Receivables Outstanding for the Master Trust Portfolio for the years ended      
December 31, 1997 and December 31, 1998, when compared with the year ended      
December 31, 1996, reflects, among other factors, higher levels of personal     
bankruptcies.                                                                   

Interchange                                                                     

Chase USA will be required, pursuant to the terms of the Agreement, 
to transfer to the Master Trust a percentage of Interchange (as defined in      
the attached prospectus). Interchange arising from the Bank Portfolio will      
be allocated to the Master Trust based upon the percentage equivalent of        
the same ratio which the aggregate amount of purchases of merchandise and       
services relating to the Accounts made during such Monthly Period bears to      
the aggregate amount of purchases of merchandise and services relating to       
the Bank Portfolio with respect to such Monthly Period. Interchange             
allocated to the Master Trust will be treated as collections of Finance         
Charge Receivables. MasterCard and VISA may from time to time change the        
amount of Interchange reimbursed to banks issuing their credit cards. Under     
the circumstances described in this supplement, Interchange will be used to     
pay a portion of the Investor Servicing Fee required to be paid on each         
Transfer Date. See "Description of the Certificates--Servicing Compensation     
and Payment of Expenses" and "Chase USA's Credit Card                           
Activities--Interchange" in the attached prospectus.                            

Recoveries                                                                      

Chase USA is required, pursuant to the terms of the Agreement, to   
transfer to the Master Trust a percentage of the recoveries on charged-off      
accounts in the Bank Portfolio ("Recoveries") received each month. For each     
Monthly Period, Recoveries will be allocated to the Master Trust on the         
basis of the percentage equivalent of the ratio which the amount of             
Receivables in Defaulted Accounts for such Monthly Period bears to the          
amount of receivables in defaulted accounts recorded in the Bank Portfolio      
for such Monthly Period. Recoveries allocated to the Master Trust will be       
treated as collections of Finance Charge Receivables. See "--Delinquency        
and Loss Experience" above and "Chase USA's Credit Card                         
Activities--Collection of Delinquent Accounts" in the attached prospectus.      

The Receivables     

General                                                                         

 The Receivables in the Master Trust Portfolio, as of the beginning of
the day on January 1, 1999, included approximately $_____ billion of            
Principal Receivables and approximately $_____ billion of Finance Charge        
Receivables. The Accounts had an average Principal Receivable balance of        
$_____ and an average credit limit of $_____. The percentage of the             
aggregate total Receivable balance to the aggregate total credit limit was      
approximately %_____. The average age of the Accounts was approximately __      
months. As of the beginning of the day on ________, cardholders whose           
Accounts are included in the Master Trust Portfolio had billing addresses       
in all 50 states and the District of Columbia. As of the beginning of the       
day on _________ approximately __%of the Accounts were standard accounts        
and __% were premium accounts, and the aggregate Principal Receivable           
balances of standard accounts and premium accounts, as a percentage of the      
total aggregate Principal Receivables, were approximately __% and __%,          
respectively. As of the beginning of the day on _____, the Receivables in       
the Master Trust Portfolio represented approximately __% of aggregate           
receivables in the Bank Portfolio.                                              

The following tables summarize the Master Trust Portfolio by various
criteria as of the beginning of the day on January 1, 1999. Because the         
future composition of the Master Trust Portfolio may change over time,          
these tables are not necessarily indicative of the composition of the           
Master Trust Portfolio at any subsequent time.                                  

                                                        [Enlarge/Download Table]


                        Composition by Account Balance                                  
                                Trust Portfolio                                         
                         (dollar amounts in millions)                                   

                                               Percentage of               Percentage of
                                   Number of   Total Number   Receivables      Total    
Account Balance                     Accounts    of Accounts   Outstanding   Receivables 
--------------------------------   ---------   -------------  -----------  -------------
                                                                                        
Credit Balance..................                      %       $                    %    
No Balance......................                                                        
$0.01 to $1,500.00..............                                                        
$1,500.01 to $5,000.00..........                                                        
$5,000.01 to $10,000.00.........                                                        
$10,000.01 to $20,000.00........                                                        
Over $20,000.00.................                                                        
                                   ---------   -------------  -----------  -------------
   TOTAL........................                   100%       $                 100%    
                                   =========   =============  ===========  =============

                                                        [Enlarge/Download Table]


                          Composition by Credit Limit                                   
                                Trust Portfolio                                         
                         (dollar amounts in millions)                                   

                                               Percentage of               Percentage of
                                   Number of   Total Number   Receivables      Total    
Account Balance                     Accounts    of Accounts   Outstanding   Receivables 
--------------------------------   ---------   -------------  -----------  -------------
                                                                                        
$0.00..........................                        %      $                    %    
$0.01 to $1,500.00.............                                                         
$1,500 to $5,000.00............                                                         
$5,000.01 to $10,000.00........                                                         
Over $10,000.00................                                                         
                                   ---------   -------------  -----------  -------------
   TOTAL.......................                    100%       $                 100%    
                                   =========   =============  ===========  =============

                                                        [Enlarge/Download Table]


                     Composition by Period of Delinquency                               
                                Trust Portfolio                                         
                         (dollar amounts in millions)                                   

                                               Percentage of               Percentage of
                                   Number of   Total Number   Receivables      Total    
Payment Status                      Accounts    of Accounts   Outstanding   Receivables 
--------------------------------   ---------   -------------  -----------  -------------
                                                                                        
Current to 29 days delinquent.....                    %       $                    %    
30 to 59 days delinquent..........                                                      
60 to 89 days delinquent..........                                                      
90 to 119 days delinquent.........                                                      
120 days delinquent or more.......                                                      
                                   ---------   -------------  -----------  -------------
   TOTAL..........................              100.00%       $               100.00%   
                                   =========   =============  ===========  =============

                                                        [Enlarge/Download Table]


                      Composition by Account Seasoning(1)                               
                                Trust Portfolio                                         
                         (dollar amounts in millions)                                   
                                               Percentage of               Percentage of
                                   Number of   Total Number   Receivables      Total    
Account Age                         Accounts    of Accounts   Outstanding   Receivables 
--------------------------------   ---------   -------------  -----------  -------------
                                                                                        
Not More than 6 Months............                     %      $                    %    
Over 6 Months to 12 Months........                                                      
Over 12 Months to 24 Months.......                                                      
Over 24 Months to 36 Months.......                                                      
Over 36 Months to 48 Months.......                                                      
Over 48 Months to 60 Months.......                                                      
Over 60 Months to 120 Months......                                                      
Over 120 Months...................                                                      
                                   ---------   -------------  -----------  -------------
   TOTAL...........................             100.00%       $              100.00%    
                                   =========   =============  ===========  =============

(1)Account age is determined by the number of months elapsed since the          
account was originally opened, except that with respect to the Chemical   
Bank Portfolio accounts which were converted from standard to premium     
accounts, account age is determined by the number of months since the     
account was converted.                                                    

                                                        [Enlarge/Download Table]


                      Geographic Distribution of Accounts                                
                                Trust Portfolio                                          
                         (dollar amounts in millions)                                    
                                                                            Percentage of
                                    Number of    Total Number  Receivables      Total    
State                                Accounts     of Accounts  Outstanding   Receivables 
----------------------------------  ---------    ------------  -----------  -------------
                                                                                         
California........................                       %     $                   %     
New York..........................                                                       
Texas.............................                                                       
Florida...........................                                                       
New Jersey........................                                                       
Illinois..........................                                                       
Ohio..............................                                                       
Massachusetts.....................                                                       
Pennsylvania......................                                                       
Michigan..........................                                                       
Virginia..........................                                                       
Maryland..........................                                                       
Indiana...........................                                                       
Georgia...........................                                                       
Connecticut.......................                                                       
North Carolina....................                                                       
Washington........................                                                       
Missouri..........................                                                       
Tennessee.........................                                                       
Minnesota.........................                                                       
Arizona...........................                                                       
Wisconsin.........................                                                       
Louisiana.........................                                                       
Colorado..........................                                                       
Alabama...........................                                                       
Kentucky..........................                                                       
Oregon............................                                                       
Oklahoma..........................                                                       
South Carolina....................                                                       
Nevada............................                                                       
Arkansas..........................                                                       
Kansas............................                                                       
Rhode Island......................                                                       
Mississippi.......................                                                       
New Hampshire.....................                                                       
Iowa..............................                                                       
New Mexico........................                                                       
Hawaii............................                                                       
Maine.............................                                                       
Nebraska..........................                                                       
Utah..............................                                                       
West Virginia.....................                                                       
Vermont...........................                                                       
Idaho.............................                                                       
Delaware..........................                                                       
Washington, D.C...................                                                       
Montana...........................                                                       
Alaska............................                                                       
Wyoming...........................                                                       
South Dakota......................                                                       
North Dakota......................                                                       
Other.............................                                                       
                                    ---------    ------------  -----------  -------------
   TOTAL                            $              100.00%     $             100.00%     
                                    =========    ============  ===========  =============

Maturity Considerations     

The Agreement provides that Class A Certificateholders will not     
receive payments of principal until the ________ Distribution Date (the         
"Class A Scheduled Payment Date"), or earlier in the event of a Pay Out         
Event which results in the commencement of the Rapid Amortization Period.       
The Agreement also provides that Class B Certificateholders will not            
receive payments of principal until the ________ Distribution Date (the         
"Class B Scheduled Payment Date") or earlier in the event of a Pay Out          
Event which results in the commencement of the Rapid Amortization Period        
(in either case, only after the Class A Investor Interest has been paid in      
full). The Class B Certificate-holders will not begin to receive payments       
of principal until the final principal payment on the Class A Certificates      
has been made.                                                                  

Controlled Accumulation Period                                                  

The Controlled Accumulation Period with respect to the Certificates 
is scheduled to begin at the close of business on the last day of the           
________ Monthly Period (the "Controlled Accumulation Period"). Subject to      
the conditions set forth in this supplement under "Description of the           
Certificates--Postponement of Controlled Accumulation Period," the day on       
which the Revolving Period ends and the Controlled Accumulation Period          
begins may be delayed to no later than the close of business on the last        
day of the ________ Monthly Period. On each Transfer Date during the            
Controlled Accumulation Period prior to the payment of the Class A Investor     
Interest in full, an amount equal to, for each Monthly Period, the least of     
(a) the Available Investor Principal Collections, (b) the "Controlled           
Deposit Amount" for such Monthly Period, which is equal to the sum of the       
Controlled Accumulation Amount for such Monthly Period and the Accumulation     
Shortfall, if any, for such Monthly Period and (c) the Class A Adjusted         
Investor Interest prior to any deposits on such day, will be deposited in       
the Principal Funding Account until the principal amount on deposit in the      
Principal Funding Account (the "Principal Funding Account Balance") equals      
the Class A Investor Interest. After the Class A Investor Interest has been     
paid in full, or following the first Transfer Date upon which the Principal     
Funding Account Balance has increased to the amount of the Class A Investor     
Interest, Available Investor Principal Collections, to the extent required,     
will be distributed to the Class B Certificateholders on each Distribution      
Date beginning, during the Controlled Accumulation Period, on the Class B       
Scheduled Payment Date, until the earlier of the date the Class B Investor      
Interest has been paid in full and the Series 1999-_ Termination Date.          
After the Class A Investor Interest and the Class B Investor Interest have      
each been paid in full, Available Investor Principal Collections, to the        
extent required, will be distributed to the Collateral Interest Holder on       
each Transfer Date (or, with respect to the Series 1999-_ Termination Date,     
on the Series 1999-_ Termination Date) until the earlier of the date the        
Collateral Interest has been paid in full and the Series 1999-_ Termination     
Date. Amounts in the Principal Funding Account are expected to be available     
to pay the Class A Investor Interest on the Class A Scheduled Payment Date.     
After the payment of the Class A Investor Interest in full, Available           
Investor Principal Collections are expected to be available to pay the          
Class B Investor Interest on the Class B Scheduled Payment Date. Although       
it is anticipated that collections of Principal Receivables will be             
available on each Transfer Date during the Controlled Accumulation Period       
to make a deposit of the applicable Controlled Deposit Amount and that the      
Class A Investor Interest will be paid to the Class A Certificateholders on     
the Class A Scheduled Payment Date and the Class B Investor Interest will       
be paid to the Class B Certificateholders on the Class B Scheduled Payment      
Date, respectively, no assurance can be given in this regard. If the amount     
required to pay the Class A Investor Interest or the Class B Investor           
Interest in full is not available on the Class A Scheduled Payment Date or      
the Class B Scheduled Payment Date, respectively, a Pay Out Event will          
occur and the Rapid Amortization Period will commence.                          

Rapid Amortization Period                                                       

If a Pay Out Event occurs, the Rapid Amortization Period will       
commence and any amounts on deposit in the Principal Funding Account will       
be paid to the Class A Certificateholders on the Distribution Date in the       
month following the commencement of the Rapid Amortization Period. In           
addition, to the extent that the Class A Investor Interest has not been         
paid in full, the Class A Certificateholders will be entitled to monthly        
payments of principal equal to the amount of Available Investor Principal       
Collections until the earlier of the date on which the Class A Certificates     
have been paid in full and the Series 1999-_ Termination Date. After the        
Class A Certificates have been paid in full and if the Series 1999-_            
Termination Date has not occurred, Available Investor Principal                 

Collections will be paid to the Class B Certificates on each        
Distribution Date until the earlier of the date on which the Class B            
Certificates have been paid in full and the Series 1999-_ Termination Date.     

Pay out Events                                                                  

A Pay Out Event occurs, either automatically or after specified     
notice, upon (a) the failure of Chase USA to make certain payments or           
transfers of funds for the benefit of the Certificateholders within the         
time periods stated in the Agreement, (b) material breaches of certain          
representations, warranties or covenants of Chase USA, (c) certain              
insolvency events involving Chase USA, (d) a reduction of the average of        
the Portfolio Yields for any three consecutive Monthly Periods to a rate        
that is less than the average of the Base Rates for such period, (e) the        
Master Trust becoming subject to regulation as an "investment company"          
within the meaning of the Investment Company Act of 1940, as amended, (f)       
the failure of Chase USA to convey Receivables arising under Additional         
Accounts or Participations to the Master Trust when required by the             
Agreement, (g) the occurrence of a Servicer Default which would have a          
material adverse effect on the Certificateholders, (h) insufficient funds       
in the Distribution Account to pay the Class A Investor Interest or the         
Class B Investor Interest in full on the Class A Scheduled Payment Date or      
the Class B Scheduled Payment Date, respectively, or (i) Chase USA becomes      
unable for any reason to transfer Receivables to the Master Trust in            
accordance with the provisions of the Agreement. See "Description of the        
Certificates--Pay Out Events" in this supplement. The term "Base Rate"          
means, with respect to any Monthly Period, the annualized percentage            
equivalent of a fraction, the numerator of which is the sum of the Class A      
Monthly Interest, the Class B Monthly Interest and the Collateral Monthly       
Interest, each for the related Interest Period, and the Investor Servicing      
Fee for such Monthly Period, and the denominator of which is the Investor       
Interest as of the close of business on the last day of such Monthly            
Period. The term "Portfolio Yield" means, with respect to any Monthly           
Period, the annualized percentage equivalent of a fraction, the numerator       
of which is the sum of collections of Finance Charge Receivables, Principal     
Funding Investment Proceeds and amounts withdrawn from the Reserve Account      
deposited into the Finance Charge Account and allocable to the Certificates     
and the Collateral Interest for such Monthly Period, calculated on a cash       
basis after subtracting the Investor Default Amount for such Monthly            
Period, and the denominator of which is the Investor Interest as of the         
close of business on the last day of such Monthly Period.                       

Payment Rates                                                                   

The following table sets forth the highest and lowest cardholder    
monthly payment rates for the Master Trust Portfolio during any month in        
the period shown and the average cardholder monthly payment rates for all       
months during the periods shown, in each case calculated as a percentage of     
total opening monthly account balances during the periods shown. Payment        
rates shown in the table are based on amounts which would be deemed             
payments of Principal Receivables and Finance Charge Receivables with           
respect to the Accounts.                                                        

Cardholder Monthly Payment Rates  
Trust Portfolio 

_____ Months                
Ended                 
                  ,1999            Year Ended December 31,
               ----------------   ----------------------------
                                 1998      1997       1996
               ----------------   -------   -------   --------
Highest Month........                      %         %         %                
Lowest Month.........                      %         %         %                
Monthly Average (1)..                      %         %         %                

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

(1)   Monthly Averages shown are expressed as an arithmetic average of the      
payment rate for each month during the period indicated, each such  
 month's payment rate representing total payments collected during the
given month expressed as a percentage of total outstanding trust    
receivables at the beginning of the month.                          

The Bank generally determines the minimum monthly payment with      
respect to the accounts by multiplying the combined new balance of              
purchases and cash advances, less any disputed amounts, by 2.000% (1/50         
expressed as a percentage). If the amount so calculated is less than            
$10.00, it is increased to $10.00. The sum of such amount and any past due      
amounts equals the minimum payment amount. The minimum payment amount,          
however, is never more than the new balance.                                    

There can be no assurance that the cardholder monthly payment rates 
in the future will be similar to the historical experience set forth above.     
In addition, the amount of collections of Receivables may vary from month       
to month due to seasonal variations, general economic conditions and            
payment habits of individual cardholders. There can be no assurance that        
collections of Principal Receivables with respect to the Master Trust           
Portfolio will be similar to the historical experience set forth above or       
that deposits into the Principal Funding Account or the Distribution            
Account, as applicable, will be made in accordance with the applicable          
Controlled Accumulation Amount. If a Pay Out Event occurs, the average life     
of the Certificates could be significantly reduced or increased.                

 Because there may be a slowdown in the payment rate below the payment
rates used to determine the Controlled Accumulation Amounts, or a Pay Out       
Event may occur which would initiate the Rapid Amortization Period, there       
can be no assurance that the actual number of months elapsed from the date      
of issuance of the Class A Certificates and the Class B Certificates to         
their respective final Distribution Dates will equal the expected number of     
months. As described in this supplement under "Description of the               
Certificates--Postponement of Controlled Accumulation Period," the Servicer     
may shorten the Controlled Accumulation Period. There can be no assurance       
that there will be sufficient time to accumulate all amounts necessary to       
pay the Class A Investor Interest and the Class B Investor Interest on the      
Class A Scheduled Payment Date and the Class B Scheduled Payment Date,          
respectively. See "Certificate Ratings" and "Maturity Considerations" in        
the attached prospectus.                                                        

Receivable Yield Considerations     

The gross revenues from finance charges and fees collected from     
Accounts in the Master Trust Portfolio for each of the three calendar years     
1998, 1997 and 1996 are set forth in the following table. The historical        
yield figures in the following table are calculated on a cash collections       
basis. Yield will be affected by numerous factors, including the monthly        
periodic finance charges on the Receivables, the amount of the annual           
membership fees and other fees, changes in the delinquency rate on the          
Receivables and the percentage of cardholders who pay their balances in         
full each month and do not incur monthly periodic finance charges.              
Additionally, the monthly yield on a cash basis will be affected by the         
number of collection days in such month. See "Risk Factors" in this             
supplement.                                                                     

                                                        [Enlarge/Download Table]


                                Portfolio Yield                                      
                                Trust Portfolio                                      
                             (Dollars in Millions)                                   

                                         __ Months                                   
                                           Ended        Year Ended December 31,      
                                         ________,   (dollar amounts in millions)    
                                          1999        1998        1997        1996   
                                        ---------   ---------   ---------   ---------
                                                                                     
Finance Charges and Fees Billed (1)....             $           $           $        
Average Principal Receivables                       $           $           $        
Outstanding (2)........................                                              
Yield from Finance charges and Fees                 %           %           %        
Billed (3)(4)..........................                                              

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

(1)Finance Charges and Fees Billed include periodic and minimum finance         
charges, annual membership fees, late charges, cash advance transaction   
fees, Interchange, overlimit fees and fees for returned checks and        
Interchange.                                                              
(2)Average Principal Receivables Outstanding is the average of the              
beginning of the month balance of trust principal receivables             
outstanding.                                                              
(3)Yield from Finance Charges and Fees Billed is calculated as a percentage     
of Average Principal Receivables Outstanding.                             
(4)The percentage reflected for the ______ months ended ________, 1999 is       
an annualized figure.                                                     

Revenues vary for each account based on the type and volume of      
activity for each account. See "The Chase Credit Card Master Trust              
Portfolio" in this supplement and "Chase USA's Credit Card Activities" in       
the attached prospectus.                                                        

Use of Proceeds   

The net proceeds from the sale of the Certificates will be (i) if so
required, used to make an initial deposit to an account for the benefit of      
the Collateral Interest Holder and (ii) paid to Chase USA. Chase USA will       
use such balance of the net proceeds for its general corporate purposes.        

Description of the Certificates   

The Certificates will be issued pursuant to the Agreement, and the  
Series 1999-_ Supplement. Pursuant to the Agreement, Chase USA and the          
Master Trust Trustee may execute further Series Supplements in order to         
issue additional Series. The following summary of the Certificates does not     
purport to be complete and is subject to, and is qualified in its entirety      
by reference to, all of the provisions of the Agreement and the Series          
1999-_ Supplement. See "Description of the Certificates" in the attached        
prospectus for additional information concerning the Certificates and the       
Agreement.                                                                      

General                                                                         

 The Certificates will represent the right to receive certain payments
from the assets of the Master Trust, including the right to the applicable      
allocation percentage of all cardholder payments on the Receivables in the      
Master Trust. Each Class A Certificate represents the right to receive          
payments of interest at the Class A Certificate Rate for the related            
Interest Period and payments of principal on the Class A Scheduled Payment      
Date or, to the extent of the Class A Investor Interest, on each                
Distribution Date during the Rapid Amortization Period, funded from             
collections of Finance Charge Receivables and Principal Receivables,            
respectively, allocated to the Class A Investor Interest and certain other      
available amounts. The "Interest Period" with respect to any Distribution       
Date, will be the period from and including the previous Distribution Date      
through the day preceding such Distribution Date, except the initial            
Interest Period will be the period from and including the Closing Date          
through _____, 1999. Each Class B Certificate represents the right to           
receive payments of interest at the Class B Certificate Rate, and payments      
of principal on the Class B Scheduled Payment Date or, to the extent of the     
Class B Investor Interest, on each Distribution Date during the Rapid           
Amortization Period after the Class A Certificates have been paid in full,      
funded from collections of Finance Charge Receivables and Principal             
Receivables, respectively, allocated to the Class B Investor Interest and       
certain other available amounts. In addition to representing the right to       
payment from collections of Finance Charge Receivables and Principal            
Receivables, each Class A Certificate also represents the right to receive      
payments from Excess Spread, funds on deposit in the Principal Funding          
Account and the Reserve Account and certain investment earnings thereon,        
Reallocated Principal Collections and Shared Principal Collections and          
certain other available amounts (including, under certain circumstances,        
amounts on deposit in the Excess Funding Account). In addition to               
representing the right to payment from collections of Finance Charge            
Receivables and Principal Receivables, each Class B Certificate also            
represents the right to receive payments from Excess Spread, Reallocated        
Collateral Principal Collections and Shared Principal Collections and           
certain other available amounts (including, under certain circumstances,        
amounts on deposit in the Excess Funding Account). Payments of interest and     
principal will be made, to the extent of funds available therefor, on each      
Distribution Date on which such amounts are due to Certificateholders in        
whose names the Certificates were registered on the last business day of        
the calendar month preceding such Distribution Date (each, a "Record            
Date").                                                                         

Chase USA initially will own the "Transferor Certificate." The      
Transferor Certificate will represent the right to receive certain payments     
from the assets of the Master Trust, including the right to a percentage        
(the "Transferor Percentage") of all cardholder payments on the Receivables     
in the Master Trust equal to 100% minus the sum of the applicable Investor      
Percentages for all Series of certificates then outstanding. The Transferor     
Certificate may be transferred in whole or in part subject to certain           
limitations and conditions set forth in the Agreement. See "Description of      
the Certificates--Certain Matters Regarding the Transferor and the              
Servicer" in the attached prospectus.                                           

 Beneficial interests in the Certificates will be offered for purchase
in minimum denominations of $1,000 and integral multiples thereof.              

Application has been made to list the Certificates on the Luxembourg
Stock Exchange.                                                                 

The Class A Certificates and the Class B Certificates initially will
be represented by certificates registered in the name of Cede, as nominee       
of The Depository Trust Company ("DTC") and will be deposited on the            
Closing Date. Unless and until Definitive Certificates are issued, all          
references herein to actions by Class A Certificateholders and/or Class B       
Certificateholders shall refer to actions taken by DTC upon instructions        
from DTC Participants and all references herein to distributions, notices,      
reports and statements to Class A Certificateholders and/or Class B             
Certificateholders shall refer to distributions, notices, reports and           
statements to DTC or Cede, as the registered holder of the Class A              
Certificates and the Class B Certificates, as the case may be, for              
distribution to Certificate Owners in accordance with DTC procedures. In        
addition, so long as the Certificates are listed on the Luxembourg Stock        
Exchange, all such notices, reports and statements which are made available     
to DTC or Cede, shall also be made available to the Banque Generale du          
Luxembourg, S.A., as intermediary agent in Luxembourg for distribution upon     
request to Certificate Owners in accordance with the procedures of the          
Luxembourg Stock Exchange. Certificateholders may hold their Certificates       
through DTC in the United States ("U.S.") or Cedelbank, societe anonyme         
("Cedelbank") or the Euroclear System ("Euroclear") in Europe if they are       
participants of such systems, or indirectly through organizations that are      
participants in such systems. Cede, as nominee for DTC, will hold the           
global Certificates. Cedelbank and Euroclear will hold omnibus positions on     
behalf of the Cedelbank Customers and the Euroclear Participants,               
respectively, through customers' securities accounts in Cedelbank's and         
Euroclear's names on the books of their respective Depositaries which in        
turn will hold such positions in customers' securities accounts in the          
Depositaries' names on the books of DTC. See "Description of the                
Certificates--General," "--Book-Entry Registration" and "--Definitive           
Certificates" in the attached prospectus.                                       

The Series 1999-_ Supplement and the Certificates will provide that 
any money paid by the Master Trust to any Paying Agent for the payment of       
principal or interest which remains unclaimed for two years after such          
principal or interest shall have become due and payable will be repaid to       
the Master Trust, and thereafter any Certificateholder may look only to the     
Master Trust for payment thereof. Certificateholders, by purchase of their      
Certificates, will be deemed to have consented to an amendment to the           
Agreement to permit, among other things, the assignment from CMB to Chase       
USA and assumption by Chase USA from CMB of all of its servicing                
obligations thereunder.                                                         

Exchanges                                                                       

The Transferor Certificate is transferable only as provided in the  
Agreement. The Agreement also provides that the holder of the Transferor        
Certificate may tender the Transferor Certificate to the Master Trust           
Trustee in exchange for one or more new Series and a reissued Transferor        
Certificate as described under "Description of the Certificates--Exchanges"     
in the attached prospectus.                                                     

Status of the Certificates                                                      

Upon issuance, the Certificates will rank pari passu with all other 
outstanding Series. Payments on the Class B Certificates are subordinated       
to payments on the Class A Certificates as described herein.                    

Transfer and Exchange of Definitive Certificates                                

Upon the occurrence of any of the events described in the first     
paragraph under "Description of the Certificates--Definitive Certificates"      
in the attached prospectus, whereupon the Certificates shall be issued as       
Definitive Certificates, if the Certificates are then listed on the             
Luxembourg Stock Exchange, Certificate Owners holding Definitive                
Certificates will be able to transfer and exchange Definitive Certificates      
at the office or agency maintained by the Transfer Agent for such purpose       
in Luxembourg.                                                                  

Interest Payments                                                               

Interest will accrue on the Class A Certificates at the Class A     
Certificate Rate and on the Class B Certificates at the Class B Certificate     
Rate from _____, 1999 (the "Closing Date"). Interest will be distributed to     
Certificateholders on _____, 1999 and on the 15th day of each following         
month (or, if such 15th day is not a business day, the next succeeding          
business day)(each, a "Distribution Date"). Interest payments on the Class      
A Certificates and the Class B Certificates on any Distribution Date will       
be calculated on the outstanding principal balance of the Class A               
Certificates and the outstanding principal balance of the Class B               
Certificates, as applicable, as of the preceding Record Date, except that       
interest for the first Distribution Date will accrue at the applicable          
Certificate Rate on the initial outstanding principal balance of the Class      
A Certificates and the initial outstanding principal balance of the Class B     
Certificates, as applicable, from the Closing Date. Interest due on the         
Certificates but not paid on any Distribution Date will be payable on the       
next succeeding Distribution Date together with additional interest (the        
"Additional Interest") on such amount at the applicable Certificate Rate        
plus 2% per annum (such amount with respect to the Class A Certificates,        
the "Class A Additional Interest," and such amount with respect to the          
Class B Certificates, the "Class B Additional Interest"). Additional            
Interest shall accrue on the same basis as interest on the Certificates,        
and shall accrue from the Distribution Date on which such overdue interest      
first became due, to but excluding the Distribution Date on which such          
Additional Interest is paid. Interest payments on the Class A Certificates      
on any Distribution Date will be paid from Class A Available Funds for the      
related Monthly Period, and to the extent such Class A Available Funds are      
insufficient to pay such interest, from Excess Spread and Reallocated           
Principal Collections (to the extent available) for such Monthly Period.        
Interest payments on the Class B Certificates on any Distribution Date will     
be paid from Class B Available Funds for the related Monthly Period, and to     
the extent such Class B Available Funds are insufficient to pay such            
interest, from Excess Spread and Reallocated Collateral Principal               
Collections (to the extent available) remaining after certain other             
payments have been made with respect to the Class A Certificates.               

"Class A Available Funds" means, with respect to any Monthly Period,
an amount equal to the sum of (a) the Class A Floating Allocation of            
collections of Finance Charge Receivables allocated to the Investor             
Interest with respect to such Monthly Period (excluding the portion of          
collections of Finance Charge Receivables attributable to Interchange that      
is allocable to Servicer Interchange), (b) Principal Funding Investment         
Proceeds, if any, with respect to the related Transfer Date and (c)             
amounts, if any, to be withdrawn from the Reserve Account which are             
required to be included in Class A Available Funds pursuant to the Series       
1999-_ Supplement with respect to such Transfer Date. "Class B Available        
Funds" means, with respect to any Monthly Period, an amount equal to the        
Class B Floating Allocation of collections of Finance Charge Receivables        
allocated to the Investor Interest with respect to such Monthly Period          
(excluding the portion of collections of Finance Charge Receivables             
attributable to Interchange that is allocable to Servicer Interchange).         

The Class A Certificates will bear interest from the Closing Date   
through _____, 1999, and with respect to each Interest Period thereafter,       
at a rate of ____% per annum above LIBOR as determined on the related LIBOR     
Determination Date with respect to each period (the "Class A Certificate        
Rate"). The Class B Certificates will bear interest from the Closing Date       
through _____, 1999, and with respect to each Interest Period thereafter,       
at a rate of ____% per annum above LIBOR prevailing on the related LIBOR        
Determination Date with respect to each such period (the "Class B               
Certificate Rate").                                                             

The Master Trust Trustee will determine LIBOR on _____, 1999 for the
period from the Closing Date through _____, 1999 and for each Interest          
Period thereafter, on the second business day prior to the Distribution         
Date on which such Interest Period commences (each, a "LIBOR Determination      
Date"). For the purposes of calculating LIBOR, a business day is any            
business day on which dealings in deposits in United States dollars are         
transacted in the London interbank market.                                      

"LIBOR" means, as of any LIBOR Determination Date, the rate for     
deposits in United States dollars for a period equal to the relevant            
Interest Period which appears on Telerate Page 3750 as of 11:00 a.m.,           
London time, on such date. If such rate does not appear on Telerate Page        
3750, the rate for that LIBOR Determination Date will be determined on the      
basis of the rates at which deposits in United States dollars are offered       
by the Reference Banks at approximately 11:00 a.m., London time, on that        
day to prime banks in the London interbank market for a period equal to the     
relevant Interest Period. The Master Trust Trustee will request the             
principal office of each of the Reference Banks to provide a quotation of       
its rate. If at least two such quotations are provided, the rate for that       
LIBOR Determination Date will be the arithmetic mean of the quotations. If      
fewer than two quotations are provided as requested, the rate for that          
LIBOR Determination Date will be the arithmetic mean of the rates quoted by     
major banks in New York City, as selected by the Servicer, at approximately     
11:00 a.m., New York City time, on that day for loans in United States          
dollars to leading European banks for a period equal to the relevant            
Interest Period.                                                                

"Telerate Page 3750" means the display page currently so designated 
on the Dow Jones Telerate Service (or such other page as may replace that       
page on that service for the purpose of displaying comparable rates or          
prices).                                                                        

"Reference Banks" means four major banks in the London interbank    
market selected by the Servicer.                                                

The Class A Certificate Rate and the Class B Certificate Rate       
applicable to the current and immediately preceding Interest Period may be      
obtained by telephoning the Master Trust Trustee at its Corporate Trust         
Office at (212) 815-5286. The Master Trust Trustee will cause the Class A       
Certificate Rate and the Class B Certificate Rate as well as the amount of      
Class A Monthly Interest and Class B Monthly Interest applicable to an          
Interest Period to be provided to the Luxembourg Stock Exchange as soon as      
possible after its determination but in no event later than the first day       
of such Interest Period. Such information will also be included in a            
statement to the certificateholders of record prepared by the Servicer. See     
"Description of the Certificates--Reports to Certificateholders" in the         
attached prospectus.                                                            

Interest on the Certificates will be calculated on the basis of the 
actual number of days in the Interest Period and a 360-day year. Each           
Distribution Date will be communicated to the Luxembourg Stock Exchange.        

Principal Payments                                                              

On each Transfer Date relating to the period which begins on the    
Closing Date and ends at the commencement of the Controlled Accumulation        
Period or, if earlier, the Rapid Amortization Period (the "Revolving            
Period"), unless a reduction in the Required Collateral Interest has            
occurred, collections of Principal Receivables allocable to the Investor        
Interest will, subject to certain limitations, including the allocation of      
any Reallocated Principal Collections with respect to the related Monthly       
Period to pay the Class A Required Amount and the Class B Required Amount,      
be treated as Shared Principal Collections or, under certain circumstances,     
deposited into an excess funding account (the "Excess Funding Account").        

 On each Transfer Date relating to the Controlled Accumulation Period,
the Master Trust Trustee will deposit in the Principal Funding Account an       
amount equal to the least of (a) Available Investor Principal Collections       
with respect to such Transfer Date, (b) the applicable Controlled Deposit       
Amount and (c) the Class A Adjusted Investor Interest prior to any deposits     
on such date. Amounts in the Principal Funding Account will be paid to the      
Class A Certificateholders on the Class A Scheduled Payment Date. After the     
Class A Investor Interest has been paid in full, on each Transfer Date          
during the Controlled Accumulation Period, amounts equal to the lesser of       
(a) Available Investor Principal Collections with respect to such Transfer      
Date and (b) the Class B Investor Interest will be deposited in the             
Distribution Account for distribution to the Class B Certificateholders         
until the Class B Investor Interest has been paid in full. Such amounts in      
the Distribution Account will be paid to the Class B Certificateholders on      
the Class B Scheduled Payment Date. On each Transfer Date, if a reduction       
in the Required Collateral Interest has occurred, a portion of collections      
of Principal Receivables allocable to the Investor Interest will be applied     
in accordance with the loan agreement among the Master Trust Trustee, Chase     
USA, the Servicer and the Collateral Interest Holder (the "Loan Agreement")     
to reduce the Collateral Interest to the Required Collateral Interest.          
During the Controlled Accumulation Period until the final principal payment     
to the Class B Certificateholders, the portion of Available Investor            
Principal Collections not applied to Class A Monthly Principal, Class B         
Monthly Principal or Collateral Monthly Principal on a Transfer Date will       
generally be treated as Shared Principal Collections or, under certain          
circumstances, deposited into the Excess Funding Account.                       

 "Available Investor Principal Collections" means, with respect to any
Monthly Period, an amount equal to the sum of (a) (i) collections of            
Principal Receivables received during such Monthly Period and certain other     
amounts allocable to the Investor Interest, minus (ii) the amount of            
Reallocated Principal Collections with respect to such Monthly Period used      
to fund the Required Amount, plus (b) any Shared Principal Collections with     
respect to other Series that are allocated to Series 1999-_.                    

"Required Amount" for any Monthly Period shall mean the sum of (a)  
the Class A Required Amount and (b) the Class B Required Amount, each for       
such Monthly Period.                                                            

On each Distribution Date during the Rapid Amortization Period, the 
Class A Certificateholders will be entitled to receive Available Investor       
Principal Collections for the related Monthly Period in an amount up to the     
Class A Investor Interest until the earlier of the date the Class A             
Certificates are paid in full and the Series 1999-_ Termination Date. After     
payment in full of the Class A Investor Interest, the Class B                   
Certificateholders will be entitled to receive on each Distribution Date        
during the Rapid Amortization Period Available Investor Principal               
Collections until the earlier of the date the Class B Certificates are paid     
in full and the Series 1999-_ Termination Date. After payment in full of        
the Class B Investor Interest, the Collateral Interest Holder will be           
entitled to receive on each Transfer Date (other than the Transfer Date         
prior to the Series 1999-_ Termination Date) and on the Series 1999-_           
Termination Date, Available Investor Principal Collections until the            
earlier of the date the Collateral Interest is paid in full and the Series      
1999-_ Termination Date. See "--Pay Out Events" below for a discussion of       
events which might lead to the commencement of the Rapid Amortization           
Period.                                                                         

Postponement of Controlled Accumulation Period                                  

Upon written notice to the Master Trust Trustee, the Servicer may   
elect to postpone the commencement of the Controlled Accumulation Period,       
and extend the length of the Revolving Period, subject to certain               
conditions including those set forth below. The Servicer may make such          
election only if the Accumulation Period Length (determined as described        
below) is less than twelve months. On the ________ Determination Date and       
on each Determination Date thereafter, until the Controlled Accumulation        
Period begins, the Servicer will determine the "Accumulation Period             
Length," which is the number of whole months expected to be required to         
fund the Principal Funding Account up to the initial outstanding principal      
amount of the Class A Certificates no later than the Class A Scheduled          
Payment Date, based on (a) the expected monthly collections of Principal        
Receivables expected to be distributable to the certificateholders of all       
Series (excluding certain other Series), assuming a principal payment rate      
no greater than the lowest monthly principal payment rate on the                
Receivables for the preceding twelve months and (b) the amount of principal     
expected to be distributable to certificateholders of all Series (excluding     
certain other Series) which are not expected to be in their revolving           
periods during the Controlled Accumulation Period. If the Accumulation          
Period Length is less than twelve months, the Servicer may, at its option,      
postpone the commencement of the Controlled Accumulation Period such that       
the number of months included in the Controlled Accumulation Period will be     
equal to or exceed the Accumulation Period Length. The effect of the            
foregoing calculation is to permit the reduction of the length of the           
Controlled Accumulation Period based on the investor interests of certain       
other Series which are scheduled to be in their revolving periods during        
the Controlled Accumulation Period and on increases in the principal            
payment rate occurring after the Closing Date. The length of the Controlled     
Accumulation Period will not be determined to be less than one month.           

Subordination                                                                   

The Class B Certificates and the Collateral Interest will be        
subordinated to the extent necessary to fund certain payments with respect      
to the Class A Certificates. In addition, the Collateral Interest will be       
subordinated to the extent necessary to fund certain payments with respect      
to the Class B Certificates. Certain principal payments otherwise allocable     
to the Class B Certificateholders may be reallocated to cover amounts in        
respect of the Class A Certificates and the Class B Investor Interest may       
be reduced if the Collateral Interest is equal to zero. Similarly, certain      
principal payments allocable to the Collateral Interest may be reallocated      
to cover amounts in respect of the Class A Certificates and the Class B         
Certificates and the Collateral Interest may be reduced. To the extent the      
Class B Investor Interest is reduced, the percentage of collections of          
Finance Charge Receivables allocated to the Class B Certificates in             
subsequent Monthly Periods will be reduced. Moreover, to the extent the         
amount of such reduction in the Class B Investor Interest is not                
reimbursed, the amount of principal and interest distributable to the Class     
B Certificateholders will be reduced. No principal will be paid to the          
Class B Certificateholders until the Class A Investor Interest is paid in       
full. See "--Allocation Percentages," "--Reallocation of Cash Flows" and        
"--Application of Collections--Excess Spread" below.                            

Allocation Percentages                                                          

Pursuant to the Agreement, with respect to each Monthly Period the  
Servicer will allocate among the Investor Interest, the investor interest       
for all other Series issued and outstanding and the interest of Chase USA       
(the "Transferor Interest"), all amounts collected on Finance Charge            
Receivables, all amounts collected on Principal Receivables and all Default     
Amounts with respect to such calendar month (each such month, a "Monthly        
Period").                                                                       

Collections of Finance Charge Receivables and Default Amounts at any
time and collections of Principal Receivables during the Revolving Period       
will be allocated to the Investor Interest based on the Floating Investor       
Percentage. The "Floating Investor Percentage" means, with respect to any       
Monthly Period, the percentage equivalent of a fraction, the numerator of       
which is the Adjusted Investor Interest as of the close of business on the      
last day of the preceding Monthly Period (or with respect to the first          
Monthly Period, the initial Investor Interest) and the denominator of which     
is the greater of (x) the sum of (A) the aggregate amount of Principal          
Receivables as of the close of business on the last day of the preceding        
Monthly Period (or with respect to the first Monthly Period, the aggregate      
amount of Principal Receivables as of the close of business on the day          
immediately preceding the Closing Date) and (B) the principal amount on         
deposit in the Excess Funding Account as of the close of business on such       
day and (y) the sum of the numerators used to calculate the Investor            
Percentages for allocations with respect to Finance Charge Receivables,         
Default Amounts or Principal Receivables, as applicable, for all                
outstanding Series on such date of determination; provided, however, that       
with respect to any Monthly Period in which an addition of Accounts occurs      
or in which a removal of Accounts occurs, the amount in clause (x)(A) above     
shall be (i) the aggregate amount of Principal Receivables in the Master        
Trust as of the close of business on the last day of the prior Monthly          
Period for the period from and including the first day of such Monthly          
Period to but excluding the related date of the first addition to the           
Master Trust of Receivables in certain designated Accounts ("Addition           
Date") or the date of the removal from the Master Trust of Receivables in       
certain designated Accounts (the "Removal Date") and (ii) the aggregate         
amount of Principal Receivables in the Master Trust as of the beginning of      
the day on the related Addition Date or Removal Date after adjusting for        
the aggregate amount of Principal Receivables added to or removed from the      
Master Trust on the related Addition Date or Removal Date, as the case may      
be, for the period from and including the related Addition Date or Removal      
Date to and including the last day of such Monthly Period. The amounts so       
allocated will be further allocated among the Class A Certificateholders,       
Class B Certificateholders and the Collateral Interest Holder based on the      
Class A Floating Allocation, the Class B Floating Allocation and the            
Collateral Floating Allocation, respectively. The "Class A Floating             
Allocation" means, with respect to any Monthly Period, the percentage           
equivalent (which percentage shall never exceed 100%) of a fraction, the        
numerator of which is equal to the Class A Adjusted Investor Interest as of     
the close of business on the last day of the preceding Monthly Period (or       
with respect to the first Monthly Period, as of the Closing Date) and the       
denominator of which is equal to the Adjusted Investor Interest as of the       
close of business on such day. The "Class B Floating Allocation" means,         
with respect to any Monthly Period, the percentage equivalent (which            
percentage shall never exceed 100%) of a fraction, the numerator of which       
is equal to the Class B Investor Interest as of the close of business on        
the last day of the preceding Monthly Period (or with respect to the first      
Monthly Period, as of the Closing Date) and the denominator of which is         
equal to the Adjusted Investor Interest as of the close of business on such     
day. The "Collateral Floating Allocation" means, with respect to any            
Monthly Period, the percentage equivalent (which percentage shall never         
exceed 100%) of a fraction, the numerator of which is equal to the              
Collateral Interest as of the close of business on the last day of the          
preceding Monthly Period (or with respect to the first Monthly Period, as       
of the Closing Date) and the denominator of which is equal to the Adjusted      
Investor Interest as of the close of business on such day.                      

Collections of Principal Receivables during the Controlled          
Accumulation Period and the Rapid Amortization Period will be allocated to      
the Investor Interest based on the Fixed Investor Percentage. The "Fixed        
Investor Percentage" means, with respect to any Monthly Period, the             
percentage equivalent of a fraction, the numerator of which is the Investor     
Interest as of the close of business on the last day of the Revolving           
Period and the denominator of which is the greater of (x) the sum of (A)        
the aggregate amount of Principal Receivables as of the close of business       
on the last day of the prior Monthly Period and (B) the principal amount on     
deposit in the Excess Funding Account as of the close of business on such       
day and (y) the sum of the numerators used to calculate the Investor            
Percentages for allocations with respect to Principal Receivables for all       
outstanding Series for such Monthly Period; provided, however, that with        
respect to any Monthly Period in which an Addition Date occurs or in which      
a Removal Date occurs, the amount in clause (x)(A) above shall be (i) the       
aggregate amount of Principal Receivables in the Master Trust as of the         
close of business on the last day of the prior Monthly Period for the           
period from and including the first day of such Monthly Period to but           
excluding the related Addition Date or Removal Date and (ii) the aggregate      
amount of Principal Receivables in the Master Trust at the beginning of the     
day on the related Addition Date or Removal Date after adjusting for the        
aggregate amount of Principal Receivables added to or removed from the          
Master Trust on the related Addition Date or Removal Date, as the case may      
be, for the period from and including the related Addition Date or Removal      
Date to and including the last day of such Monthly Period. The amounts so       
allocated will be further allocated among the Class A Certificateholders,       
the Class B Certificateholders and the Collateral Interest Holder based on      
the Class A Fixed Allocation, the Class B Fixed Allocation and the              
Collateral Fixed Allocation, respectively. The "Class A Fixed Allocation"       
means, with respect to any Monthly Period, the percentage equivalent (which     
percentage shall never exceed 100%) of a fraction, the numerator of which       
is equal to the Class A Investor Interest as of the close of business on        
the last day of the Revolving Period, and the denominator of which is equal     
to the Investor Interest as of the close of business on the last day of the     
Revolving Period. The "Class B Fixed Allocation" means, with respect to any     
Monthly Period, the percentage equivalent (which percentage shall never         
exceed 100%) of a fraction, the numerator of which is equal to the Class B      
Investor Interest as of the close of business on the last day of the            
Revolving Period, and the denominator of which is equal to the Investor         
Interest as of the close of business on the last day of the Revolving           
Period. The "Collateral Fixed Allocation" means, with respect to any            
Monthly Period, the percentage equivalent (which percentage shall never         
exceed 100%) of a fraction, the numerator of which is equal to the              
Collateral Interest as of the close of business on the last day of the          
Revolving Period, and the denominator of which is equal to the Investor         
Interest as of the close of business on the last day of the Revolving           
Period.                                                                         

 "Class A Investor Interest" for any date means an amount equal to (a)
the aggregate initial principal amount of the Class A Certificates, minus       
(b) the aggregate amount of principal payments made to Class A                  
Certificateholders prior to such date, minus (c) the excess, if any, of the     
aggregate amount of Class A Investor Charge-Offs for all Transfer Dates         
preceding such date over the aggregate amount of any reimbursements of          
Class A Investor Charge-Offs for all Transfer Dates preceding such date;        
provided, however, that the Class A Investor Interest may not be reduced        
below zero.                                                                     

"Class A Adjusted Investor Interest" for any date of determination  
means an amount equal to the then current Class A Investor Interest, minus      
the Principal Funding Account Balance on such date.                             

 "Class B Investor Interest" for any date means an amount equal to (a)
the aggregate initial principal amount of the Class B Certificates, minus       
(b) the aggregate amount of principal payments made to Class B                  
Certificateholders prior to such date, minus (c) the aggregate amount of        
Class B Investor Charge-Offs for all prior Transfer Dates, minus (d) the        
aggregate amount of Reallocated Class B Principal Collections for all prior     
Transfer Dates for which the Collateral Interest has not been reduced,          
minus (e) an amount equal to the aggregate amount by which the Class B          
Investor Interest has been reduced to fund the Class A Investor Default         
Amount on all prior Transfer Dates as described under "--Defaulted              
Receivables; Investor Charge Offs," and plus (f) the aggregate amount of        
Excess Spread allocated and available on all prior Transfer Dates for the       
purpose of reimbursing amounts deducted pursuant to the foregoing clauses       
(c), (d) and (e); provided, however, that the Class B Investor Interest may     
not be reduced below zero.                                                      

"Adjusted Investor Interest" for any date of determination means the
sum of the Class A Adjusted Investor Interest, the Class B Adjusted             
Investor Interest, and the Collateral Interest.                                 

"Collateral Interest" for any date means an amount equal to (a) the 
Initial Collateral Interest, minus (b) the aggregate amount of principal        
payments made to the Collateral Interest Holder prior to such date, minus       
(c) the aggregate amount of Collateral Charge-Offs for all prior Transfer       
Dates, minus (d) the aggregate amount of Reallocated Principal Collections      
for all prior Transfer Dates, minus (e) an amount equal to the aggregate        
amount by which the Collateral Interest has been reduced to fund the Class      
A Investor Default Amount and the Class B Investor Default Amount on all        
prior Transfer Dates as described under "--Defaulted Receivables; Investor      
Charge-Offs," plus (f) the aggregate amount of Excess Spread allocated and      
available on all prior Transfer Dates for the purpose of reimbursing            
amounts deducted pursuant to the foregoing clauses (c), (d) and (e);            
provided, however, that the Collateral Interest may not be reduced below        
zero. The provider of such Credit Enhancement is referred to in this            
supplement as the "Collateral Interest Holder."                                 

"Investor Interest", for any date of determination, means an amount 
equal to the sum of the Class A Investor Interest, the Class B Investor         
Interest, and the Collateral Interest.                                          

Reallocation of Cash Flows                                                      

With respect to each Transfer Date, the Servicer will determine the 
amount (the "Class A Required Amount"), which will be equal to the amount,      
if any, by which the sum of (a) Class A Monthly Interest due on the related     
Distribution Date and overdue Class A Monthly Interest and Class A              
Additional Interest thereon, if any, (b) the Class A Servicing Fee for the      
related Monthly Period and overdue Class A Servicing Fee, if any, and (c)       
the Class A Investor Default Amount, if any, for the related Monthly Period     
exceeds the Class A Available Funds for the related Monthly Period. If the      
Class A Required Amount is greater than zero, Excess Spread allocated to        
Series 1999-_ and available for such purpose will be used to fund the Class     
A Required Amount with respect to such Transfer Date. If such Excess Spread     
is insufficient to fund the Class A Required Amount, first, Reallocated         
Collateral Principal Collections and, then, Reallocated Class B Principal       
Collections will be used to fund the remaining Class A Required Amount. If      
Reallocated Principal Collections with respect to the related Monthly           
Period, together with Excess Spread, are insufficient to fund the remaining     
Class A Required Amount for such related Monthly Period, then the               
Collateral Interest (after giving effect to reductions for any Collateral       
Charge-Offs and Reallocated Principal Collections on such Transfer Date)        
will be reduced by the amount of such excess (but not by more than the          
Class A Investor Default Amount for such Monthly Period). In the event that     
such reduction would cause the Collateral Interest to be a negative number,     
the Collateral Interest will be reduced to zero, and the Class B Investor       
Interest (after giving effect to reductions for any Class B Investor            
Charge-Offs and any Reallocated Class B Principal Collections for which the     
Collateral Interest was not reduced on such Transfer Date) will be reduced      
by the amount by which the Collateral Interest would have been reduced          
below zero (but not by more than the excess of the Class A Investor Default     
Amount, if any, for such Monthly Period over the amount of such reduction,      
if any, of the Collateral Interest with respect to such Monthly Period). In     
the event that such reduction would cause the Class B Investor Interest to      
be a negative number, the Class B Investor Interest will be reduced to zero     
and the Class A Investor Interest will be reduced by the amount by which        
the Class B Investor Interest would have been reduced below zero (but not       
by more than the excess, if any, of the Class A Investor Default Amount for     
such Monthly Period over the amount of the reductions, if any, of the           
Collateral Interest and the Class B Investor Interest with respect to such      
Monthly Period). Any such reduction in the Class A Investor Interest will       
have the effect of slowing or reducing the return of principal and interest     
to the Class A Certificateholders. In such case, the Class A                    
Certificateholders will bear directly the credit and other risks associated     
with their interests in the Master Trust. See "--Defaulted Receivables;         
Investor Charge-Offs" below.                                                    

With respect to each Transfer Date, the Servicer will determine the 
amount (the "Class B Required Amount"), which will be equal to the sum of       
(a) the amount, if any, by which the sum of (i) Class B Monthly Interest        
due on the related Distribution Date and overdue Class B Monthly Interest       
and Class B Additional Interest thereon, if any, and (ii) the Class B           
Servicing Fee for the related Monthly Period and overdue Class B Servicing      
Fee, if any, exceeds the Class B Available Funds for the related Monthly        
Period and (b) the Class B Investor Default Amount, if any, for the related     
Monthly Period. If the Class B Required Amount is greater than zero, Excess     
Spread allocated to Series 1999-_ not required to pay the Class A Required      
Amount or reimburse Class A Investor Charge-Offs will be used to fund the       
Class B Required Amount with respect to such Transfer Date. If such Excess      
Spread is insufficient to fund the Class B Required Amount, Reallocated         
Collateral Principal Collections not required to fund the Class A Required      
Amount for the related Monthly Period will be used to fund the remaining        
Class B Required Amount. If such Reallocated Collateral Principal               
Collections with respect to the related Monthly Period are insufficient to      
fund the remaining Class B Required Amount, then the Collateral Interest        
(after giving effect to reductions for any Collateral Charge-Offs and           
Reallocated Principal Collections on such Transfer Date and after any           
adjustments made thereto for the benefit of the Class A Certificateholders)     
will be reduced by the amount of such deficiency (but not by more than the      
Class B Investor Default Amount for such Monthly Period). In the event that     
such a reduction would cause the Collateral Interest to be a negative           
number, the Collateral Interest will be reduced to zero, and the Class B        
Investor Interest will be reduced by the amount by which the Collateral         
Interest would have been reduced below zero (but not by more than the           
excess of the Class B Investor Default Amount for such Monthly Period over      
the amount of such reduction of the Collateral Interest), and the Class B       
Certificateholders will bear directly the credit and other risks associated     
with their interests in the Master Trust. See "--Defaulted Receivables;         
Investor Charge-Offs" below.                                                    

Reductions of the Class A Investor Interest or Class B Investor     
Interest described above shall be reimbursed by, and the Class A Investor       
Interest or Class B Investor Interest increased to the extent of, Excess        
Spread available for such purposes on each Transfer Date. See                   
"--Application of Collections--Excess Spread." When such reductions of the      
Class A Investor Interest and Class B Investor Interest have been fully         
reimbursed, reductions of the Collateral Interest shall be reimbursed until     
reimbursed in full in a similar manner.                                         

"Reallocated Class B Principal Collections" for any Monthly Period  
means collections of Principal Receivables allocable to the Class B             
Investor Interest for the related Monthly Period in an amount not to exceed     
the amount applied to fund the Class A Required Amount, if any; provided,       
however, that such amount will not exceed the Class B Investor Interest         
after giving effect to any Class B Investor Charge-Offs for the related         
Transfer Date.                                                                  

 "Reallocated Collateral Principal Collections" for any Monthly Period
means collections of Principal Receivables allocable to the Collateral          
Interest for the related Monthly Period in an amount not to exceed the          
amount applied to fund the Class A Required Amount and the Class B Required     
Amount, if any; provided, however, that such amount will not exceed the         
Collateral Interest after giving effect to any Collateral Charge-Offs for       
the related Transfer Date.                                                      

"Reallocated Principal Collections" for any Monthly Period means the
sum of (a) the Reallocated Class B Principal Collections for such Monthly       
Period, if any, and (b) the Reallocated Collateral Principal Collections        
for such Monthly Period, if any.                                                

Application of Collections                                                      

Allocations. Except as otherwise provided below, the Servicer will  
deposit into the Collection Account, no later than the second business day      
following the date of processing, any payment collected by the Servicer on      
the Receivables. On the same day as any such deposit is made, the Servicer      
will make the deposits and payments to the accounts and parties as              
indicated below; provided, however, that for as long as CMB remains the         
Servicer under the Agreement and (a) (i) the Servicer provides to the           
Master Trust Trustee a letter of credit or other credit enhancement             
covering the risk of collection of the Servicer acceptable to the Rating        
Agency and (ii) Chase USA shall not have received a notice from the Rating      
Agency that reliance on such letter of credit or other credit enhancement       
would result in the lowering of such Rating Agency's then-existing rating       
of any Series then outstanding or (b) the Servicer has and maintains a          
certificate of deposit rating of P-1 by Moody's and of A-1 by Standard &        
Poor's and deposit insurance provided by either BIF or SAIF or makes other      
arrangements satisfactory to each Rating Agency rating any Series then          
outstanding, then the Servicer may make such deposits and payments on the       
business day immediately prior to the Distribution Date (the "Transfer          
Date") in an amount equal to the net amount of such deposits and payments       
which would have been made had the conditions of this proviso not applied.      

With respect to the Certificates and any Monthly Period, and        
notwithstanding anything in the Agreement to the contrary, whether the          
Servicer is required to make monthly or daily deposits from the Collection      
Account into the Finance Charge Account or the Principal Account, (i) the       
Servicer will only be required to deposit collections from the Collection       
Account into the Finance Charge Account or the Principal Account up to the      
required amount to be deposited into any such deposit account or, without       
duplication, distributed on or prior to the related Distribution Date to        
Certificateholders or to the Collateral Interest Holder and (ii) if at any      
time prior to such Distribution Date the amount of collections deposited in     
the Collection Account exceeds the amount required to be deposited pursuant     
to clause (i) above, the Servicer will be permitted to withdraw the excess      
from the Collection Account.                                                    

 Payment of Interest, Fees and Other Items. On each Transfer Date, the
Master Trust Trustee, acting pursuant to the Servicer's instructions, will      
apply the Class A Available Funds, Class B Available Funds and Collateral       
Available Funds in the Finance Charge Account in the following manner:          

 (a)   On each Transfer Date, an amount equal to the Class A Available
Funds will be distributed in the following priority:    

 (i)   an amount equal to Class A Monthly Interest for the
             related Distribution Date, plus the amount of any overdue
            Class A Monthly Interest and Class A Additional Interest
            thereon, if any, will be deposited into the Distribution
             Account for distribution to Class A Certificateholders on
such Distribution Date;                     

  (ii)  an amount equal to the Class A Servicing Fee for the
          related Monthly Period, plus the amount of any overdue
        Class A Servicing Fee, will be paid to the Servicer;

     (iii) an amount equal to the Class A Investor Default Amount,
             if any, for the related Monthly Period will be treated as
             a portion of Available Investor Principal Collections and
          deposited into the Principal Account for such Transfer
Date; and                                   

      (iv)  the balance, if any, will constitute a portion of Excess
             Spread and will be allocated and distributed as described
under "--Excess Spread."                    

 (b)   On each Transfer Date, an amount equal to the Class B Available
Funds will be distributed in the following priority:    

 (i)   an amount equal to Class B Monthly Interest for the
             related Distribution Date, plus the amount of any overdue
            Class B Monthly Interest and Class B Additional Interest
            thereon, if any, will be deposited into the Distribution
             Account for distribution to Class B Certificateholders on
such Distribution Date;                     

  (ii)  an amount equal to the Class B Servicing Fee for the
          related Monthly Period, plus the amount of any overdue
            Class B Servicing Fee, will be paid to the Servicer; and

      (iii) the balance, if any, will constitute a portion of Excess
             Spread and will be allocated and distributed as described
under "--Excess Spread."                    

(c)   On each Transfer Date, an amount equal to the Collateral      
      Available Funds will be distributed in the following priority:

 (i)   if neither the Bank nor The Bank of New York is the
        Servicer, an amount equal to the Collateral Interest
          Servicing Fee for the related Monthly Period, plus the
            amount of any overdue Collateral Interest Servicing Fee,
will be paid to the Servicer; and           

      (ii)  the balance, if any, will constitute a portion of Excess
             Spread and will be allocated and distributed as described
under "--Excess Spread."                    

"Class A Monthly Interest" means, with respect to any Distribution  
Date, an amount equal to the product of (i) the Class A Certificate Rate        
for the related Interest Period, (ii) the actual number of days in such         
Interest Period divided by 360 and (iii) the outstanding principal balance      
of the Class A Certificates as of the related Record Date; provided,            
however, that with respect to the first Distribution Date, Class A Monthly      
Interest will be equal to the interest accrued on the initial outstanding       
principal balance of the Class A Certificates at the applicable Class A         
Certificate Rate for the period from the Closing Date through _____, 1999.      

"Class B Monthly Interest" means, with respect to any Distribution  
Date, an amount equal to the product of (i) the Class B Certificate Rate        
for the related Interest Period, (ii) the actual number of days in such         
Interest Period divided by 360 and (iii) the outstanding principal balance      
of the Class B Certificates as of the related Record Date; provided,            
however, with respect to the first Distribution Date, Class B Monthly           
Interest will be equal to the interest accrued on the initial outstanding       
principal balance of the Class B Certificates at the applicable Class B         
Certificate Rate for the period from the Closing Date through _____, 1999.      

"Collateral Available Funds" means, with respect to any Monthly     
Period, an amount equal to the Collateral Floating Allocation of                
collections of Finance Charge Receivables allocated to the Investor             
Interest with respect to such Monthly Period (excluding the portion of          
collections of Finance Charge Receivables attributable to Interchange that      
is allocable to Servicer Interchange).                                          

"Excess Spread" means, with respect to any Transfer Date, an amount 
equal to the sum of the amounts described in clause (a) (iv), clause (b)        
(iii) and clause (c) (ii) above. To the extent such amounts are                 
insufficient to make the distributions required by subparagraphs (a)            
through (j) below under "--Excess Spread," Excess Spread shall also be          
deemed to include any Excess Finance Charge Collections allocable to other      
Series available to Series 1999-_ in accordance with the Agreement. See         
"--Shared Excess Finance Charge Collections" in this supplement.                

Excess Spread. On each Transfer Date, the Master Trust Trustee,     
acting pursuant to the Servicer's instructions, will apply Excess Spread        
with respect to the related Monthly Period to make the following                
distributions in the following priority:                                        

(a)   an amount equal to the Class A Required Amount, if any, with  
      respect to such Transfer Date will be used to fund the Class A
Required Amount; provided, that in the event the Class A
    Required Amount for such Transfer Date exceeds the amount of
       Excess Spread, such Excess Spread shall be applied first to pay
  amounts due with respect to such Transfer Date pursuant to
   clause (a) (i) above under "--Payment of Interest, Fees and
    Other Items," second to pay amounts due with respect to such
Transfer Date pursuant to clause (a) (ii) above under   
      "--Payment of Interest, Fees and Other Items" and third to pay
  amounts due with respect to such Transfer Date pursuant to
     clause (a) (iii) above under "--Payment of Interest, Fees and
Other Items";                                           

(b)   an amount equal to the aggregate amount of Class A Investor   
    Charge-Offs which have not been previously reimbursed (after
giving effect to the allocation on such Transfer Date of
certain other amounts applied for that purpose) will be 
     deposited into the Principal Account and treated as a portion
     of Available Investor Principal Collections for such Transfer
Date as described under "--Payments of Principal" below;

(c)   an amount equal to the Class B Required Amount, if any, with  
      respect to such Transfer Date will be used to fund the Class B
    Required Amount and will be applied first to pay amounts due
     with respect to such Transfer Date pursuant to clause (b) (i)
  above under "--Payment of Interest, Fees and Other Items,"
    second to pay amounts due with respect to such Transfer Date
       pursuant to clause (b) (ii) above under "--Payment of Interest,
    Fees and Other Items" and third, the amount remaining, up to
       the Class B Investor Default Amount, will be deposited into the
Principal Account and treated as a portion of Available 
Investor Principal Collections for such Transfer Date as
described under "--Payments of Principal" below;        

(d)   an amount equal to the aggregate amount by which the Class B  
    Investor Interest has been reduced below the initial Class B
Investor Interest for reasons other than the payment of 
      principal to the Class B Certificateholders (but not in excess
      of the aggregate amount of such reductions which have not been
   previously reimbursed) will be deposited into the Principal
Account and treated as a portion of Available Investor  
       Principal Collections for such Transfer Date as described under
"--Payments of Principal" below;                        

(e)   an amount equal to the Collateral Monthly Interest for such   
Transfer Date, plus the amount of any Collateral Monthly
     Interest previously due but not distributed to the Collateral
     Interest Holder on a prior Transfer Date, will be distributed
to the Collateral Interest Holder for distribution in   
accordance with the Loan Agreement;                     

(f)   if the Bank or The Bank of New York is the Servicer, an amount
      equal to the Collateral Interest Servicing Fee for the related
 Monthly Period, plus the amount of any overdue Collateral
Interest Servicing Fee, will be paid to the Servicer;   

(g)   an amount equal to the aggregate Collateral Default Amount, if
any, for such Transfer Date will be deposited into the  
Principal Account and treated as a portion of Available 
Investor Principal Collections for such Transfer Date as
described under "--Payments of Principal" below;        

 (h)   an amount equal to the aggregate amount by which the Collateral
Interest has been reduced below the Required Collateral 
       Interest for reasons other than the payment of principal to the
      Collateral Interest Holder (but not in excess of the aggregate
amount of such reductions which have not been previously
    reimbursed) will be deposited into the Principal Account and
treated as a portion of Available Investor Principal    
Collections for such Transfer Date as described under   
"--Payments of Principal" below;                        

(i)   on each Transfer Date from and after the Reserve Account      
Funding Date, but prior to the date on which the Reserve
     Account terminates as described under "--Reserve Account," an
amount up to the excess, if any, of the Required Reserve
     Account Amount over the Available Reserve Account Amount will
be deposited into the Reserve Account;                  

(j)   an amount equal to the amounts determined to be payable       
      pursuant to the Loan Agreement shall be paid to the Collateral
Interest Holder; and                                    

(k)   the balance, if any, after giving effect to the payments made 
pursuant to subparagraphs (a) through (j) above, will   
       constitute Excess Finance Charge Collections to be applied with
 respect to other Series in accordance with the Agreement.

"Collateral Monthly Interest" with respect to any Transfer Date will
equal the product of (a) an amount equal to the interest rate with respect      
to the Collateral Interest designated in the Loan Agreement (the                
"Collateral Rate"), provided, however, that for purposes of calculating the     
Base Rate for such Transfer Date the Collateral Rate shall be equal to the      
lesser of (i) such interest rate designated in the Loan Agreement and (ii)      
LIBOR plus 1.5% per annum, (b) the actual number of days in the related         
Interest Period divided by 360 and (c) the Collateral Interest as of the        
related Record Date or, with respect to the first Transfer Date, the            
Initial Collateral Interest.                                                    

The figure below demonstrates the application of collections of     
Finance Charge Receivables allocated to Series 1999-_. The figure is a          
simplified demonstration of certain allocation and payment provisions and       
is qualified by the full descriptions of these provisions in this               
prospectus supplement and the attached prospectus.                              

Allocations of Collections of Finance Charge Receivables                        

[GRAPHIC OMITTED]                                                               

Payments of Principal. On each Transfer Date, the Master Trust      
Trustee, acting pursuant to the Servicer's instructions, will distribute        
Available Investor Principal Collections (see "--Principal Payments" above)     
on deposit in the Principal Account in the following manner:                    

 (a)   on each Transfer Date with respect to the Revolving Period, all
such Available Investor Principal Collections will be   
distributed or deposited in the following               
priority:                                               

      (i)   an amount equal to the Collateral Monthly Principal will
           be paid to the Collateral Interest Holder in accordance
with the Loan Agreement; and                

(ii)  the balance will be treated as Shared Principal   
           Collections and applied as described under "Description
         of the Certificates--Shared Principal Collections" in
   this supplement and in the attached prospectus;

(b)   on each Transfer Date with respect to the Controlled          
      Accumulation Period or the Rapid Amortization Period, all such
       Available Investor Principal Collections will be distributed or
deposited in the following priority:                    

      (i)   an amount equal to Class A Monthly Principal will be (i)
           during the Controlled Accumulation Period, deposited in
       the Principal Funding Account (up to the Controlled
             Deposit Amount for such Transfer Date) or (ii) during the
         Rapid Amortization Period, distributed to the Class A
Certificateholders; and                     

(ii)  for each Transfer Date after the Class A Investor 
             Interest has been paid in full (after taking into account
             payments to be made on the related Distribution Date), an
          amount equal to the Class B Monthly Principal for such
    Transfer Date will be distributed to the Class B
Certificateholders;                         

(c)   on each Transfer Date with respect to the Controlled          
      Accumulation Period and the Rapid Amortization Period in which
     a reduction in the Required Collateral Interest has occurred,
       Available Investor Principal Collections not applied to Class A
      Monthly Principal or Class B Monthly Principal will be applied
    to reduce the Collateral Interest to the Required Collateral
Interest; and                                           

(d)   on each Transfer Date with respect to the Controlled          
  Accumulation Period and the Rapid Amortization Period, the
       balance of Available Investor Principal Collections not applied
 pursuant to (b) and (c) above, if any, will be treated as
   Shared Principal Collections and applied as described under
       "Description of the Certificates--Shared Principal Collections"
in this supplement and in the attached prospectus.      

The final distribution of principal and interest on the Certificates
will be made no later than the ________ Distribution Date in the manner         
provided in "Description of the Certificates--Final Payment of Principal;       
Termination" in the attached prospectus. Series 1999-_ will terminate on        
the earliest to occur of (a) the Distribution Date on which the Investor        
Interest is paid in full, (b) the ________ Distribution Date or (c) the         
Trust Termination Date (such earliest to occur, the "Series 1999-_              
Termination Date"). After the Series 1999-_ Termination Date, the Master        
Trust will have no further obligation to pay principal or interest on the       
Certificates.                                                                   

"Class A Monthly Principal" means, with respect to any Transfer Date
relating to the Controlled Accumulation Period or the Rapid Amortization        
Period, prior to the payment in full of the Class A Investor Interest, an       
amount equal to the least of (i) the Available Investor Principal               
Collections on deposit in the Principal Account with respect to such            
Transfer Date, (ii) for each Transfer Date with respect to the Controlled       
Accumulation Period, prior to the payment in full of the Class A Investor       
Interest, and on or prior to the Class A Scheduled Payment Date, the            
applicable Controlled Deposit Amount for such Transfer Date and (iii) the       
Class A Adjusted Investor Interest prior to any deposits on such Transfer       
Date.                                                                           

"Class B Monthly Principal" means, with respect to any Transfer Date
relating to the Controlled Accumulation Period or the Rapid Amortization        
Period, after the Class A Certificates have been paid in full (after taking     
into account payments to be made on the related Distribution Date), an          
amount equal to the lesser of (i) the Available Investor Principal              
Collections on deposit in the Principal Account with respect to such            
Transfer Date (minus the portion of such Available Investor Principal           
Collections applied to Class A Monthly Principal on such Transfer Date) and     
(ii) the Class B Investor Interest for such Transfer Date.                      

 "Collateral Monthly Principal" means (a) with respect to any Transfer
Date relating to the Revolving Period following any reduction of the            
Required Collateral Interest pursuant to clause (3) of the proviso in the       
definition thereof, an amount equal to the lesser of (i) the excess, if         
any, of the Collateral Interest (after giving effect to reductions for any      
Collateral Charge-Offs and Reallocated Principal Collections on such            
Transfer Date and after giving effect to any adjustments thereto for the        
benefit of the Class A Certificateholders and the Class B                       
Certificateholders on such Transfer Date) over the Required Collateral          
Interest on such Transfer Date, and (ii) the Available Investor Principal       
Collections on such Transfer Date or (b) with respect to any Transfer Date      
relating to the Controlled Accumulation Period or Rapid Amortization            
Period, an amount equal to the lesser of (i) the excess, if any, of the         
Collateral Interest (after giving effect to reductions for any Collateral       
Charge-Offs and Reallocated Principal Collections on such Transfer Date and     
after giving effect to any adjustments thereto for the benefit of the Class     
A Certificateholders and the Class B Certificateholders on such Transfer        
Date) over the Required Collateral Interest on such Transfer Date, and (ii)     
the excess, if any, of (A) the Available Investor Principal Collections on      
such Transfer Date over (B) the sum of the Class A Monthly Principal and        
the Class B Monthly Principal for such Transfer Date.                           

 "Controlled Accumulation Amount" means (a) for any Transfer Date with
respect to the Controlled Accumulation Period, prior to the payment in full     
of the Class A Investor Interest, $__________; provided, however, that if       
the commencement of the Controlled Accumulation Period is delayed as            
described above under "--Postponement of Controlled Accumulation Period,"       
the Controlled Accumulation Amount may be higher than the amount stated         
above for each Transfer Date with respect to the Controlled Accumulation        
Period and will be determined by the Servicer in accordance with the            
Agreement based on the principal payment rates for the Accounts and on the      
investor interests of other Series (other than certain excluded Series)         
which are scheduled to be in their revolving periods and then scheduled to      
create Shared Principal Collections during the Controlled Accumulation          
Period and (b) for any Transfer Date with respect to the Controlled             
Accumulation Period after the payment in full of the Class A Investor           
Interest, an amount equal to the Class B Investor Interest on such Transfer     
Date.                                                                           

"Accumulation Shortfall" means (a) on the first Transfer Date with  
respect to the Controlled Accumulation Period, the excess, if any, of the       
Controlled Accumulation Amount for such Transfer Date over the amount           
distributed from the Principal Account as Class A Monthly Principal for         
such Transfer Date and (b) on each subsequent Transfer Date with respect to     
the Controlled Accumulation Period, the excess, if any, of the applicable       
Controlled Accumulation Amount for such subsequent Transfer Date plus any       
Accumulation Shortfall for the prior Transfer Date over the amount              
distributed from the Principal Account as Class A Monthly Principal for         
such subsequent Transfer Date.                                                  

The figure on the next page demonstrates the manner in which        
collections of Principal Receivables are allocated and applied to Series        
1999-_. The figure is a simplified demonstration of certain allocation and      
payment provisions and is qualified by the full descriptions of these           
provisions in this prospectus supplement and the attached prospectus.           

Allocations of Collections of Principal Receivables                             

[GRAPHIC OMITTED]                                                               

Shared Excess Finance Charge Collections                                        

Any Series may be included in a Group of Series which may be issued 
by the Master Trust from time to time. Series 1999-_ will be included in a      
Group ("Group I"). Each previously issued and outstanding Series listed on      
Annex I hereto currently is, and other Series may in the future be,             
included in Group I. Group I is currently the only Group in the Master          
Trust. Each Series in Group I will be entitled to share Excess Finance          
Charge Collections in the manner, and to the extent, described below with       
each other Series, if any, in Group I. The Series Supplement with respect       
to each Series will specify whether such Series will be included in a           
Group. Collections of Finance Charge Receivables and certain other amounts      
allocable to the Investor Interest of any Series that is included in Group      
I in excess of the amounts necessary to make required payments with respect     
to such Series (including payments to any related Credit Enhancement            
Providers) that are payable out of collections of Finance Charge                
Receivables (any such excess, the "Excess Finance Charge Collections") will     
be applied to cover any shortfalls with respect to amounts payable from         
collections of Finance Charge Receivables allocable to any other Series         
included in Group I, pro rata based upon the amount of the shortfall, if        
any, with respect to each other Series in Group I. In all cases, any Excess     
Finance Charge Collections remaining after covering shortfalls with respect     
to all outstanding Series in a Group will be paid to the holder of the          
Transferor Certificate. While any Series offered hereby may be included in      
a Group, there can be no assurance that (a) any other Series will be            
included in such Group or (b) there will be any Excess Finance Charge           
Collections with respect to such Group for any Monthly Period. Excess           
Finance Charge Collections permit coverage of shortfalls with respect to        
amounts payable from collections of Finance Charge Receivables allocable to     
Series 1999-_ using Excess Finance Charge Collections from other Series         
which would otherwise be paid to Chase USA to cover shortfalls in amounts       
payable from Excess Spread as described above under "--Application of           
Collections--Excess Spread." While Chase USA believes that, based upon          
applicable rules and regulations as currently in effect, the sharing of         
Excess Finance Charge Collections among Series in a Group will not have         
adverse regulatory implications for it, there can be no assurance that this     
will continue to be true in the future.                                         

Shared Principal Collections                                                    

 Collections of Principal Receivables for any Monthly Period allocated
to the Investor Interest will first be used to cover, with respect to any       
Monthly Period during the Controlled Accumulation Period, deposits of the       
applicable Controlled Deposit Amount to the Principal Funding Account or        
the Distribution Account, and during the Rapid Amortization Period,             
payments to the Certificateholders and then under certain circumstances         
payments to the Collateral Interest Holder. The Servicer will determine the     
amount of collections of Principal Receivables for any Monthly Period           
allocated to the Investor Interest remaining after covering required            
payments to the Certificateholders and any similar amount remaining for any     
other Series ("Shared Principal Collections"). The Servicer will allocate       
the Shared Principal Collections to cover any scheduled or permitted            
principal distributions to certificateholders and deposits to principal         
funding accounts, if any, for any Series entitled thereto which have not        
been covered out of the collections of Principal Receivables allocable to       
such Series and certain other amounts for such Series ("Principal               
Shortfalls"). Shared Principal Collections will not be used to cover            
investor charge-offs for any Series. If Principal Shortfalls exceed Shared      
Principal Collections for any Monthly Period, Shared Principal Collections      
will be allocated pro rata among the applicable Series based on the             
relative amounts of Principal Shortfalls. To the extent that Shared             
Principal Collections exceed Principal Shortfalls, the balance will be paid     
to the holder of the Transferor Certificate or, under certain                   
circumstances, deposited into the Excess Funding Account.                       

Required Collateral Interest                                                    

The "Required Collateral Interest" with respect to any Transfer Date
means (i) initially $__________ (the "Initial Collateral Interest") and         
(ii) thereafter on each Transfer Date an amount equal to 9% of the sum of       
the Class A Adjusted Investor Interest, the Class B Investor Interest and       
the Collateral Interest on such Transfer Date, after taking into account        
deposits into the Principal Funding Account on such Transfer Date and           
payments to be made on the related Distribution Date, and the Collateral        
Interest on the prior Transfer Date after any adjustments made on such          
Transfer Date, but not less than $__________; provided, however, (1) that       
if certain reductions in the Collateral Interest are made or if a Pay Out       
Event occurs, the Required Collateral Interest for such Transfer Date shall     
equal the Required Collateral Interest for the Transfer Date immediately        
preceding the occurrence of such reduction or Pay Out Event, (2) in no          
event shall the Required Collateral Interest exceed the unpaid principal        
amount of the Certificates as of the last day of the Monthly Period             
preceding such Transfer Date after taking into account payments to be made      
on the related Distribution Date and (3) the Required Collateral Interest       
may be reduced to a lesser amount at any time if the Rating Agency              
Condition is satisfied.                                                         

"Rating Agency Condition" means the notification in writing by each 
Rating Agency that a proposed action will not result in such Rating Agency      
reducing or withdrawing its then-existing rating of the investor                
certificates of any outstanding Series or class with respect to which it is     
a Rating Agency.                                                                

 With respect to any Transfer Date, if the Collateral Interest is less
than the Required Collateral Interest, certain Excess Spread, if available,     
will be allocated to increase the Collateral Interest to the extent of such     
shortfall. Any of such Excess Spread not required to be so allocated or         
deposited into the Reserve Account with respect to any Transfer Date will       
be applied in accordance with the Loan Agreement. See "--Application of         
Collections--Excess Spread."                                                    

Defaulted Receivables; Investor Charge-offs                                     

On or before each Transfer Date, the Servicer will calculate the    
Investor Default Amount for the preceding Monthly Period. The term              
"Investor Default Amount" means, for any Monthly Period, the product of (a)     
the Floating Investor Percentage with respect to such Monthly Period and        
(b) the aggregate amount of Receivables in Defaulted Accounts (the "Default     
Amount") for such Monthly Period. A portion of the Investor Default Amount      
will be allocated to the Class A Certificateholders (the "Class A Investor      
Default Amount") on each Transfer Date in an amount equal to the product of     
the Class A Floating Allocation applicable during the related Monthly           
Period and the Investor Default Amount for such Monthly Period. A portion       
of the Investor Default Amount will be allocated to the Class B                 
Certificateholders (the "Class B Investor Default Amount") on each Transfer     
Date in an amount equal to the product of the Class B Floating Allocation       
applicable during the related Monthly Period and the Investor Default           
Amount for such Monthly Period. A portion of the Investor Default Amount        
will be allocated to the Collateral Interest Holder (the "Collateral            
Default Amount") on each Transfer Date in an amount equal to the product of     
the Collateral Floating Allocation applicable during the related Monthly        
Period and the Investor Default Amount for such Monthly Period.                 

On each Transfer Date, if the Class A Investor Default Amount for   
such Transfer Date exceeds the amount of Excess Spread and Reallocated          
Principal Collections available to fund such amount with respect to the         
Monthly Period immediately preceding such Transfer Date, the Collateral         
Interest (after giving effect to reductions for any Collateral Charge-Offs      
and any Reallocated Principal Collections on such Transfer Date) will be        
reduced by the amount of such excess, but not more than the lesser of the       
Class A Investor Default Amount and the Collateral Interest (after giving       
effect to reductions for any Collateral Charge-Offs and any Reallocated         
Principal Collections on such Transfer Date) for such Transfer Date. In the     
event that such reduction would cause the Collateral Interest to be a           
negative number, the Collateral Interest will be reduced to zero, and the       
Class B Investor Interest (after giving effect to reductions for any Class      
B Investor Charge-Offs and any Reallocated Class B Principal Collections on     
such Transfer Date) will be reduced by the amount by which the Collateral       
Interest would have been reduced below zero. In the event that such             
reduction would cause the Class B Investor Interest to be a negative            
number, the Class B Investor Interest will be reduced to zero, and the          
Class A Investor Interest will be reduced by the amount by which the Class      
B Investor Interest would have been reduced below zero, but not more than       
the Class A Investor Default Amount for such Transfer Date (a "Class A          
Investor Charge-off"), which will have the effect of slowing or reducing        
the return of principal and interest to the Class A Certificateholders. If      
the Class A Investor Interest has been reduced by the amount of any Class A     
Investor Charge- Offs, it will be reimbursed on any Transfer Date (but not      
by an amount in excess of the aggregate Class A Investor Charge-Offs) by        
the amount of Excess Spread allocated and available for such purpose as         
described under "--Application of Collections--Excess Spread."                  

On each Transfer Date, if the Class B Investor Default Amount for   
such Transfer Date exceeds the amount of Excess Spread and Reallocated          
Collateral Principal Collections which are allocated and available to fund      
such amount with respect to the Monthly Period preceding such Transfer          
Date, the Collateral Interest (after giving effect to reductions for any        
Collateral Charge-Offs and any Reallocated Principal Collections on such        
Transfer Date and after giving effect to any adjustments with respect           
thereto as described in the preceding paragraph) will be reduced by the         
amount of such excess but not more than the lesser of the Class B Investor      
Default Amount and the Collateral Interest (after giving effect to              
reductions for any Collateral Charge-Offs and any Reallocated Principal         
Collections on such Transfer Date and after giving effect to any                
adjustments with respect thereto as described in the preceding paragraph)       
for such Transfer Date. In the event that such reduction would cause the        
Collateral Interest to be a negative number, the Collateral Interest will       
be reduced to zero and the Class B Investor Interest will be reduced by the     
amount by which the Collateral Interest would have been reduced below zero,     
but not more than the Class B Investor Default Amount for such Transfer         
Date (a "Class B Investor Charge-off"). The Class B Investor Interest will      
also be reduced by the amount of Reallocated Class B Principal Collections      
in excess of the Collateral Interest (after giving effect to reductions for     
any Collateral Charge-Offs and any Reallocated Collateral Principal             
Collections on such Transfer Date) and the amount of any portion of the         
Class B Investor Interest allocated to the Class A Certificates to avoid a      
reduction in the Class A Investor Interest. The Class B Investor Interest       
will thereafter be reimbursed (but not in excess of the unpaid principal        
balance of the Class B Certificates) on any Transfer Date by the amount of      
Excess Spread allocated and available for that purpose as described under       
"--Application of Collections--Excess Spread."                                  

On each Transfer Date, if the Collateral Default Amount for such    
Transfer Date exceeds the amount of Excess Spread which is allocated and        
available to fund such amount as described under "--Application of              
Collections--Excess Spread," the Collateral Interest will be reduced by the     
amount of such excess but not more than the lesser of the Collateral            
Default Amount and the Collateral Interest for such Transfer Date (a            
"Collateral Charge-off"). The Collateral Interest will also be reduced by       
the amount of Reallocated Principal Collections and the amount of any           
portion of the Collateral Interest allocated to the Class A Certificates to     
avoid a reduction in the Class A Investor Interest or to the Class B            
Certificates to avoid a reduction in the Class B Investor Interest. The         
Collateral Interest will thereafter be reimbursed on any Transfer Date by       
the amount of Excess Spread allocated and available for that purpose as         
described under "--Application of Collections--Excess Spread."                  

Principal Funding Account                                                       

 Pursuant to the Series 1999-_ Supplement, the Master Trust Trustee at
the direction of the Servicer will establish and maintain an Eligible           
Deposit Account held for the benefit of the Certificateholders (the             
"Principal Funding Account"). During the Controlled Accumulation Period,        
the Master Trust Trustee at the direction of the Servicer will transfer         
collections in respect of Principal Receivables (other than Reallocated         
Principal Collections) and Shared Principal Collections from other Series,      
if any, allocated to Series 1999-_ from the Principal Account to the            
Principal Funding Account as described under "--Application of                  
Collections." Such collections will be retained in the Principal Funding        
Account and ultimately used to pay the principal of the Class A                 
Certificates on the Class A Scheduled Payment Date or the first                 
Distribution Date with respect to the Rapid Amortization Period, whichever      
occurs earlier.                                                                 

 Funds on deposit in the Principal Funding Account will be invested to
the following Transfer Date by the Master Trust Trustee at the direction of     
the Servicer in Permitted Investments. Investment earnings (net of              
investment losses and expenses) on funds on deposit in the Principal            
Funding Account (the "Principal Funding Investment Proceeds") will be           
applied on each Transfer Date as Class A Available Funds. If, for any           
Transfer Date, the Principal Funding Investment Proceeds are less than an       
amount equal to the product of (a) (i) a fraction, the numerator of which       
is the actual number of days in the related Interest Period and the             
denominator of which is 360, times (ii) the Class A Certificate Rate in         
effect with respect to such Interest Period and (b) the Principal Funding       
Account Balance as of the Record Date preceding such Transfer Date (the         
"Class A Covered Amount"), the amount of such deficiency (the "Class A          
Principal Funding Investment Shortfall") shall be withdrawn, to the extent      
available, from the Reserve Account and deposited in the Finance Charge         
Account and included in collections of Finance Charge Receivables to be         
applied to the payment of Class A Monthly Interest.                             

Reserve Account                                                                 

Pursuant to the Series 1999-_ Supplement, the Master Trust Trustee  
will establish and maintain an Eligible Deposit Account held for the            
benefit of the Certificateholders (the "Reserve Account"). The Reserve          
Account is established to assist with the subsequent distribution of            
interest on the Certificates during the Controlled Accumulation Period. On      
each Transfer Date from and after the Reserve Account Funding Date, but         
prior to the termination of the Reserve Account, the Master Trust Trustee,      
acting pursuant to the Servicer's instructions, will apply Excess Spread        
allocated to the Certificates (to the extent described above under              
"--Application of Collections--Excess Spread") to increase the amount on        
deposit in the Reserve Account (to the extent such amount is less than the      
Required Reserve Account Amount). The "Reserve Account Funding Date" will       
be the Transfer Date with respect to the Monthly Period which commences no      
later than three months prior to the commencement of the Controlled             
Accumulation Period, or such earlier date as the Servicer may determine.        
The "Required Reserve Account Amount" for any Transfer Date on or after the     
Reserve Account Funding Date will be equal to (a) 0.50% of the outstanding      
principal balance of the Class A Certificates or (b) any other amount           
designated by Chase USA; provided, that if such designation is of a lesser      
amount, Chase USA shall have provided the Servicer, the Collateral Interest     
Holder and the Master Trust Trustee with evidence that the Rating Agency        
Condition has been satisfied and Chase USA shall have delivered to the          
Master Trust Trustee a certificate of an authorized officer to the effect       
that, based on the facts known to such officer at such time, in the             
reasonable belief of Chase USA, such designation will not cause a Pay Out       
Event or an event that, after the giving of notice or the lapse of time,        
would cause a Pay Out Event to occur with respect to Series 1999-_. On each     
Transfer Date, after giving effect to any deposit to be made to, and any        
withdrawal to be made from, the Reserve Account on such Transfer Date, the      
Master Trust Trustee will withdraw from the Reserve Account an amount equal     
to the excess, if any, of the amount on deposit in the Reserve Account over     
the Required Reserve Account Amount and distribute such excess to the           
Collateral Interest Holder for application in accordance with the terms of      
the Loan Agreement.                                                             

Provided that the Reserve Account has not terminated as described   
below, all amounts on deposit in the Reserve Account on any Transfer Date       
(after giving effect to any deposits to, or withdrawals from, the Reserve       
Account to be made on such Transfer Date) will be invested to the following     
Transfer Date by the Master Trust Trustee at the direction of the Servicer      
in Permitted Investments. The interest and other investment income (net of      
investment expenses and losses) earned on such investments will be retained     
in the Reserve Account (to the extent the amount on deposit is less than        
the Required Reserve Account Amount) or deposited in the Finance Charge         
Account and treated as Class A Available Funds.                                 

On or before each Transfer Date with respect to the Controlled      
Accumulation Period and on the first Transfer Date with respect to the          
Rapid Amortization Period, a withdrawal will be made from the Reserve           
Account, and the amount of such withdrawal will be deposited in the Finance     
Charge Account and included in collections of Finance Charge Receivables to     
be applied to the payment of the Class A Monthly Interest for such Transfer     
Date in an amount equal to the lesser of (a) the Available Reserve Account      
Amount with respect to such Transfer Date and (b) the Class A Principal         
Funding Investment Shortfall with respect to such Transfer Date; provided,      
that the amount of such withdrawal shall be reduced to the extent that          
funds otherwise would be available to be deposited in the Reserve Account       
on such Transfer Date. On each Transfer Date, the amount available to be        
withdrawn from the Reserve Account (the "Available Reserve Account Amount")     
will be equal to the lesser of the amount on deposit in the Reserve Account     
(before giving effect to any deposit to be made to the Reserve Account on       
such Transfer Date) and the Required Reserve Account Amount for such            
Transfer Date.                                                                  

The Reserve Account will be terminated upon the earlier to occur of 
(a) the termination of the Master Trust pursuant to the Agreement and (b)       
if the Controlled Accumulation Period has not commenced, the first Transfer     
Date with respect to the Rapid Amortization Period or, if the Controlled        
Accumulation Period has commenced, the earlier to occur of (i) the first        
Transfer Date with respect to the Rapid Amortization Period and (ii) the        
Transfer Date immediately preceding the Class A Scheduled Payment Date.         
Upon the termination of the Reserve Account, all amounts on deposit therein     
(after giving effect to any withdrawal from the Reserve Account on such         
date as described above) will be distributed to the Collateral Interest         
Holder for application in accordance with the terms of the Loan Agreement.      
Any amounts withdrawn from the Reserve Account and distributed to the           
Collateral Interest Holder as described above will not be available for         
distribution to the Certificateholders.                                         

Issuance of Additional Certificates                                             

The Series 1999-_ Supplement provides that, from time to time during
the Revolving Period, Chase USA may, subject to certain conditions              
described below, cause the Master Trust Trustee to issue additional             
Certificates ("Additional Certificates") and to increase the size of the        
Collateral Interest (each such issuance, an "Additional Issuance"). When        
issued, the Additional Certificates of each Class will be identical in all      
respects to the other outstanding Certificates of that Class and will be        
equally and ratably entitled to the benefits of the Agreement without           
preference, priority or distinction.                                            

In connection with each Additional Issuance, a pro rata principal   
amount of each Class of Certificates will be issued and there will be a pro     
rata increase in the Collateral Interest.                                       

As of the date of any Additional Issuance, the Collateral Interest, 
the Controlled Accumulation Amount and the Investor Interest for each Class     
of this Series will be increased proportionately to reflect the aggregate       
face amount of the Additional Certificates.                                     

Additional Certificates may be issued only upon the satisfaction of 
certain conditions provided in the Series 1999-_ Supplement, including the      
following:                                                                      

(a)   on or before the fifth business day immediately preceding the 
   date on which the Additional Certificates are to be issued,
Chase USA will have given the Master Trust Trustee, the 
    Servicer and the Rating Agencies notice of such issuance and
the date upon which it is to occur;                     

(b)   after giving effect to the Additional Issuance, the total     
     amount of Principal Receivables will be greater than or equal
to the Minimum Aggregate Principal Receivables;         

(c)   Chase USA shall have delivered evidence of the proportional   
       increase in the Collateral Interest to the Master Trust Trustee
and the Rating Agencies;                                

(d)   the Rating Agency Condition shall have been satisfied with    
respect to the Additional Issuance;                     

(e)   Chase USA shall have delivered to the Master Trust Trustee a  
       certificate of an authorized officer to the effect that, in the
     reasonable belief of Chase USA, such Additional Issuance will
      not have a material adverse effect on any outstanding Class of
this Series;                                            

(f)   as of the date of the Additional Issuance there shall be no   
      Investor Charge-Offs with respect to any Class of this Series;
and                                                     

(g)   Chase USA shall have delivered to the Master Trust Trustee a  
Tax Opinion with respect to the Additional Issuance.    

There are no restrictions on the timing or amount of any Additional 
Issuance other than the foregoing conditions.                                   

Companion Series                                                                

The Series 1999-_ Certificates may be paired with one or more other 
Series (each, a "Companion Series"). Each Companion Series either will be       
prefunded with an initial deposit to a prefunding account in an amount up       
to the initial principal balance of such Companion Series, funded primarily     
from the proceeds for the sale of such Companion Series, or will have a         
variable principal amount. Any such prefunding account will be held for the     
benefit of such Companion Series and not for the benefit of                     
Certificateholders. As principal is paid with respect to the Series 1999-_      
Certificates, either (i) in the case of a prefunded Companion Series, an        
equal amount of funds on deposit in any prefunding account for such             
prefunded Companion Series will be released (which funds will be                
distributed to Chase USA) or (ii) in the case of a Companion Series having      
a variable principal amount, an interest in such variable Companion Series      
in an equal or lesser amount may be sold by the Master Trust (and the           
proceeds thereof will be distributed to Chase USA) and, in either case, the     
invested amount in the Master Trust of such Companion Series will increase      
by up to corresponding amount. Upon payment in full of the Series 1999-_        
Certificates, assuming that there have been no unreimbursed charge-offs         
with respect to any related Companion Series, the aggregate invested amount     
of such related Companion Series will have been increased by an amount up       
to an aggregate amount equal to the Series 1999-_ Investor Interest paid to     
the Series 1999-_ Certificateholders since the issuance of such Companion       
Series. The issuance of a Companion Series will be subject to the               
conditions described under "Description of the Certificates--Exchanges" in      
the attached prospectus. There can be no assurance, however, that the terms     
of any Companion Series might not have an impact on the timing or amount of     
payments received by a Series 1999-_ Certificateholder. In particular, the      
denominator of the Fixed Investor Percentage may be increased upon the          
occurrence of a Pay Out Event with respect to a Companion Series resulting      
in a possible reduction of the percentage of collections of Principal           
Receivables allocated to Series 1999-_ if such event allowed the payment of     
principal at such time to the Companion Series and required reliance by         
Series 1999-_ on clause (y) of the denominator of the Fixed Investor            
Percentage for Series 1999-_. See "Maturity Considerations" and                 
"--Allocation Percentages" in this supplement.                                  

Pay Out Events                                                                  

As described above, the Revolving Period will continue through the  
close of business on the last day of the ________ Monthly Period (unless        
such date is postponed as described under "--Postponement of Controlled         
Accumulation Period"), unless a Pay Out Event occurs prior to such date. A      
"Pay Out Event" refers to any of the following events:                          

(a)   failure on the part of Chase USA (i) to make any payment or   
       deposit on the date required under the Agreement (or within the
    applicable grace period which shall not exceed five days) or
    (ii) to observe or perform in any material respect any other
       covenants or agreements of Chase USA set forth in the Agreement
     or the Series 1999-_ Supplement, which failure has a material
     adverse effect on the Certificateholders (which determination
       shall be made without regard to the existence of the Collateral
   Interest) and which continues unremedied for a period of 60
 days after written notice and continues to materially and
       adversely affect the interests of the Certificateholders (which
      determination shall be made without regard to the existence of
the Collateral Interest) for such period;               

(b)   any representation or warranty made by Chase USA in the       
     Agreement or the Series 1999-_ Supplement, or any information
     required to be given by Chase USA to the Master Trust Trustee
     to identify the Accounts proves to have been incorrect in any
      material respect when made and which continues to be incorrect
     in any material respect for a period of 60 days after written
notice and as a result of which the interests of the    
       Certificateholders are materially and adversely affected (which
      determination shall be made without regard to the existence of
  the Collateral Interest) and continue to be materially and
     adversely affected for such period; provided, however, that a
     Pay Out Event pursuant to this clause (b) shall not be deemed
     to occur thereunder if Chase USA has accepted reassignment of
      the related Receivable or all such Receivables, if applicable,
     during such period (or such longer period as the Master Trust
     Trustee may specify) in accordance with the provisions of the
Agreement;                                              

(c)   any reduction of the average of the Portfolio Yields for any  
      three consecutive Monthly Periods to a rate which is less than
the average of the Base Rates for such period;          

(d)   a failure by Chase USA to convey Receivables arising under    
   Additional Accounts, or Participations, to the Master Trust
when required by the Agreement;                         

 (e)   any Servicer Default occurs which would have a material adverse
effect on the Certificateholders;                       

 (f)   insufficient funds in the Distribution Account to pay the Class
    A Investor Interest in full on the Class A Scheduled Payment
    Date or the Class B Investor Interest in full on the Class B
Scheduled Payment Date;                                 

(g)   certain events of bankruptcy, insolvency, conservatorship or  
receivership relating to Chase USA;                     

 (h)   Chase USA becomes unable for any reason to transfer Receivables
    to the Master Trust in accordance with the provisions of the
Agreement; or                                           

(i)   the Master Trust is subject to regulation as an "investment   
    company" within the meaning of the Investment Company Act of
1940, as amended.                                       

 In the case of any event described in clause (a), (b) or (e) above, a
Pay Out Event will be deemed to have occurred with respect to the               
Certificates only if, after any applicable grace period, either the Master      
Trust Trustee or Certificateholders and the Collateral Interest Holder          
evidencing undivided interests aggregating more than 50% of the Investor        
Interest, by written notice to Chase USA and the Servicer (and to the           
Master Trust Trustee if given by the Certificateholders) declare that a Pay     
Out Event has occurred with respect to the Certificates as of the date of       
such notice. In the case of any event described in clause (g), (h) or (i),      
a Pay Out Event with respect to all Series then outstanding, and in the         
case of any event described in clause (c), (d) or (f), a Pay Out Event with     
respect to only the Certificates, will be deemed to have occurred without       
any notice or other action on the part of the Master Trust Trustee, the         
Certificateholders, the Collateral Interest Holder or all                       
certificateholders, as appropriate, immediately upon the occurrence of such     
event. On the date on which a Pay Out Event is deemed to have occurred, the     
Rapid Amortization Period will commence. In such event, distributions of        
principal to the Certificateholders will begin on the first Distribution        
Date following the month in which such Pay Out Event occurred. If, because      
of the occurrence of a Pay Out Event, the Rapid Amortization Period begins      
earlier than the close of business on the last day of the ________ Monthly      
Period Certificateholders will begin receiving distributions of principal       
earlier than they otherwise would have, which may shorten the average life      
of the Certificates.                                                            

 See "Description of the Certificates--Pay Out Events" in the attached
prospectus for an additional discussion of the consequences of an               
insolvency, conservatorship or receivership of Chase USA.                       

Servicing Compensation and Payment of Expenses                                  

The Servicer will receive a fee as servicing compensation from the  
Master Trust (the "Servicing Fee"). The Servicing Fee may be payable from       
Finance Charge Receivables, Interchange or other amounts as specified in        
this supplement. The share of the Servicing Fee allocable to the Investor       
Interest with respect to any Transfer Date (the "Investor Servicing Fee")       
shall be equal to one-twelfth of the product of (a) 2.0% and (b) the            
Adjusted Investor Interest as of the last day of the Monthly Period             
preceding such Transfer Date; provided, however, with respect to the first      
Transfer Date, the Investor Servicing Fee shall be equal to the product of      
(i) a fraction the numerator of which is the number of days from and            
including the Closing Date to and including the last day of the _____ 1999      
Monthly Period and the denominator of which is 360, (ii) 2.0% and (iii) the     
Investor Interest on the Closing Date. On each Transfer Date Servicer           
Interchange with respect to the related Monthly Period will be paid to the      
Servicer in payment of a portion of the Investor Servicing Fee with respect     
to such Monthly Period. The "Servicer Interchange" for any Monthly Period       
will be an amount equal to the portion of collections of Finance Charge         
Receivables allocated to the Investor Interest with respect to such Monthly     
Period that is attributable to Interchange; provided, however, that             
Servicer Interchange for a Monthly Period shall not exceed one-twelfth of       
the product of (i) the Adjusted Investor Interest, as of the last day of        
such Monthly Period and (ii) 1.0%. In the case of any insufficiency of          
Servicer Interchange on deposit in the Finance Charge Account, a portion of     
the Investor Servicing Fee with respect to such Monthly Period will not be      
paid to the extent of such insufficiency and in no event shall the Master       
Trust, the Master Trust Trustee, the Certificateholders or the Collateral       
Interest Holder be liable for the share of the Servicing Fee to be paid out     
of Servicer Interchange.                                                        

The share of the Investor Servicing Fee allocable to the Class A    
Certificateholders with respect to any Transfer Date (the "Class A              
Servicing Fee") shall be equal to one-twelfth of the product of (a) the         
Class A Floating Allocation, (b) 1.0% (the "Net Servicing Fee Rate") and        
(c) the Adjusted Investor Interest as of the last day of the Monthly Period     
preceding such Transfer Date; provided, however, that with respect to the       
first Transfer Date, the Class A Servicing Fee shall be equal to the            
product of (i) the Class A Floating Allocation, (ii) a fraction, the            
numerator of which is the number of days from and including the Closing         
Date to and including the last day of the _____ 1999 Monthly Period and the     
denominator of which is 360, (iii) the Net Servicing Fee Rate and (iv) the      
Investor Interest on the Closing Date. The share of the Investor Servicing      
Fee allocable to the Class B Certificateholders with respect to any             
Transfer Date (the "Class B Servicing Fee") shall be equal to one-twelfth       
of the product of (a) the Class B Floating Allocation, (b) the Net              
Servicing Fee Rate and (c) the Adjusted Investor Interest as of the last        
day of the Monthly Period preceding such Transfer Date; provided, however,      
that with respect to the first Transfer Date, the Class B Servicing Fee         
shall be equal to the product of (i) the Class B Floating Allocation, (ii)      
a fraction, the numerator of which is the number of days from and including     
the Closing Date to and including the last day of the _____ 1999 Monthly        
Period and the denominator of which is 360, (iii) the Net Servicing Fee         
Rate and (iv) the Investor Interest on the Closing Date. The share of the       
Investor Servicing Fee allocable to the Collateral Interest Holder with         
respect to any Transfer Date (the "Collateral Interest Servicing Fee")          
shall be equal to one-twelfth of the product of (a) the Collateral Floating     
Allocation, (b) the Net Servicing Fee Rate and (c) the Adjusted Investor        
Interest as of the last day of the Monthly Period preceding such Transfer       
Date; provided, however, that with respect to the first Transfer Date, the      
Collateral Interest Servicing Fee shall be equal to the product of (i) the      
Collateral Floating Allocation, (ii) a fraction, the numerator of which is      
the number of days from and including the Closing Date to and including the     
last day of the _____ 1999 Monthly Period and the denominator of which is       
360, (iii) the Net Servicing Fee Rate and (iv) the Investor Interest on the     
Closing Date. Pursuant to the Agreement, the amount by which the Servicing      
Fee exceeds the Investor Servicing Fee will be paid from amounts allocable      
to the Transferor Certificate and to other Series. In no event shall the        
Master Trust, the Master Trust Trustee, the Certificateholders or the           
Collateral Interest Holder be liable for the share of the Servicing Fee to      
be paid out of Servicer Interchange. The Class A Servicing Fee and the          
Class B Servicing Fee shall be payable to the Servicer solely to the extent     
amounts are available for distribution in respect thereof as described          
under "--Application of Collections."                                           

The Servicer will pay from its servicing compensation certain       
expenses incurred in connection with servicing the Receivables including,       
without limitation, payment of the fees and disbursements of the Master         
Trust Trustee and independent certified public accountants and other fees       
which are not expressly stated in the Agreement to be payable by the Master     
Trust or the Certificateholders other than federal, state and local income      
and franchise taxes, if any, of the Master Trust.                               

Reports to Certificateholders                                                   

On each Transfer Date, the Master Trust Trustee will forward to each
Certificateholder of record, a statement prepared by the Servicer setting       
forth the items described in "Description of the Certificates--Reports to       
Certificateholders" in the attached prospectus. In addition, such statement     
will include (a) the amount, if any, withdrawn from the Principal Funding       
Account for such Transfer Date, and (b) the Collateral Interest, if any,        
for such Transfer Date. So long as the Certificates are listed on the           
Luxembourg Stock Exchange, notice to Certificateholders will be given by        
publication in a daily newspaper in Luxembourg (expected to be the              
Luxemburger Wort). In the event that Definitive Certificates are issued,        
notices to Certificateholders will also be given by mail to their addresses     
as they appear on the register maintained by the Master Trust Trustee.          

Listing and General Information   

Application has been made to list the Class A Certificates and the  
Class B Certificates on the Luxembourg Stock Exchange. In connection with       
the listing application, the Organization Certificate and By-laws of the        
Bank, as well as legal notice relating to the issuance of the Class A           
Certificates and the Class B Certificates will be deposited prior to            
listing with the Chief Registrar of the District Court of Luxembourg, where     
copies thereof may be obtained upon request. The Class A and the Class B        
Certificates have been accepted for clearance through the facilities of         
DTC, Cedelbank and Euroclear. The CUSIP numbers for the Class A                 
Certificates and the Class B Certificates are _____ and _____ respectively;     
the International Securities Identification Numbers (ISIN) for the Class A      
Certificates and the Class B Certificates are _____ and _____ respectively;     
and the Common Code numbers for the Class A Certificates and the Class B        
Certificates are _____ and _____, respectively.                                 

As of the date of this prospectus supplement, the Bank is not       
involved in any litigation or arbitration proceeding relating to claims         
which are material in the context of the issuance of the Certificates, nor      
so far as the Bank is aware are any such proceedings pending or threatened.     

 Except as disclosed herein, there has been no material adverse change
in the financial position of the Bank since _________, 199_ through the         
date of this prospectus supplement.                                             

The transactions contemplated in this prospectus supplement were    
authorized by resolutions adopted by the Bank's Board of Directors on           
_____, 1999 and by the Bank's Asset and Loan Securitization Committee as of     
_____, 1999.                                                                    

Copies of the Pooling and Servicing Agreement, the Series 1999-_    
Supplement, the annual report of independent public accountants described       
in "Description of the Certificates--Evidence as to Compliance" in the          
attached prospectus, the documents described under "Where You Can Find More     
Information" and the reports to Certificateholders referred to under            
"Reports to Certificateholders" and "Description of the                         
Certificates--Reports to Certificateholders" in the attached prospectus         
will be available free of charge at the office of Banque Generale du            
Luxembourg, S.A. (the "Listing Agent"), 50 Avenue J.F. Kennedy, L-2951,         
Luxembourg. Financial information regarding the Bank is included in the         
consolidated financial statements of The Chase Manhattan Corporation in The     
Chase Manhattan Corporation's Annual Report on Form 10-K for the fiscal         
year ended December 31, 1998. Such report is available, and reports for         
subsequent years will be available, at the office of the Listing Agent.         

 So long as there is no Paying Agent and Transfer Agent in Luxembourg,
Banque Generale du Luxembourg, S.A. will act as intermediary agent in           
Luxembourg. In the event that Definitive Certificates are issued, a Paying      
Agent and Transfer Agent will be appointed in Luxembourg.                       

The Certificates, the Agreement and the Series 1999-_ Supplement are
governed by the laws of the State of New York.                                  

ERISA Considerations    

Section 406 of the Employee Retirement Income Security Act of 1979, 
as amended ("ERISA") and Section 4975 of the Code prohibit certain pension,     
profit sharing or other employee benefit plans, individual retirement           
accounts or annuities and employee annuity plans and Keogh plans                
(collectively, "Plans") from engaging in certain transactions involving         
"plan assets" with persons that are "parties in interest" under ERISA or        
"disqualified persons" under the Code (collectively, "Parties in Interest")     
with respect to the Plan. A violation of these "prohibited transaction"         
rules may generate excise tax and other liabilities under ERISA and Section     
4975 of the Code for such persons, unless a statutory, regulatory or            
administrative exemption is available. Plans that are governmental plans        
(as defined in section 3(32) of ERISA) and certain church plans (as defined     
in section 3(33) of ERISA) are not subject to ERISA requirements.               

Class A Certificates                                                            

A violation of the prohibited transaction rules could occur if the  
Class A Certificates were to be purchased with assets of any Plan if the        
Transferor, the Master Trust Trustee, any of the Underwriters or any of         
their affiliates were a Party in Interest with respect to such Plan, unless     
a statutory, regulatory or administrative exemption is available or an          
exemption applies under a regulation (the "Plan Asset Regulation") issued       
by the Department of Labor ("DOL"). The Transferor, the Master Trust            
Trustee, any of the Underwriters and their affiliates are likely to be          
Parties in Interest with respect to many Plans. Before purchasing the Class     
A Certificates, a Plan fiduciary or other Plan investor should consider         
whether a prohibited transaction might arise by reason of the relationship      
between the Plan and the Transferor, the Master Trust Trustee, any of the       
Underwriters or any of their affiliates and consult their counsel regarding     
the purchase in light of the considerations described below and in the          
attached prospectus.                                                            

Under certain circumstances, the Plan Asset Regulation treats the   
assets of an entity in which a Plan holds an equity interest as "plan           
assets" of such Plan. Because the Class A Certificates will represent           
beneficial interests in the Master Trust, and despite the agreement of the      
Transferor and the Certificate Owners to treat the Class A Certificates as      
debt instruments, the Class A Certificates are likely to be considered          
equity interests in the Master Trust for purposes of the Plan Asset             
Regulation, with the result that the assets of the Master Trust are likely      
to be treated as "plan assets" of the investing Plans for purposes of ERISA     
and Section 4975 of the Code, unless the exception for "publicly-offered        
securities" is applicable as described in the attached prospectus. The          
Underwriters anticipate that the Class A Certificates will meet the             
criteria for treatment as "publicly-offered securities" as described in the     
attached prospectus. No restrictions will be imposed on the transfer of the     
Class A Certificates. It is expected that the Class A Certificates will be      
held by at least 100 or more investors who were independent of the issuer       
and of one another ("Independent Investors") at the conclusion of the           
initial public offering although no assurance can be given, and no              
monitoring or other measures will be taken to ensure, that such condition       
is met. The Class A Certificates will be sold as part of an offering            
pursuant to an effective registration statement under the Securities Act        
and then will be timely registered under the Exchange Act.                      

If the foregoing exception under the Plan Asset Regulation were not 
satisfied, transactions involving the Master Trust and Parties in Interest      
with respect to a Plan that purchases or holds Class A Certificates might       
be prohibited under Section 406 of ERISA and/or Section 4975 of the Code        
and result in excise tax and other liabilities under ERISA and Section 4975     
of the Code unless an exemption were available. The five DOL class              
exemptions may not provide relief for all transactions involving the assets     
of the Master Trust even if they would otherwise apply to the purchase of a     
Class A Certificate by a Plan.                                                  

Class B Certificates                                                            

The Class B Underwriter currently does not expect that the Class B  
Certificates will be held by at least 100 Independent Investors and,            
therefore, does not expect that such Class B Certificates will qualify as       
publicly-offered securities under the regulation referred to in the             
preceding paragraph. Accordingly, the Class B Certificates may not be           
acquired or held by (a) any employee benefit plan that is subject to ERISA,     
(b) any plan or other arrangement (including an individual retirement           
account or Keogh plan) that is subject to Section 4975 of the Code, or (c)      
any entity whose underlying assets include "plan assets" under the              
regulation by reason of any such plan's investment in the entity. By its        
acceptance of a Class B Certificate, each Class B Certificateholder will be     
deemed to have represented and warranted that it is not and will not be         
subject to the foregoing limitation.                                            

Consultation with Counsel                                                       

 In light of the foregoing, fiduciaries or other persons contemplating
purchasing the Certificates on behalf or with "plan assets" of any Plan         
should consult their own counsel regarding whether the Master Trust assets      
represented by the Certificates would be considered "plan assets," the          
consequences that would apply if the Master Trust assets were considered        
"plan assets," and the applicability of exemptive relief from the               
prohibited transaction rules.                                                   

Finally, Plan fiduciaries and other Plan investors should consider  
the fiduciary standards under ERISA or other applicable law in the context      
of the Plan's particular circumstances before authorizing an investment of      
a portion of the Plan's assets in the Certificates. Accordingly, among          
other factors, Plan fiduciaries and other Plan investors should consider        
whether the investment (i) satisfies the diversification requirement of         
ERISA or other applicable law, (ii) is in accordance with the Plan's            
governing instruments, and (iii) is prudent in light of the "Risk Factors"      
and other factors discussed in this prospectus supplement.                      

Underwriting    

Subject to the terms and conditions set forth in the Underwriting   
Agreement dated February 26, 1999 (the "Underwriting Agreement") between        
Chase USA and the underwriters named below (the "Underwriters"), Chase USA      
has agreed to sell to the Underwriters of the Class A Certificates (the         
"Class A Underwriters") and the Underwriter of the Class B Certificates         
(the "Class B Underwriter"), and each of the Underwriters has severally         
agreed to purchase, the principal amount of the Class A Certificates and        
the Class B Certificates, as applicable, set forth opposite its name:           

                                       Principal Amount of
Class A Underwriters                                  Certificates              
--------------------                              --------------------          
Chase Securities Inc.                                     $___________          

-------------------------------                                                 
-------------------------------                                                 
-------------------------------                                                 
Total                                           $                         
                                 ===========

                             Principal Amount of
Class B Underwriter                          Class B Certificates               
-------------------                          ----------------------             
Chase Securities Inc.                                  $__________              

The price to public, Underwriters' discounts and commissions, the   
concessions that the Underwriters may allow to certain dealers, and the         
discounts that such dealers may reallow to certain other dealers, each          
expressed as a percentage of the principal amount of the Class A and Class      
B Certificates, shall be as follows:                                            

         Underwriting    Selling
                           Discount and  Concessions,   Reallowance,
           Price to Public  Commissions   Not to Exceed  Not to Exceed
            ---------------  ------------  -------------  --------------

Class A Certificates  _____%       _____%         _____%         _____%         

Class B Certificates  _____%       _____%         _____%         _____%         

 After the offering is completed, Chase USA will receive the proceeds,
after deduction of the underwriting and other expenses, listed below:           

                            Proceeds to Transferor      Underwriting
             Proceeds to     (as % of the Principal      Discounts and
            Transferor     amount of the Certificates)   Concessions
              -----------    ---------------------------  --------------

Class A Certificates $__________             ______%              $_________    

Class B Certificates $__________             ______%              $_________    

After the public offering, the public offering price and other      
selling terms may be changed by the Class A Underwriters and Class B            
Underwriter, as the case may be.                                                

Each Underwriter has represented and agreed that (a) it only issued 
or passed on and will only issue or pass on in the United Kingdom any           
document received by it 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 1996 or        
who is a person to whom the document may otherwise lawfully be issued or        
passed on, (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) if that Underwriter is an        
authorized person under the Financial Services Act 1986, it has only            
promoted and will only promote (as that term is defined in Regulation 1.02      
of the Financial Services (Promotion of Unregulated Schemes) Regulations        
1991) to any person in the United Kingdom the scheme described herein if        
that person is of a kind described either in Section 76(2) of the Financial     
Services Act 1986 or in Regulation 1.04 of the Financial Services               
(Promotion of Unregulated Schemes) Regulations 1991.                            

Chase USA will indemnify the Underwriters against certain           
liabilities, including liabilities under the Securities Act, or contribute      
to payments the Underwriters may be required to make in respect thereof.        

Chase Securities Inc. is a wholly owned subsidiary of The Chase     
Manhattan Corporation. See "Chase USA" in the attached prospectus.              

The Underwriters may engage in over-allotment transactions,         
stabilizing transactions, syndicate covering transactions and penalty bids      
with respect to the Certificates in accordance with Regulation M under the      
Exchange Act. Over-allotment transactions involve syndicate sales in excess     
of the offering size creating a syndicate short position. Stabilizing           
transactions permit bids to purchase the Certificates so long as the            
stabilizing bids do not exceed a specified maximum. Syndicate covering          
transactions involve purchases of the Certificates in the open market after     
the distribution has been completed in order to cover syndicate short           
positions. Penalty bids permit the Underwriters to reclaim a selling            
concession from a syndicate member when the Certificates originally sold by     
such syndicate member are purchased in a syndicate covering transaction.        
Such over-allotment transactions, stabilizing transactions, syndicate           
covering transactions and penalty bids may cause prices of the Certificates     
to be higher than they would otherwise be in the absence of such                
transactions. Neither the Master Trust nor any of the Underwriters              
represent that the Underwriters will engage in any such transactions nor        
that such transactions, once commenced, will not be discontinued without        
notice.                                                                         

 This prospectus supplement and the attached prospectus may be used by
Chase Securities Inc. in connection with offers and sales related to            
market-making transactions in the Certificates. Chase Securities Inc. may       
act as principal or agent in such transactions. Such sales will be made at      
prices related to prevailing market prices at the time of sale. Chase           
Securities Inc. has no obligation to make a market in the Certificates and      
any such market-making may be discontinued at any time without notice, in       
its sole discretion. Chase Securities Inc. is among the Underwriters            
participating in the initial distribution of the Certificates.                  

Exchange Listing    

Chase USA has applied to list the Certificates on the Luxembourg    
Stock Exchange. Chase USA cannot guaranty that the application for the          
listing will be accepted. You should consult with Banque Generale du            
Luxembourg, S.A., the Luxembourg listing agent for the Certificates, 50         
Avenue J.F. Kennedy, L-2951 Luxembourg, phone number (352) 42423113, to         
determine whether or not the Certificates are listed on the Luxembourg          
Stock Exchange.                                                                 

This prospectus supplement and the attached prospectus have been    
prepared by the Bank solely for use in connection with the offering and         
listing of the Certificates described herein. The Bank has taken reasonable     
care to ensure that facts stated in this Prospectus Supplement and the          
attached Prospectus are true and accurate in all material respects and          
there have not been omitted material facts the omission of which would make     
misleading any statements of fact or opinion herein or therein. The Bank        
accepts responsibility accordingly.                                             

Index of Terms for Prospectus Supplement  

Term                                                                      Page  
                                                                        ----
Accounts    ..............................................................S-18  
Accumulation Period Length................................................S-33  
Accumulation Shortfall....................................................S-43  
Addition Date.............................................................S-34  
Additional Certificates...................................................S-49  
Additional Interest.......................................................S-31  
Additional Issuance.......................................................S-49  
Adjusted Investor Interest................................................S-36  
Agreement   ..............................................................S-18  
Available Investor Principal Collections..................................S-33  
Available Reserve Account Amount..........................................S-48  
Bank        ..............................................................S-18  
Base Rate   ..............................................................S-26  
Cedelbank   ..............................................................S-30  
Certificateholders........................................................S-18  
Certificates..............................................................S-18  
Chase USA   ..............................................................S-18  
Class A Additional Interest...............................................S-31  
Class A Adjusted Investor Interest........................................S-35  
Class A Available Funds...................................................S-31  
Class A Certificate Rate..................................................S-31  
Class A Certificateholders................................................S-18  
Class A Certificates......................................................S-18  
Class A Covered Amount....................................................S-47  
Class A Fixed Allocation..................................................S-35  
Class A Floating Allocation...............................................S-34  
Class A Investor Charge-off...............................................S-46  
Class A Investor Default Amount...........................................S-46  
Class A Investor Interest.................................................S-35  
Class A Monthly Interest..................................................S-39  
Class A Monthly Principal.................................................S-42  
Class A Principal Funding Investment Shortfall............................S-47  
Class A Required Amount...................................................S-36  
Class A Scheduled Payment Date............................................S-25  
Class A Servicing Fee.....................................................S-52  
Class A Underwriters......................................................S-56  
Class B Additional Interest...............................................S-31  
Class B Available Funds...................................................S-31  
Class B Certificate Rate..................................................S-31  
Class B Certificateholders................................................S-18  
Class B Certificates......................................................S-18  
Class B Fixed Allocation..................................................S-35  
Class B Floating Allocation...............................................S-34  
Class B Investor Charge-off...............................................S-47  
Class B Investor Default Amount...........................................S-46  
Class B Investor Interest.................................................S-35  
Class B Monthly Interest..................................................S-39  
Class B Monthly Principal.................................................S-42  
Class B Required Amount...................................................S-36  
Class B Scheduled Payment Date............................................S-25  
Class B Servicing Fee.....................................................S-52  
Class B Underwriter.......................................................S-56  
Closing Date..............................................................S-31  
CMB.......................................................................S-18  
Collateral Available Funds................................................S-39  
Collateral Charge-off.....................................................S-47  
Collateral Default Amount.................................................S-46  
Collateral Fixed Allocation...............................................S-35  
Collateral Floating Allocation............................................S-34  
Collateral Interest.......................................................S-36  
Collateral Interest Holder................................................S-36  
Collateral Interest Servicing Fee.........................................S-52  
Collateral Monthly Interest...............................................S-40  
Collateral Monthly Principal..............................................S-43  
Collateral Rate...........................................................S-40  
Companion Series..........................................................S-49  
Controlled Accumulation Amount............................................S-43  
Controlled Accumulation Period............................................S-25  
Controlled Deposit Amount.................................................S-25  
Cut-off Date..............................................................S-18  
Default Amount............................................................S-46  
Distribution Date.........................................................S-31  
DOL.......................................................................S-54  
DTC.......................................................................S-30  
ERISA.....................................................................S-53  
Euroclear.................................................................S-30  
Excess Finance Charge Collections.........................................S-45  
Excess Funding Account....................................................S-32  
Excess Spread.............................................................S-39  
Fixed Investor Percentage.................................................S-35  
Floating Investor Percentage..............................................S-34  
Group I...................................................................S-44  
Independent Investors.....................................................S-54  
Initial Collateral Interest...............................................S-45  
Interest Period...........................................................S-29  
investment company........................................................S-26  
Investor Default Amount...................................................S-46  
Investor Interest.........................................................S-36  
Investor Servicing Fee....................................................S-51  
LIBOR.....................................................................S-32  
Libor Determination Date..................................................S-31  
Listing Agent.............................................................S-53  
Loan Agreement............................................................S-32  
Master Trust Trustee......................................................S-18  
Master Trust Yield........................................................S-10  
Minimum Aggregate Principal Receivables...................................S-18  
Minimum Transferor Interest...............................................S-18  
Monthly Period............................................................S-34  
Net Servicing Fee Rate....................................................S-52  
Parties in Interest.......................................................S-53  
Pay out Event.............................................................S-50  
Plan Asset Regulation.....................................................S-54  
Plans.....................................................................S-53  
Portfolio Yield...........................................................S-26  
Principal Funding Account.................................................S-47  
Principal Funding Account Balance.........................................S-25  
Principal Funding Investment Proceeds.....................................S-47  
Principal Shortfalls......................................................S-45  
Rating Agency Condition...................................................S-46  
Reallocated Class B Principal Collections.................................S-37  
Reallocated Collateral Principal Collections..............................S-37  
Reallocated Principal Collections.........................................S-37  
Receivables ..............................................................S-18  
Record Date ..............................................................S-29  
Recoveries  ..............................................................S-20  
Reference Banks...........................................................S-32  
Removal Date..............................................................S-34  
Removed Accounts..........................................................S-19  
Required Amount...........................................................S-33  
Required Collateral Interest..............................................S-45  
Required Reserve Account Amount...........................................S-48  
Reserve Account...........................................................S-47  
Reserve Account Funding Date..............................................S-48  
Revolving Period..........................................................S-32  
Series 1999-_ Certificates................................................S-18  
Series 1999-_ Supplement..................................................S-18  
Series 1999-_ Termination Date............................................S-42  
Servicer Interchange......................................................S-51  
Servicing Fee.............................................................S-51  
Shared Principal Collections..............................................S-45  
Telerate Page 3750........................................................S-32  
Transfer Date.............................................................S-38  
Transferor................................................................S-18  
Transferor Certificate....................................................S-29  
Transferor Interest.......................................................S-34  
Transferor Percentage.....................................................S-29  
Trust Portfolio...........................................................S-18  
U.S.......................................................................S-30  
Underwriters..............................................................S-56  
Underwriting Agreement....................................................S-56  

Annex I     

Other Series Issued and Outstanding     

The table below sets forth the principal characteristics of the     
______ other Series previously issued by the Master Trust and currently         
outstanding. For more specific information with respect to any Series, any      
prospective investor should contact The Chase Manhattan Bank at (212)           
270-6000. The Chase Manhattan Bank will provide, without charge, to any         
prospective purchaser of the Certificates, a copy of the Disclosure             
Documents for any other publicly issued Series.                                 

Series 1995-2                                                                   

1.  Class A Certificates                                                        

Initial Investor Interest.....................    $600,000,000          
Certificate Rate..............................    6.23%                 
Controlled Accumulation Amount (subject to                              
adjustment)...................................    $50,000,000           
Commencement of Controlled Accumulation                                 
Period (subject toadjustment).................    September 30, 1999    
Annual Servicing Fee Percentage...............    2.0%                  
Initial Collateral Interest...................    $47,728,181.82        
  Other Enhancement.............................    Subordination of Class B
                                        Certificates
Scheduled Payment Date........................    October 15, 2000      
Series 1995-2 Termination Date................    June 15, 2003         
Series Issuance Date..........................    October 19, 1995      

2.  Class B Certificates                                                        
Initial Investor Interest.....................    $34,090,000           
Certificate Rate..............................    6.38%                 
Annual Servicing Fee Percentage...............    2.0%                  
 Initial Collateral Interest...................    Same as above for Class
                                          A Certificates
Scheduled Payment Date........................    November 15, 2000     
 Series 1995-2 Termination Date................    Same as above for Class
                                          A Certificates
 Series Issuance Date..........................    Same as above for Class
                                          A Certificates

Series 1995-3                                                                   

1.  Class A Certificates                                                        
Initial Investor Interest.....................    $450,000,000          
Certificate Rate..............................    6.23%                 
Controlled Accumulation Amount (subject to                              
adjustment)...................................    $37,500,000           
Commencement of Controlled Accumulation Period                          
(subject to adjustment).......................    July 31, 2001         
Annual Servicing Fee Percentage...............    2.0%                  
Initial Collateral Interest...................    $35,795,636.36        
  Other Enhancement.............................    Subordination of Class B
                                        Certificates
Scheduled Payment Date........................    August 15, 2002       
Series 1995-3 Termination Date................    April 15, 2005        
Series Issuance Date..........................    November 21, 1995     

2.  Class B Certificates                                                        
Initial Investor Interest.....................    $25,568,000           
Certificate Rate..............................    6.39%                 
Annual Servicing Fee Percentage...............    2.0%                  
 Initial Collateral Interest...................    Same as above for Class
                                          A Certificates
Scheduled Payment Date........................    September 15, 2002    
 Series 1995-3 Termination Date................    Same as above for Class
                                          A Certificates
Series Issuance Date..............................    Same as above for Class   
                                          A Certificates

Series 1995-4                                                                   

1.  Class A Certificates                                                        
Initial Investor Interest.....................    $300,000,000          
Certificate Rate..............................    Three Month LIBOR +   
                                 0.20%
Controlled Accumulation Amount (subject to                              
adjustment)...................................    $25,000,000           
Commencement of Controlled Accumulation Period                          
(subject to adjustment).......................    October 31, 2001      
Annual Servicing Fee Percentage...............    2.0%                  
Initial Collateral Interest...................    $35,714,857.14        
  Other Enhancement.............................    Subordination of Class B
                                        Certificates
Scheduled Payment Date........................    November 25, 2002     
Series 1995-4 Termination Date................    July 25, 2005         
Series Issuance Date..........................    November 29, 1995     

2.  Class B Certificates                                                        
Initial Investor Interest.....................    $21,428,000           
Certificate Rate..............................    Three Month LIBOR +   
                                 0.32%
Annual Servicing Fee Percentage...............    2.0%                  
 Initial Collateral Interest...................    Same as above for Class
                                          A Certificates
Scheduled Payment Date........................    November 25, 2002     
 Series 1995-4 Termination Date................    Same as above for Class
                                          A Certificates
 Series Issuance Date..........................    Same as above for Class
                                          A Certificates

Series 1996-1                                                                   

1.  Class A Certificates                                                        
Initial Investor Interest.....................    $700,000,000          
Certificate Rate..............................    5.55%                 
Controlled Accumulation Amount                                          
(subject to adjustment).......................    $58,333,333.33        
Commencement of Controlled Accumulation                                 
Period (subject to adjustment)................    December 31, 1999     
Annual Servicing Fee Percentage...............    2.0%                  
Initial Collateral Interest...................    $55,682,545.45        
  Other Enhancement.............................    Subordination of Class B
                                        Certificates
Scheduled Payment Date........................    January 15, 2001      
Series 1996-1 Termination Date................    September 15, 2003    
Series Issuance Date..........................    January 23, 1996      

2.  Class B Certificates                                                        
Initial Investor Interest.....................    $39,772,000           
Certificate Rate..............................    5.71%                 
Annual Servicing Fee Percentage...............    2.0%                  
 Initial Collateral Interest...................    Same as above for Class
                                          A Certificates
Scheduled Payment Date........................    February 15, 2001     
 Series 1996-1 Termination Date................    Same as above for Class
                                          A Certificates
 Series Issuance Date..........................    Same as above for Class
                                          A Certificates

Series 1996-2                                                                   

1.  Class A Certificates                                                        
Initial Investor Interest.....................    $550,000,000          
Certificate Rate..............................    5.98%                 
Controlled Accumulation Amount (subject to                              
adjustment)...................................    $45,833,333.33        
Commencement of Controlled Accumulation                                 
Period (subject to adjustment)................    December 31, 2004     
Annual Servicing Fee Percentage...............    2.0%                  
Initial Collateral Interest...................    $43,750,000.00        
  Other Enhancement.............................    Subordination of Class B
                                        Certificates
Scheduled Payment Date........................    January 15, 2006      
Series 1996-2 Termination Date................    September 15, 2008    
Series Issuance Date..........................    January 23, 1996      

2   Class B Certificates                                                        
Initial Investor Interest.....................    $31,250,000           
Certificate Rate..............................    6.16%                 
Annual Servicing Fee Percentage...............    2.0%                  
 Initial Collateral Interest...................    Same as above for Class
                                          A Certificates
Scheduled Payment Date........................    February 15, 2006     
 Series 1996-2 Termination Date................    Same as above for Class
                                          A Certificates
 Series Issuance Date..........................    Same as above for Class
                                          A Certificates

Series 1996-3                                                                   

1.  Class A Certificates                                                        
Initial Investor Interest.....................    $411,983,000          
Certificate Rate..............................    7.09%                 
Controlled Accumulation Amount (subject                                 
to adjustment)................................    $34,331,916.67        
Commencement of Controlled Accumulation                                 
Period (subject to adjustment)................    May 31, 2005          
Annual Servicing Fee Percentage...............    2.0%                  
Initial Collateral Interest...................    $32,772,440.86        
  Other Enhancement.............................    Subordination of Class B
                                        Certificates
Scheduled Payment Date........................    June 15, 2006         
Series 1996-3 Termination Date................    February 15, 2009     
Series Issuance Date..........................    May 30, 1996          

2.  Class B Certificates                                                        
Initial Investor Interest.....................    $23,408,000           
Certificate Rate..............................    7.27%                 
Annual Servicing Fee Percentage...............    2.0%                  
 Initial Collateral Interest...................    Same as above for Class
                                          A Certificates
Scheduled Payment Date........................    July 15, 2006         
 Series 1996-3 Termination Date................    Same as above for Class
                                          A Certificates
 Series Issuance Date..........................    Same as above for Class
                                          A Certificates

Series 1996-4                                                                   

1.  Class A Certificates                                                        
Initial Investor Interest.....................    $1,400,000,000        
 Certificate Rate..............................    One Month LIBOR + 0.13%
Controlled Accumulation Amount (subject to                              
adjustment)...................................    $116,666,666.67       
Commencement of Controlled Accumulation                                 
Period (subject to adjustment)................    October 31, 2002      
Annual Servicing Fee Percentage...............    2.0%                  
Initial Collateral Interest...................    $150,000,666.67       
  Other Enhancement.............................    Subordination of Class B
                                        Certificates
Scheduled Payment Date........................    November 17, 2003     
Series 1996-4 Termination Date................    July 17, 2006         
Series Issuance Date..........................    November 14, 1996     

2.  Class B Certificates                                                        
Initial Investor Interest.....................    $116,666,000          
 Certificate Rate..............................    One Month LIBOR + 0.35%
Annual Servicing Fee Percentage...............    2.0%                  
 Initial Collateral Interest...................    Same as above for Class
                                          A Certificates
Scheduled Payment Date........................    December 15, 2003     
 Series 1996-4 Termination Date................    Same as above for Class
                                          A Certificates
 Series Issuance Date..........................    Same as above for Class
                                          A Certificates

Series 1997-1                                                                   

1.  Class A Certificates                                                        
Initial Investor Interest.....................    $1,150,000,000        
 Certificate Rate..............................    One Month LIBOR + 0.09%
Controlled Accumulation Amount (subject to                              
adjustment)...................................    $95,833,333.33        
Commencement of Controlled Accumulation                                 
Period (subject to adjustment)................    January 31, 2003      
Annual Servicing Fee Percentage...............    2.0%                  
Initial Collateral Interest...................    $123,214,619          
  Other Enhancement.............................    Subordination of Class B
                                        Certificates
Scheduled Payment Date........................    February 15, 2004     
Series 1997-1 Termination Date................    October 15, 2006      
Series Issuance Date..........................    February 24, 1997     

2.  Class B Certificates                                                        
Initial Investor Interest.....................    $95,833,000           
 Certificate Rate..............................    One Month LIBOR + 0.29%
Annual Servicing Fee Percentage...............    2.0%                  
 Initial Collateral Interest...................    Same as above for Class
                                          A Certificates
Scheduled Payment Date........................    March 15, 2004        
 Series 1997-1 Termination Date................    Same as above for Class
                                          A Certificates
 Series Issuance Date..........................    Same as above for Class
                                          A Certificates

Series 1997-2                                                                   

1.  Class A Certificates                                                        
Initial Investor Interest.....................    $1,500,000,000        
Certificate Rate..............................    6.30%                 
Controlled Accumulation Amount (subject to                              
adjustment)...................................    $125,000,000          
Commencement of Controlled Accumulation                                 
Period (subject to adjustment)................    July 31, 1999         
Annual Servicing Fee Percentage...............    2.0%                  
Initial Collateral Interest...................    $119,318,455          
  Other Enhancement.............................    Subordination of Class B
                                        Certificates
Scheduled Payment Date........................    August 15, 2000       
Series 1997-2 Termination Date................    April 15, 2003        
Series Issuance Date..........................    August 18, 1997       

2.  Class B Certificates                                                        
Initial Investor Interest.....................    $85,227,000           
Certificate Rate..............................    6.45%                 
Annual Servicing Fee Percentage...............    2.0%                  
 Initial Collateral Interest...................    Same as above for Class
                                          A Certificates
Scheduled Payment Date........................    September 15, 2000    
 Series 1997-2 Termination Date................    Same as above for Class
                                          A Certificates
 Series Issuance Date..........................    Same as above for Class
                                          A Certificates

Series 1997-3                                                                   

1.  Class A Certificates                                                        
Initial Investor Interest.....................    $250,000,000          
Certificate Rate..............................    6.777%                
Controlled Accumulation Amount (subject to                              
adjustment....................................    One-twelfth of        
                                               outstanding balance
                                                   of Class A Certificates
                                             on August 1, 2003
Commencement of Controlled Accumulation                                 
Period (subject to adjustment)................    August 31, 2003       
Annual Servicing Fee Percentage...............    2.0%                  
Initial Collateral Interest...................    $26,786,048           
  Other Enhancement.............................    Subordination of Class B
                                        Certificates
Scheduled Payment Date........................    September 15, 2004    
Series 1997-3 Termination Date................    May 15, 2007          
Series Issuance Date..........................    September 22, 1997    

2.  Class B Certificates                                                        
Initial Investor Interest.....................    $20,833,000           
 Certificate Rate..............................    One Month LIBOR + 0.35%
Annual Servicing Fee Percentage...............    2.0%                  
 Initial Collateral Interest...................    Same as above for Class
                                          A Certificates
Scheduled Payment Date........................    October 15, 2004      
 Series 1997-3 Termination Date................    Same as above for Class
                                          A Certificates
Series Issuance Date..........................    Same as above for     
                                                Class A Certificates

Series 1997-4                                                                   

1.  Class A Certificates                                                        
Initial Investor Interest.....................    $600,000,000          
 Certificate Rate..............................    One Month LIBOR + 0.16%
Controlled Accumulation Amount (subject to                              
adjustment)...................................    $50,000,000           
Commencement of Controlled Accumulation                                 
Period (subject to adjustment)................    November 30, 2001     
Annual Servicing Fee Percentage...............    2.0%                  
Initial Collateral Interest...................    $64,285,715           
  Other Enhancement.............................    Subordination of Class B
                                        Certificates
Scheduled Payment Date........................    December 15, 2002     
Series 1997-4 Termination Date................    August 15, 2005       
Series Issuance Date..........................    December 8, 1997      

2.  Class B Certificates                                                        
Initial Investor Interest.....................    $50,000,000           
 Certificate Rate..............................    One Month LIBOR + 0.36%
Annual Servicing Fee Percentage...............    2.0%                  
 Initial Collateral Interest...................    Same as above for Class
                                          A Certificates
Scheduled Payment Date........................    January 15, 2003      
 Series 1997-4 Termination Date................    Same as above for Class
                                          A Certificates
 Series Issuance Date..........................    Same as above for Class
                                          A Certificates

Series 1997-5                                                                   

1.  Class A Certificates                                                        
Initial Investor Interest.....................    $500,000,000          
Certificate Rate..............................    6.194%                
Controlled Accumulation Amount (subject to                              
adjustment)...................................    $41,666,667           
Commencement of Controlled Accumulation Period                          
(subject to adjustment).......................    November 30, 2001     
Annual Servicing Fee Percentage...............    2.0%                  
Initial Collateral Interest...................    $39,772,819           
  Other Enhancement.............................    Subordination of Class B
                                        Certificates
Scheduled Payment Date........................    December 15, 2002     
Series 1997-5 Termination Date................    August 15, 2005       
Series Issuance Date..........................    December 23, 1997     

2.  Class B Certificates                                                        
Initial Investor Interest.....................    $28,409,000           
Certificate Rate..............................    6.388%                
Annual Servicing Fee Percentage...............    2.0%                  
 Initial Collateral Interest...................    Same as above for Class
                                          A Certificates
Scheduled Payment Date........................    January 15, 2003      
 Series 1997-5 Termination Date................    Same as above for Class
                                          A Certificates
 Series Issuance Date..........................    Same as above for Class
                                          A Certificates

Series 1998-1                                                                   

1.  Class A-1 Certificates                                                      
Initial Investor Interest.....................    $273,822,563          
  Certificate Rate..............................    One Month LIBOR + 0.231%
Controlled Accumulation Amount (subject to                              
adjustment)...................................    $22,818,547           
Commencement of Controlled Accumulation                                 
Period (subject to adjustment)................    January 31, 2004      
Annual Servicing Fee Percentage...............    2.0%                  
  Enhancement...................................    Subordination of Class B
                                            Certificates and
                                              Initial Collateral
                                    Interest
Scheduled Payment Date........................    February 15, 2005     
Series 1998-1 Termination Date................    October 15, 2007      
Series Issuance Date..........................    February 12, 1998     

Class A-2 Certificates                                                  
Initial Investor Interest.....................    $245,278,391          
Certificate Rate..............................    One Month LIBOR +     
                                   0.1885%
Controlled Accumulation Amount (subject to                              
adjustment)...................................    $20,439,866           
Commencement of Controlled Accumulation                                 
Period (subject to adjustment)................    January 31, 2004      
Annual Servicing Fee Percentage...............    2.0%                  
  Enhancement...................................    Subordination of Class B
                                            Certificates and
                                              Initial Collateral
                                    Interest
Scheduled Payment Date........................    February 15, 2005     
Series 1998-1 Termination Date................    October 15, 2007      
Series Issuance Date..........................    February 12, 1998     

Class A-3 Certificates                                                  
Initial Investor Interest.....................    $243,131,534          
Certificate Rate..............................    One Month LIBOR +     
                                   0.2445%
Controlled Accumulation Amount (subject to                              
adjustment)...................................    $20,260,961           
Commencement of Controlled Accumulation                                 
Period (subject to adjustment)................    January 31, 2004      
Annual Servicing Fee Percentage...............    2.0%                  
  Enhancement...................................    Subordination of Class B
                                            Certificates and
                                              Initial Collateral
                                    Interest
Scheduled Payment Date........................    February 15, 2005     
Series 1998-1 Termination Date................    October 15, 2007      
Series Issuance Date..........................    February 12, 1998     

2.  Class B Certificates                                                        
Initial Investor Interest.....................    $63,519,000           
 Certificate Rate..............................    One Month LIBOR + 0.37%
Annual Servicing Fee Percentage...............    2.0%                  
Initial Collateral Interest...................    $81,668,141           
Scheduled Payment Date........................    March 15, 2005        
 Series 1998-1 Termination Date................    Same as above for Class
                                          A Certificates
 Series Issuance Date..........................    Same as above for Class
                                          A Certificates

Series 1998-2                                                                   

1.  Class A Certificates                                                        
Initial Investor Interest.....................    $800,000,000          
Certificate Rate..............................    Federal Funds Rate +  
                                 0.24%
Controlled Accumulation Amount (subject to                              
adjustment)...................................    $66,666,667           
Commencement of Controlled Accumulation                                 
Period (subject to adjustment)................    January 31, 2000      
Annual Servicing Fee Percentage...............    2.0%                  
Initial Collateral Interest...................    $85,714,953           
  Other Enhancement.............................    Subordination of Class B
                                        Certificates
Scheduled Payment Date........................    February 15, 2001     
Series 1998-2 Termination Date................    February 15, 2003     
Series Issuance Date..........................    March 9, 1998         

2.  Class B Certificates                                                        
Initial Investor Interest.....................    $66,666,000           
 Certificate Rate..............................    One Month LIBOR + 0.25%
Annual Servicing Fee Percentage...............    2.0%                  
 Initial Collateral Interest...................    Same as above for Class
                                          A Certificates
Scheduled Payment Date........................    March 15, 2003        
 Series 1998-2 Termination Date................    Same as above for Class
                                          A Certificates
Series Issuance Date..........................    Same as above for     
                                                Class A Certificates

Series 1998-3                                                                   

1.  Class A Certificates                                                        
Initial Investor Interest.....................    $600,000,000          
Certificate Rate..............................    6.000%                
Controlled Accumulation Amount (subject to                              
adjustment)...................................    $50,000,000           
Commencement of Controlled Accumulation                                 
Period (subject to adjustment)................    March 31, 2002        
Annual Servicing Fee Percentage...............    2.0%                  
Initial Collateral Interest...................    $47,728,182           
  Other Enhancement.............................    Subordination of Class B
                                        Certificates
Scheduled Payment Date........................    April 15, 2003        
Series 1998-3 Termination Date................    August 15, 2005       
Series Issuance Date..........................    May 1, 1998           

2.  Class B Certificates                                                        
Initial Investor Interest.....................    $34,090,000           
Certificate Rate..............................    6.150%                
Annual Servicing Fee Percentage...............    2.0%                  
 Initial Collateral Interest...................    Same as above for Class
                                          A Certificates
Scheduled Payment Date........................    May 15, 2003          
 Series 1998-3 Termination Date................    Same as above for Class
                                          A Certificates
 Series Issuance Date..........................    Same as above for Class
                                          A Certificates

Series 1998-4                                                                   

1.  Class A Certificates                                                        
Initial Investor Interest.....................    $552,486,188          
  Certificate Rate..............................    One Month LIBOR + 0.134%
Controlled Accumulation Amount (subject to                              
adjustment)...................................    $46,040,516           
Commencement of Controlled Accumulation                                 
Period (subject to adjustment)...............     July 31, 2007         
Annual Servicing Fee Percentage...............    2.0%                  
Initial Collateral Interest...................    $59,195,465           
  Other Enhancement.............................    Subordination of Class B
                                        Certificates
Scheduled Payment Date........................    August 15, 2008       
Series 1998-4 Termination Date................    December 15, 2010     
Series Issuance Date..........................    July 28, 1998         

2.  Class B Certificates                                                        
Initial Investor Interest.....................    $46,040,000           
 Certificate Rate..............................    One Month LIBOR + 0.36%
Annual Servicing Fee Percentage...............    2.0%                  
 Initial Collateral Interest...................    Same as above for Class
                             A
                                        Certificates
Scheduled Payment Date........................    September 15, 2008    
 Series 1998-4 Termination Date................    Same as above for Class
                                          A Certificates
 Series Issuance Date..........................    Same as above for Class
                                          A Certificates

Series 1998-5                                                                   

1.  Class A Certificates                                                        
Initial Investor Interest.....................    $650,000,000          
 Certificate Rate..............................    One Month LIBOR + 0.16%
Controlled Accumulation Amount (subject to                              
adjustment)...................................    $54,166,667           
Commencement of Controlled Accumulation                                 
Period (subject to adjustment)................    August 31, 2002       
Annual Servicing Fee Percentage...............    2.0%                  
Initial Collateral Interest...................    $69,643,524           
  Other Enhancement.............................    Subordination of Class B
                                        Certificates
Scheduled Payment Date........................    September 15, 2003    
Series 1998-5 Termination Date................    January 15, 2006      
Series Issuance Date..........................    September 24, 1998    

2.  Class B Certificates                                                        
Initial Investor Interest.....................    $54,166,000           
 Certificate Rate..............................    One Month LIBOR + 0.36%
Annual Servicing Fee Percentage...............    2.0%                  
 Initial Collateral Interest...................    Same as above for Class
                                          A Certificates
Scheduled Payment Date........................    October 15, 2003      
 Series 1998-5 Termination Date................    Same as above for Class
                                          A Certificates
 Series Issuance Date..........................    Same as above for Class
                                          A Certificates

Series 1998-6                                                                   

1.  Class A Certificates                                                        
Initial Investor Interest.....................    $650,000,000          
 Certificate Rate..............................    One Month LIBOR + 0.26%
Controlled Accumulation Amount (subject to                              
adjustment)...................................    $54,166,667           
Commencement of Controlled Accumulation                                 
Period (subject to adjustment)................    April 30, 2001        
Annual Servicing Fee Percentage...............    2.0%                  
Initial Collateral Interest...................    $69,643,524           
  Other Enhancement.............................    Subordination of Class B
                                        Certificates
Scheduled Payment Date........................    May 15, 2002          
Series 1998-6 Termination Date................    September 15, 2004    
Series Issuance Date..........................    November 24, 1998     

2.  Class B Certificates                                                        
Initial Investor Interest.....................    $54,166,000           
 Certificate Rate..............................    One Month LIBOR + 0.51%
Annual Servicing Fee Percentage...............    2.0%                  
 Initial Collateral Interest...................    Same as above for Class
                                          A Certificates
Scheduled Payment Date........................    June 15, 2002         
 Series 1998-6 Termination Date................    Same as above for Class
                                          A Certificates
 Series Issuance Date..........................    Same as above for Class
                                          A Certificates

Series 1999-1                                                                   

1.  Class A Certificates                                                        
Initial Investor Interest.....................    $750,000,000          
 Certificate Rate..............................    One Month LIBOR + 0.16%
Controlled Accumulation Amount (subject to                              
adjustment)...................................    $62,500,000           
Commencement of Controlled Accumulation                                 
Period (subject to adjustment)................    April 30, 2003        
Annual Servicing Fee Percentage...............    2.0%                  
Initial Collateral Interest...................    $80,357,145           
  Other Enhancement.............................    Subordination of Class B
                                        Certificates
Scheduled Payment Date........................    May 15, 2004          
Series 1999-1 Termination Date................    September 15, 2006    
Series Issuance Date..........................    March 4, 1999         

2.  Class B Certificates                                                        
Initial Investor Interest.....................    $62,500,000           
 Certificate Rate..............................    One Month LIBOR + 0.39%
Annual Servicing Fee Percentage...............    2.0%                  
 Initial Collateral Interest...................    Same as above for Class
                                          A Certificates
Scheduled Payment Date........................    June 15, 2004         
 Series 1999-1 Termination Date................    Same as above for Class
                                          A Certificates
 Series Issuance Date..........................    Same as above for Class
                                          A Certificates

[FLAG]                                                                          
The information in this prospectus supplement and prospectus is not             
complete and may be changed. We cannot sell these securities until the          
registration statement filed with the Securities and Exchange Commission is     
effective. Neither this prospectus supplement nor the prospectus is an          
offer to sell these securities and it is not soliciting an offer to buy         
these securities in any state where the offer or sale is not permitted.         

SUBJECT TO COMPLETION, DATED JUNE 16, 1999                                      

PROSPECTUS SUPPLEMENT TO PROSPECTUS, DATED ____, 199__                          

CHASE CREDIT CARD OWNER TRUST 1999-__                                           
Issuer                                                                          

CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, Transferor and Administrator    

THE CHASE MANHATTAN BANK, Servicer of Chase Credit Card Master Trust            

$_________ CLASS A FLOATING RATE ASSET BACKED NOTES, SERIES 1999-__             
$_________ CLASS B FLOATING RATE ASSET BACKED NOTES, SERIES 1999-__             
$_________ CLASS C FLOATING RATE ASSET BACKED NOTES, SERIES 1999-__             

                                                        [Enlarge/Download Table]
                                                                                          
                                 Class A                Class B             Class C       
Principal Amount             $_______________     $_______________     $_______________   
Price                        $________ (___%)     $________ (___%)     $________ (___%)   
Underwriters' Commissions    $________ (___%)     $________ (___%)     $________ (___%)   
Proceeds to the Issuer       $________ (___%)     $________ (___%)     $________ (___%)   
Interest Rate                one-month LIBOR +    one-month LIBOR +    one-month LIBOR +  
                                   ___% p.a.             ___% p.a.            ___% p.a.   
Interest Payment Dates       monthly on the 15th  monthly on the 15th  monthly on the 15th
First Interest Payment Date  ____________, 1999   _____________, 1999  _____________, 1999
Note Maturity Date           ____________, ___    _____________, ____  _____________, ____

THE CLASS B NOTES ARE SUBORDINATED TO THE CLASS A NOTES.  THE CLASS C NOTES     
ARE SUBORDINATED TO THE CLASS A NOTES AND THE CLASS B NOTES.                    

THESE SECURITIES ARE INTERESTS IN CHASE CREDIT CARD OWNER TRUST 1999-__,        
AND ARE BACKED ONLY BY THE ASSETS OF THE OWNER TRUST. NEITHER THESE             
SECURITIES NOR THE ASSETS OF THE OWNER TRUST ARE RECOURSE OBLIGATIONS OF        
CHASE CREDIT CARD MASTER TRUST, CHASE MANHATTAN BANK USA, N.A., THE CHASE       
MANHATTAN BANK OR ANY OF THEIR AFFILIATES, OR OBLIGATIONS INSURED BY THE        
FDIC.                                                                           

THESE SECURITIES ARE HIGHLY STRUCTURED. BEFORE YOU PURCHASE THESE               
SECURITIES, BE SURE YOU UNDERSTAND THE STRUCTURE AND THE RISKS. SEE "RISK       
FACTORS" BEGINNING ON PAGE S-15 OF THIS PROSPECTUS SUPPLEMENT.                  

WE HAVE APPLIED TO HAVE THE SECURITIES LISTED ON THE LUXEMBOURG STOCK           
EXCHANGE.                                                                       

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES         
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE     
ADEQUACY OR ACCURACY OF THE DISCLOSURES IN THIS SUPPLEMENT AND THE ATTACHED     
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.           

The underwriters for each class of notes have agreed to purchase those          
notes, subject to the terms and conditions in the underwriting agreement.       

Underwriters of the Class A Notes                                               
CHASE SECURITIES INC.                                                           

Underwriters of the Class B Notes                                               
CHASE SECURITIES INC.                                                           

Underwriters of the Class C Notes                                               
CHASE SECURITIES INC.                                                           

The date of this Prospectus Supplement is ______, 1999. 

TABLE OF CONTENTS       

WHERE TO FIND INFORMATION IN THESE DOCUMENTS.........................S-4        

SUMMARY OF TERMS.....................................................S-6        

STRUCTURAL SUMMARY...................................................S-8        

SELECTED MASTER TRUST PORTFOLIO SUMMARY DATA........................S-13        

RISK FACTORS........................................................S-15        
You May Receive Principal Payments Earlier or Later than                  
the Scheduled Maturity Date if the Portfolio Yield is               
Reduced.......................................................S-15  
ALLOCATIONS OF CHARGED-OFF RECEIVABLES COULD REDUCE                       
PAYMENTS TO YOU...............................................S-18  
ISSUANCE OF ADDITIONAL SERIES BY THE MASTER TRUST MAY                     
AFFECT THE TIMING OF PAYMENTS TO YOU..........................S-18  
CHASE USA MAY ADD ACCOUNTS WITH DIFFERENT TERMS TO                        
THE MASTER TRUST PORTFOLIO ...................................S-18  
CHASE USA MAY NOT BE ABLE TO ADD NEW ACCOUNTS WHEN                        
REQUIRED UNDER THE POOLING AND SERVICING AGREEMENT............S-19  
INSOLVENCY OR BANKRUPTCY OF CHASE USA COULD RESULT IN                     
ACCELERATED, DELAYED OR REDUCED PAYMENTS TO YOU...............S-19  
YOU WILL HAVE LIMITED CONTROL OF OWNER TRUST AND MASTER                   
TRUST ACTIONS.................................................S-21  
You May Not Be Able to Resell Your Notes.........................S-21     
Repayment of Your Notes is Limited to the Owner Trust                     
Assets........................................................S-22  
Class B and Class C Bear Losses Before Class A...................S-22     

CHASE CREDIT CARD MASTER TRUST PORTFOLIO............................S-23        
GENERAL..........................................................S-23     
Delinquency and Loss Experience..................................S-23     
Characteristics of Receivables Portfolio.........................S-24     

MATURITY CONSIDERATIONS.............................................S-28        
Controlled Accumulation..........................................S-28     
Rapid Amortization Period........................................S-29     
Historical Payment Rates.........................................S-29     

RECEIVABLE YIELD CONSIDERATIONS.....................................S-30        

CREATION OF THE OWNER TRUST.........................................S-31        

USE OF PROCEEDS.....................................................S-31        

DESCRIPTION OF THE SECURITIES.......................................S-32        
Description of the Series Certificate............................S-32     
General..........................................................S-32     
Interest Allocations.............................................S-33     
Principal Allocations............................................S-33     
Controlled Accumulation..........................................S-34     
Allocation Percentages...........................................S-34     
Reallocation of Cash Flows.......................................S-35     
Application of Collections.......................................S-35     
Shared Excess Finance Charge Collections.........................S-40     
Shared Principal Collections.....................................S-40     
Defaulted Receivables............................................S-40     
Principal Funding Account........................................S-41     
Accumulation Period Reserve Account..............................S-41     
Pay Out Events...................................................S-42     
Servicing Fees and Expenses......................................S-45     

DESCRIPTION OF THE NOTES............................................S-45        
General..........................................................S-45     
Subordination....................................................S-46     
Interest Payments................................................S-46     
Principal Payments...............................................S-47     
Optional Redemption..............................................S-48     
Distributions....................................................S-48     
Owner Trust Spread Account.......................................S-49     
Events of Default................................................S-51     
Noteholder Reports...............................................S-51     

LISTING AND GENERAL INFORMATION.....................................S-52        

UNDERWRITING........................................................S-53        

EXCHANGE LISTING....................................................S-55        

OTHER SERIES ISSUED AND OUTSTANDING.................................S-55        

GLOSSARY OF TERMS FOR PROSPECTUS SUPPLEMENT.........................S-66        

WHERE TO FIND INFORMATION IN THESE DOCUMENTS        

The attached prospectus provides general information about Chase    
Credit Card Owner Trust 1999-__ and Chase Credit Card Master Trust,             
including terms and conditions that are generally applicable to the notes       
issued by the owner trust and the certificates issued by the master trust.      
The specific terms of the notes and the series certificate are described in     
this supplement.                                                                

This supplement begins with several introductory sections describing
your series, Chase Credit Card Owner Trust 1999-___ and Chase Credit Card       
Master Trust in abbreviated form:                                               

o      Summary of Terms provides important amounts, dates and other 
terms of your notes;                                  

o      Structural Summary gives a brief introduction to the key     
      structural features of your notes and the series certificate
and directions for locating further information;      

o      Selected Master Trust Portfolio Summary Data gives certain   
     financial information about the assets of the master trust;
and                                                   

o      Risk Factors describes risks that apply to your notes and the
series certificate.                                   

As you read through these sections, cross-references will direct you
to more detailed descriptions in the attached prospectus and elsewhere in       
this supplement. You can also directly reference key topics by looking at       
the table of contents pages in this supplement and the attached prospectus.     

As a purchaser of notes, you should review carefully the description
of the series certificate in this prospectus supplement and the prospectus.     
The most significant asset of the owner trust will be the series                
certificate issued by the master trust and pledged to secure the notes.         

 This prospectus supplement and the attached prospectus may be used by
Chase Securities Inc., an affiliate of Chase Manhattan Bank USA, N.A. and       
of The Chase Manhattan Bank and a subsidiary of The Chase Manhattan             
Corporation, in connection with offers and sales related to market-making       
transactions in the notes offered by this supplement and the attached           
prospectus. Chase Securities Inc. may act as principal or agent in such         
transactions. Such sales will be made at prices related to prevailing           
market prices at the time of sale.                                              

You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the prospectus. We have not         
authorized anyone to provide you with different information.                    

We are not offering these notes in any state where the offer is not 
permitted.                                                                      

We do not make any representation as to the accuracy of the         
information in this prospectus supplement and the prospectus as of any date     
other than the dates stated on their respective covers.                         

TO UNDERSTAND THE STRUCTURE OF THESE SECURITIES, YOU MUST READ CAREFULLY        
THE ATTACHED PROSPECTUS AND THIS SUPPLEMENT IN THEIR ENTIRETY.                  

SUMMARY OF TERMS    

Seller and Administrator:     Chase Manhattan Bank USA, National                
           Association - "Chase USA"

Issuer:                       Chase Credit Card Owner Trust 1999-__             
Indenture Trustee:                                                              
Owner Trustee:                                                                  
Pricing Date:                 _________, ____                                   
Closing Date:                 _________, ____                                   
Clearance and Settlement:     DTC/Cedelbank/Euroclear                           

Owner Trust Assets:           The series certificate issued by Chase Credit     
                       Card Master Trust representing the right to
                         certain collections on receivables originated
               in the VISA and MasterCard accounts
                  comprising the master trust portfolio,
               including recoveries on charged-off
                    receivables and fees payable by VISA and
               MasterCard to Chase USA. The series
                        certificate will be rated in one of the four
                     highest rating categories by at least one
                nationally recognized rating agency.

                                                   % of Initial Series
Note Structure:                Amount                     Principal Amount      
Class A                  $___________                     ___%      
Class B                  $___________                     ___%      
Class C                  $___________                     ___%      

Annual Servicing Fee:                                                           

           CLASS A            CLASS B            CLASS C

Anticipated Ratings:                                                            
(Moody's/S&P/Fitch     Aaa/AAA/AAA*       A2/A/A*            [Baa2/BBB/BBB]**   
IBCA)                                                                           

Credit Enhancement:    subordination      subordination      spread account     
of Class B         of Class C     
and Class C                       

ERISA Eligible:        Yes***             Yes***             Yes***             

Interest Rate:         [1-month LIBOR +   [1-month LIBOR +   [1-month LIBOR +   
                    ___% p.a.]         ___% p.a.]         ___% p.a.]
Interest Accrual                                                                
Method:             actual/360         actual/360         actual/360      
Interest Payment                                                                
Dates:              monthly (15th)     monthly (15th)     monthly (15th)  
Interest Rate Index    [2 business days   [2 business days   [2 business days   
Reset Date:         before each        before each        before each     
            interest           interest           interest
                 payment date]      payment date]      payment date]

First Interest                                                                  
Payment Date:       _________, ___     _________, ___     __________, ___ 

Scheduled Note                                                                  
Payment Date:       _________, 20xx    _________, 20xx    _________, 20xx 

Final Note Payment                                                              
Date                                                                      
(no later than):     _________, 20xx    _________, 20xx    _________, 20xx  

Application for                                                                 
Exchange Listing:   Luxembourg         Luxembourg         Luxembourg      

CUSIP Number:          ______________     ______________     ______________     
ISIN:                  ______________     ______________     ______________     
Common Code:           ______________     ______________     ______________     

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

*     It is a condition to issuance that one of these ratings be obtained.      
**    It is a condition to issuance that two of these ratings be obtained.      
***   Investors subject to ERISA should consult with their counsel.             

STRUCTURAL SUMMARY        

 This summary briefly describes certain major structural components of
Series 1999-__. To fully understand the terms of Series 1999-__ you will        
need to read both this supplement and the attached prospectus in their          
entirety.                                                                       

THE OWNER TRUST AND THE NOTES                                                   

The notes are obligations of the owner trust and bear interest at the rates     
and are payable on the dates stated in the summary of terms. The notes will     
be issued by the owner trust. The owner trust is a [Delaware business]          
[common law] trust formed by Chase USA for the purpose of issuing the           
notes. Chase USA is the beneficial owner of the owner trust.                    

The notes are secured by the series certificate and the proceeds of the         
series certificate that may be held from time to time by the owner trust.       

For more information on the owner trust, see "Creation of the Owner Trust"      
in this supplement. For more information on the notes, see "Description of      
the Securities-- Description of the Notes" in this supplement.                  

THE MASTER TRUST AND THE SERIES CERTIFICATE                                     

Chase Credit Card Master Trust is the issuer of the series certificate. The     
series certificate for Series 1999-__ is one of __ outstanding series           
issued by the master trust. The series certificate will not be subordinated     
to any other series of certificates issued by the master trust. The trustee     
of the master trust maintains the master trust for several beneficiaries:       

o    the owner trust, as holder of the series certificate for Series        
1999-__, is entitled to an allocation of collections on the       
receivables in the master trust portfolio based on the outstanding
amount of the series certificate;                                 

o   certificateholders of other series issued by the master trust are     
entitled to allocations of collections on the receivables based on
the aggregate outstanding amount of each series;                  

o    providers of credit enhancements for certain series of certificates    
issued by the master trust are entitled to allocations of         
collections on the receivables based on the terms of those        
enhancements; and                                                 

o   Chase USA, as transferor of the receivables to the master trust, is   
entitled to the remainder of the collections on the receivables.  

The series certificate represents an undivided interest in certain assets       
of the master trust. Each month, a portion of collections and net losses on     
the receivables will be allocated to the owner trust as holder of the           
series certificate. The amounts allocated to the series certificate will be     
used to pay principal and interest due on the notes, to cover net losses        
allocated to the series certificate and to pay the servicing fees and other     
expenses allocated to the series certificate.                                   

For more information on the series certificate, see "Description of the         
Series Certificate" in this supplement. For more information on the             
allocation of collections on the series certificate and payment on the          
series certificate, see "Description of the Securities--Description of the      
Series Certificate-- Interest Allocations," "--Principal Allocations" and       
"--Allocation Percentages" in this supplement.                                  

SHARING EXCESS COLLECTIONS                                                      

If the collections allocated to the series certificate exceed the principal     
and interest payable on the notes, the servicing fee payable to the             
servicer of the master trust, net losses allocated to the series and any        
required funding of the spread account (collections > principal + interest      
+ servicing fee + losses + spread account funding), the servicer will share     
the excess with other series of certificates issued by the master trust,        
and then distribute any remaining excess to Chase USA as the owner of the       
equity interest in the owner trust. In no case will the holders of the          
notes receive more than the outstanding amount of principal and interest        
due on the notes.                                                               

For more information with respect to the sharing of excess collections, see     
"Description of the Securities--Description of the Securities--Description      
of the Series Certificate--Shared Excess Finance Charge Collections" and        
"--Shared Principal Collections" in this supplement.                            

SCHEDULED PAYMENT DATES; MATURITY DATES                                         

The notes are scheduled to be paid in full on the following payment dates       
for each class:                                                                 

Class A        __________, 20xx                                           
Class B        __________, 20xx                                           
Class C        __________, 20xx                                           

The owner trust expects to pay each class of notes in full on the scheduled     
payment date for that class.                                                    

For the benefit of the owner trust, the master trust will accumulate funds      
in a principal funding account for the purpose of redeeming Class A. The        
master trust will deposit principal collections in the principal funding        
account during a "controlled accumulation period" that ends on the              
scheduled payment date for Class A. The controlled accumulation period may      
be as long as twelve months, but will be shortened if Chase USA determines      
that a shorter period will suffice for the accumulation of the Class A          
principal amount. During the controlled accumulation period, the master         
trust will make monthly deposits into the principal funding account in          
specified amounts. The funds available for deposit in the principal funding     
account will comprise the monthly principal collections allocated to Series     
1999-__ but may also include principal collections allocated to other           
series that would otherwise be paid to Chase USA as transferor of the           
receivables to the master trust. In general, the availability of principal      
collections allocated to other series would be expected to permit Chase USA     
to shorten the controlled accumulation period. On the scheduled payment         
date for Class A, the master trust will pay to the owner trust the amount       
on deposit in the principal funding account, and the owner trust will make      
a principal allocation to Class A to the extent of the available funds.         

On the scheduled payment date for Class B, if Class A has been paid in          
full, the master trust will pay to the owner trust all principal                
collections allocated to Series 1999-__ and the owner trust will make a         
principal allocation to Class B, up to the outstanding principal amount of      
Class B, to the extent of the available funds.                                  

On the scheduled payment date for Class C, if Class A and Class B have been     
paid in full, the master trust will pay to the owner trust all principal        
collections allocated to Series 1999-__ and the owner trust will make a         
principal allocation to Class C, up to the outstanding principal amount of      
Class C, to the extent of the available funds.                                  

The notes will mature, and any remaining principal and interest will be         
payable, on _________. No further payments on the notes will be made after      
that date.                                                                      

For more information with respect to repayment of principal of notes and        
the controlled accumulation period, see "Description of the                     
Securities--Description of the Notes-- Principal Payments," "Maturity           
Considerations--Controlled Accumulation" and "Description of the                
Securities--Description of the Series Certificate--Controlled Accumulation"     
in this supplement.                                                             

SHORTFALLS IN EXPECTED CASHFLOWS                                                

If the funds available in the principal funding account and paid to the         
owner trust on the scheduled Class A payment date are insufficient to pay       
Class A principal in full, the owner trust will use the available funds to      
pay in part each of the outstanding Class A notes. On each subsequent           
payment date, the owner trust will apply all principal allocations it           
receives on the series certificate to the further payment of each of the        
outstanding Class A notes until they have been paid in full.                    

If Class A remains outstanding on the scheduled Class B payment date, the       
owner trust will use the principal collections it receives from the master      
trust to pay Class A until Class A has been paid in full. If the principal      
collections remaining after Class A has been paid in full are insufficient      
to pay Class B in full, the owner trust will use those funds to pay in part     
each of the outstanding Class B notes. On each subsequent payment date, the     
owner trust will apply all principal allocations it receives on the series      
certificate to the further payment of each of the outstanding Class B notes     
until they have been paid in full.                                              

If Class A or Class B remains outstanding on the scheduled Class C payment      
date, the owner trust will use the principal collections it receives from       
the master trust to pay Class A and Class B until Class A and Class B have      
been paid in full. If the available funds remaining after Class A and Class     
B have been paid in full are insufficient to pay Class C in full, the owner     
trust will use those funds to pay in part each of the outstanding Class C       
notes. On each subsequent payment date, the owner trust will apply all          
principal allocations it receives on the series certificate to the further      
payment of each of the outstanding Class C notes until they have been paid      
in full.                                                                        

For more information on shortfalls in expected cashflows, see "Description      
of the Securities--Description of the Notes--Principal Payments" in this        
supplement.                                                                     

OPTIONAL REDEMPTION                                                             

Chase USA, as transferor of the receivables to the master trust, has the        
right, but not the obligation, to purchase the series certificate, and          
cause the payment in full of the outstanding notes, when the outstanding        
amount of the series certificate is less than 5% of the amount of the           
series certificate at the closing date. If Chase USA exercises its right to     
purchase the series certificate, the purchase price received by the owner       
trust will be used to redeem the outstanding notes. The redemption price        
for any note will equal the sum of the outstanding principal amount of the      
note plus the accrued but unpaid interest on the note at the redemption         
date.                                                                           

For more information with respect to optional redemption of the notes, see      
"Description of the Securities--Description of the Notes--Optional              
Redemption" in this supplement and "Description of the                          
Securities--Description of the Series Certificate--Final Payment of             
Principal; Series Termination" in the attached prospectus.                      

ALLOCATION OF NET LOSSES; CREDIT ENHANCEMENT                                    

The series certificate represents an interest in both collections and net       
losses on the receivables in the master trust portfolio. The Class A and        
Class B notes, however, feature credit enhancement by means of the              
subordination of other interests, which provides the Class A and Class B        
notes with a measure of protection from net losses and shortfalls in cash       
flow. Class C has the benefit of a spread account that is available to          
reimburse any losses that Class C may suffer.                                   

The master trust will allocate a portion of net losses on the receivables       
in the master trust portfolio to the series certificate. Finance charge         
collections allocated to the series certificate ordinarily will be used to      
pay interest on the notes, to fund the servicing fee with respect to Series     
1999-__ and then to cover the portion of net losses allocated to the series     
certificate. If finance charges are insufficient to make all required           
payments and reimbursements in any month, shared finance charge collections     
from other series, if any, may be used to make up the shortfall.                

If those amounts are not sufficient, reallocated principal collections may      
be used to make up the shortfall, but in that event the outstanding amount      
of the series certificate will be reduced by the amount of the reallocated      
principal. Any reduction in the outstanding amount of the series                
certificate may be reinstated on subsequent payment dates by application of     
any finance charge collections remaining after payment of all other             
required amounts.                                                               

If any reduction of the outstanding amount of the series certificate is not     
reinstated, the owner trust will not receive sufficient principal               
allocations for the redemption or repayment of the entire aggregate             
principal amount of the notes. In that event, the owner trust will pay          
first the principal of Class A, then the principal of Class B, and finally      
the principal of Class C. In this manner, Class C will be subordinated to       
Class A and Class B, and Class B will be subordinated to Class A.               

Class C will have the benefit of the spread account maintained by the owner     
trust. The master trust will make payments to the owner trust out of            
available finance charge collections on the receivables in order to fund        
the spread account. If payments of principal and finance charge collections     
on the series certificate are insufficient to pay the principal and             
interest due on Class C, the owner trust will use the funds on deposit in       
the spread account, if any, to make up the shortfall.                           

For more information on allocation of losses, see "Description of the           
Securities-- Description of the Notes--Subordination" in this supplement.       
For more information with respect to the use of the spread account for          
payments to Class C, see "Description of the Securities--Description of the     
Notes--Owner Trust Spread Account."                                             

MINIMUM YIELD ON THE RECEIVABLES; EVENTS OF DEFAULT AND ACCELERATION OF         
MATURITY                                                                        

The owner trust will begin to repay the principal of the notes before their     
scheduled payment dates if the finance charge collections on the                
receivables in the master trust portfolio are too low. The minimum amount       
of collections for any month, referred to as the "Base Rate", is the sum of     
the interest payable on the notes for the related interest period, plus the     
servicing fee allocated to the series certificate for the related month. If     
the average net yield for the master trust portfolio, after deducting net       
loss amounts, for any three consecutive months is less than the average         
Base Rate for the same three consecutive months, a "pay out event" will         
occur with respect to the series certificate and the master trust will          
begin a "rapid amortization" of the series certificate through payment of       
all allocated principal to the owner trust. The owner trust, in turn, will      
use the proceeds of any rapid amortization to repay the notes in full or in     
part as described above under "--Shortfalls in Expected Cashflows."             

The series certificate is also subject to several other pay out events,         
which could cause the start of a rapid amortization of the series               
certificate. Also, the notes are subject to certain events of default,          
which could result in the acceleration of the maturity of the notes. These      
other events are summarized under the headings "Description of the              
Securities--Description of the Series Certificate--Pay Out Events" and          
"Description of the Notes--Events of Default" in this supplement.               

For more information on pay out events, the portfolio yield and base rate,      
early principal repayment and redemption and rapid amortization, see            
"Maturity Considerations--Rapid Amortization," "Description of the              
Securities--Description of the Series Certificate--Pay Out Events" and          
"Description of the Notes--Principal Payments" and "--Optional Redemption"      
in this supplement and "Description of the Securities--Description of the       
Series Certificate--Principal Allocations" and "--Final Payment of              
Principal; Series Termination" in the attached prospectus.                      

TAX STATUS OF CLASS A, CLASS B, CLASS C AND CHASE CREDIT CARD MASTER TRUST      

Simpson Thacher & Bartlett, tax counsel to Chase USA, is of the opinion         
that:                                                                           

o   under existing laws the Class A, Class B and Class C notes will be    
characterized as debt for U.S. federal income tax purposes; and   

o   neither Chase Credit Card Owner Trust 1999-__ nor the Chase Credit    
Card Master Trust will be an association or publicly traded       
partnership taxable as a corporation for U.S. federal income tax  
purposes.                                                         

For further information regarding the application of U.S. federal income        
tax laws, see "Tax Matters" in the attached prospectus.                         

ERISA CONSIDERATIONS                                                            

Subject to important considerations described under "Employee Benefit Plan      
Considerations" in the attached prospectus, each class of notes will be         
eligible for purchase by persons investing assets of employee benefit plans     
or individual retirement accounts.                                              

For further information regarding the application of ERISA, see "Employee       
Benefit Plan Considerations" in the attached prospectus.                        

MAILING ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES             

The mailing address of Chase Manhattan Bank USA, National Association is        
802 Delaware Avenue, Wilmington, Delaware 19801, and the telephone number       
is (302) 575-5000.                                                              

SELECTED MASTER TRUST PORTFOLIO SUMMARY DATA                                    

The chart below shows the geographic distribution of the receivables in the     
master trust portfolio among the 50 states and the District of Columbia.        
Other than the states specifically shown in the chart, no state accounts        
for more than 5% of receivables in the master trust portfolio.                  

[GRAPHIC OMITTED]                           

The chart below shows the percentages of the receivables in the master          
trust portfolio arising under accounts within the age brackets shown.           

[GRAPHIC OMITTED]                             

The chart below shows the Master Trust Yield, payment rate and net              
charge-off rate for the master trust portfolio for each month from January      
1997 to March 1999.                                                             

[GRAPHIC OMITTED]                           

"Master Trust yield" for any month means the total amount of collected          
finance charges and interchange charges allocated to Chase Credit Card          
Master Trust for the month, expressed as a percentage of total outstanding      
principal receivables at the beginning of the month.                            

The "payment rate" for any month is the total amount collected on               
receivables during the month, including recoveries on previously charged        
off receivables, expressed as a percentage of total outstanding receivables     
at the beginning of the month.                                                  

The amount of "net charge-offs" for any month is the amount of charged-off      
receivables recorded in the month, net of any recoveries from earlier           
charge-offs on receivables in the master trust portfolio, expressed as a        
percentage of total outstanding principal receivables at the beginning of       
the month.                                                                      

RISK FACTORS    

The following is a summary of all material risks that apply to an               
investment in the notes. The remainder of this supplement and the attached      
prospectus provide much more detailed information about these risks. You        
should consider the following risk factors in light of your investment          
strategy in deciding whether to purchase the notes.                             

YOU MAY RECEIVE PRINCIPAL                                                       
PAYMENTS EARLIER OR LATER                                                       
THAN THE SCHEDULED MATURITY                                                     
DATE IF THE PORTFOLIO YIELD                                                     
IS REDUCED                    If the average Chase Credit Card Master Trust     
                      Portfolio Yield for Series 1999-__ for any
                     three consecutive months is less than the
                        average Base Rate for the same three months,
                       a "pay out event" will occur for the series
                         certificate for your series. The master trust
                      then will commence a rapid amortization of
                       the series certificate and the master trust
                      will begin making payments of principal to
                      the indenture trustee who holds the series
                      certificate for your benefit. As a result,
                       you will receive principal allocations from
                  the indenture trustee earlier than the
                       scheduled principal allocation date of your
                         notes. Additionally, if principal collections
                        on receivables allocated to other series are
                available for application to a rapid
                    amortization of your securities, a rapid
                        amortization may be substantially shortened.
                        Because of the potential for early repayment
                     if the Portfolio Yield on the receivables
               falls below the minimum amount, any
                 circumstances that tend to reduce the
                      Portfolio Yield increase the risk of early
    repayment of your notes.

                      The following four factors could result in
                   reduced collections of Portfolio Yield:

CHASE USA MAY CHANGE THE                                                        
TERMS AND CONDITIONS OF                                                         
THE ACCOUNTS                  Chase USA will transfer to the master trust       
                      receivables arising under specified credit
                         card accounts, but Chase USA will continue to
                     own those accounts. As the owner of those
                    accounts, Chase USA retains the right to
                        change various terms and conditions of those
                         accounts, including finance charges and other
                    fees it charges and the required minimum
                     monthly payment. Chase USA may change the
                 terms of the accounts to maintain its
                   competitive position in the credit card
                 industry. Changes in the terms of the
                         accounts may reduce the amount of receivables
                         arising under the accounts, reduce the amount
                   of collections on those receivables, or
                 otherwise alter payment patterns. See
                         "Description of the Securities-Description of
                      the Series Certificate--Addition of Master
                      Trust Assets" and "Chase USA's Credit Card
                    Activities--Billing and Payments" in the
attached prospectus.

SECURITIES INTEREST RATE AND                                                    
RECEIVABLES INTEREST RATE                                                       
MAY RESET AT DIFFERENT TIMES  Finance charges on some of the accounts in        
                      the master trust accrue at a variable rate
                    above a stated prime rate or other index
                     under the terms of the agreement with the
                         cardholder. The interest rate of your note is
                         based on LIBOR. Changes in LIBOR might not be
                       reflected in the prime rate or other index,
                     resulting in a higher or lower spread, or
                         difference, between the amount of collections
                         of finance charge receivables on the accounts
                       and the amounts of interest payable on your
                         notes and other amounts required to be funded
                out of collections of finance charge
receivables.        

                      Finance charges on some of the accounts in
                       the master trust accrue at a fixed rate. If
                     LIBOR increases, the interest payments on
                       your notes and other amounts required to be
                       funded out of collections of finance charge
                       receivables will increase, while the amount
                        of collections of finance charge receivables
                       on the accounts will remain the same unless
                         and until the fixed rates on the accounts are
reset.              

                        A decrease in the spread between collections
                   of finance charge receivables and those
                       allocated to make interest payments on your
                      notes could reduce the Portfolio Yield and
                       increase the risk of early repayment of the
                     series certificate and early repayment of
          your notes as described above.

CHANGES TO CONSUMER                                                             
PROTECTION LAWS MAY                                                             
IMPEDE CHASE'S                                                                  
COLLECTION EFFORTS            Federal and state consumer protection laws        
                    regulate the creation and enforcement of
                 consumer loans, including credit card
                accounts and receivables. Changes or
                        additions to those regulations could make it
                  more difficult for the servicer of the
                  receivables to collect payments on the
                         receivables or reduce the finance charges and
                        other fees that we can charge on credit card
                  account balances, resulting in reduced
                collections. See "Description of the
                 Securities--Description of the Series
                        Certificate--Pay Out Events" in the attached
prospectus.         

                        Receivables that do not comply with consumer
               protection laws may not be valid or
                      enforceable in accordance with their terms
                      against the obligors on those receivables.
               Chase USA makes representations and
                   warranties relating to the validity and
                    enforceability of the receivables in the
                      master trust. No other party will make any
                         examination of the receivables or the related
                      records for the purpose of determining the
                      presence or absence of defects, compliance
                       with representations and warranties, or for
                        any other purpose. The only remedy if any of
                        Chase USA's representations or warranties is
                        violated, and the violation continues beyond
                     the period of time allowed to correct the
                    violation, is that Chase USA must accept
                       reassignment of the receivables affected by
                  the violation. See also "Certain Legal
                Aspects of the Receivables--Consumer
                        Protection Laws" in the attached prospectus.

CARDHOLDERS MAY MAKE                                                            
PRINCIPAL PAYMENTS AT                                                           
ANY TIME                      The receivables transferred to the master         
                     trust may be repaid by cardholders at any
                  time. We cannot assure the creation of
                        additional receivables in the master trust's
                      accounts or that any particular pattern of
                         cardholder payments will occur. A significant
                    decline in the amount of new receivables
                         generated by the accounts in the master trust
              could result in reduced amounts of
                         collections in the master trust portfolio and
                         could increase the risk of early repayment of
                         the series certificate and early repayment of
                        your notes as described above. See "Maturity
               Considerations" in this supplement.

ALLOCATIONS OF CHARGED-OFF                                                      
RECEIVABLES COULD REDUCE                                                        
PAYMENTS TO YOU               CMB as servicer will write off the                
                         receivables arising in accounts in the master
                     trust portfolio if the receivables become
                        uncollectible or are otherwise more than 180
                     days past due. The series certificate for
                      your series will be allocated a portion of
                        these charged-off receivables. If the amount
                       of charged-off receivables allocated to the
                      series certificate for your series exceeds
             the amount of funds available for
                         reimbursement of those charge-offs, the owner
                         trust as the holder of the series certificate
                    for your series may not receive the full
                         amount of principal and interest due to it by
                    the scheduled note payment date for your
                  notes and you may suffer a loss in the
                   repayment of your principal. See "Chase
    Credit Card Master Trust
                       Portfolio--Delinquency and Loss Experience"
   and "Description of the
                 Securities--Description of the Series
                     Certificate--Reallocation of Cash Flows,"
              "--Application of Collections" and
                         "--Defaulted Receivables" in this supplement.

ISSUANCE OF ADDITIONAL                                                          
SERIES BY THE MASTER TRUST                                                      
MAY AFFECT THE TIMING OF                                                        
PAYMENTS TO YOU               Chase Credit Card Master Trust, as a master       
                        trust, may issue series of certificates from
                       time to time. The master trust may issue an
                         additional series certificate with terms that
                         are different from the series certificate for
                    your series without your prior review or
                         consent. It is a condition to the issuance of
                        each new series certificate that each rating
                       agency that has rated an outstanding series
                       confirm in writing that the issuance of the
                        new series will not result in a reduction or
                        withdrawal of its rating of any class of any
                  outstanding series or of any series of
                      securities. The rating agency confirmation
                         will be based primarily on the master trust's
                      ability to pay principal by the final note
                     payment date and interest on each payment
                         date, but the rating agency will not consider
                      how the terms of a new series could affect
                      the timing and amounts of payments on your
           series. See "Description of the
                 Securities--Description of the Series
              Certificate--Issuing New Series of
                     Certificates" in the attached prospectus.

CHASE USA MAY ADD ACCOUNTS                                                      
WITH DIFFERENT TERMS TO                                                         
THE MASTER TRUST PORTFOLIO    In addition to the accounts already               
                         designated for the master trust, Chase USA is
                      permitted to designate additional accounts
                 for the master trust portfolio and to
                         transfer the receivables in those accounts to
                  the master trust. Any new accounts and
                    receivables may have different terms and
                        conditions than the accounts and receivables
                         already in the master trust such as higher or
                      lower fees or interest rates, or longer or
                      shorter principal allocation terms. Credit
                       card accounts purchased by Chase USA may be
                         included as additional accounts if conditions
                      in the pooling and servicing agreement are
                        satisfied. Credit card accounts purchased by
                      Chase USA will have been created using the
                       account originator's underwriting criteria,
                    not those used by Chase USA. The account
                     originator's underwriting criteria may be
                      more or less stringent than those of Chase
                     USA. The new accounts and receivables may
                  produce higher or lower collections or
                       charge-offs over time than the accounts and
                       receivables already in the master trust and
              could tend to reduce the amount of
               collections allocated to the series
                         certificate for your series. See "Description
                 of the Securities--Description of the
                  Certificates--Addition of Master Trust
               Assets" in the attached prospectus.

CHASE USA MAY NOT BE ABLE                                                       
TO ADD NEW ACCOUNTS WHEN                                                        
REQUIRED UNDER THE POOLING                                                      
AND SERVICING AGREEMENT       If Chase USA's percentage interest in the         
                       accounts of the master trust falls to 7% or
                        less, Chase USA will be required to maintain
                         that level by designating additional accounts
              for the master trust portfolio and
                 transferring the receivables in those
                       accounts to the master trust. Chase USA may
                      not have any additional accounts to add at
                         that time. If Chase USA fails to add accounts
                       when required, a "pay out event" will occur
                      and you could receive payment of principal
                         sooner than you expected. See "Description of
              the Securities--Description of the
                  Certificates--Addition of Master Trust
               Assets" in the attached prospectus.

INSOLVENCY OR BANKRUPTCY OF                                                     
CHASE USA COULD RESULT IN                                                       
ACCELERATED, DELAYED OR                                                         
REDUCED PAYMENTS TO YOU       Chase USA accounts for the transfer of            
                      receivables to the master trust as a sale.
                      However, a court could conclude that Chase
                       USA still owns the receivables and that the
                        master trust holds only a security interest.
                         If a court concludes that the transfer to the
                      master trust is only a grant of a security
                 interest in the receivables, a tax or
                   government lien on our property arising
                      before new receivables come into existence
                     may have priority over the master trust's
                        interests in those receivables. See "Certain
                         Legal Aspects of the Receivables--Transfer of
                Receivables" and "Description of the
          Securities--Description of the
                         Certificates--Chase USA's Representations and
                   Warranties" in the attached prospectus.

                      Chase USA is chartered as national banking
                        association and is subject to regulation and
                        supervision by the Office of the Comptroller
                 of the Currency. If Chase USA becomes
                        insolvent or is in an unsound condition, the
                         Comptroller is authorized to appoint the FDIC
                      as receiver. Under such circumstances, the
FDIC could:         

                      o   require the master trust trustee to go
                    through an administrative claims
                       procedure to establish its right to
                            payments collected on the receivables in
     the master trust;

                  o   request a stay of proceedings with
                        respect to the master trust's claims
         against Chase USA; or

                   o   repudiate the pooling and servicing
                          agreement and limit the master trust's
                           resulting claim against the receivables
                           to "actual direct compensatory damages"
                             measured as of the date of receivership."
                     See "Certain Legal Aspects of the
                            Receivables--Certain Matters Relating to
                             Receivership" in the attached prospectus.

                         If the FDIC were to take any of those actions
                       payments on your notes could be delayed and
possibly reduced.   

                       If a conservator or receiver were appointed
                       for Chase USA, then a "pay out event" would
                       occur for all outstanding series. Under the
                        terms of the pooling and servicing agreement
                  new principal receivables would not be
                   transferred to the master trust and the
               master trust trustee would sell the
                       receivables unless holders of more than 50%
                     of the investor interest of each class of
                    outstanding certificates gave the master
                        trust trustee other instructions. The master
                       trust would then terminate earlier than was
                         planned and you could have a loss if the sale
                        of the receivables produced insufficient net
                        proceeds to pay you in full. The conservator
                       or receiver may nonetheless have the power:

                      o   regardless of the terms of the pooling
                           and servicing agreement, (a) to prevent
                         the beginning of a rapid amortization
                            period, (b) to prevent the early sale of
                          the receivables and termination of the
                         trust or (c) to require new principal
                             receivables to continue being transferred
    to the trust; or

                     o   regardless of the instructions of the
                          certificateholders, (a) to require the
                         early sale of the receivables, (b) to
                           require termination of the master trust
                             and retirement of the certificates or (c)
                         to prohibit the continued transfer of
                       principal receivables to the master
trust.      

                        In addition, if the servicer defaults on its
                       obligations under the pooling and servicing
                     agreement solely because a conservator or
                         receiver is appointed for it, the conservator
                       or receiver might have the power to prevent
                  either the master trust trustee or the
                      holders of securities issued by the master
                      trust from appointing a new servicer under
                    the pooling and servicing agreement. See
         "Certain Legal Aspects of the
                    Receivables--Certain Matters Relating to
                     Receivership" in the attached prospectus.

YOU WILL HAVE LIMITED                                                           
CONTROL OF OWNER TRUST                                                          
AND MASTER TRUST ACTIONS      You will have limited voting rights relating      
                       to actions of the owner trust and indenture
                        trustee. You will not have the right to vote
                      to direct the master trust trustee to take
                       any actions other than the right to vote to
                 declare a pay out event or a servicer
default.            

YOU MAY NOT BE ABLE TO                                                          
RESELL YOUR NOTES             The underwriters may assist in resales of any     
                        class of the notes but they are not required
                       to do so. A secondary market for your notes
                       may not develop. If a secondary market does
                      develop, it might not continue or it might
                      not be sufficiently liquid to allow you to
resell your notes.  

REPAYMENT OF YOUR NOTES IS                                                      
LIMITED TO THE OWNER TRUST                                                      
ASSETS                        The owner trust will not have any significant     
                         assets other than the series certificate, the
                   owner trust spread account and the note
                       distribution account. As a result, you must
                      rely only on those assets for repayment of
                       your notes. Although the owner trust may be
                   required to sell the series certificate
                       following a pay out event, we cannot assure
                         you that the proceeds of a sale of the series
                     certificate will be sufficient to pay the
             interest or principal due to you.
                Additionally, the sale of the series
                     certificate is subject to restrictions on
                       transfer that may delay the payment on your
notes.              

CLASS B AND CLASS C BEAR                                                        
LOSSES BEFORE CLASS A         Class B is subordinated to Class A. Principal     
                       allocations to Class B will not begin until
                       Class A has been paid in full. If principal
               collections allocated to the series
                        certificate are reallocated to make interest
                   allocations, the full amount of Class B
                       principal may not be repaid. If receivables
                         had to be sold, the net proceeds of that sale
                         available to pay principal on the notes would
                         be paid first to Class A before any remaining
                        net proceeds would be available for payments
                   due to Class B. See "Description of the
          Securities--Description of the
                     Notes--Subordination" in this supplement.

                        Class C is subordinated to Class A and Class
                        B. Principal allocations to Class C will not
                       begin until Class A and Class B are repaid.
                     If principal collections allocated to the
                      series certificate are reallocated to make
                        interest allocations and not reimbursed, the
                       full amount of Class C principal may not be
                      repaid. If receivables had to be sold, the
                      net proceeds of that sale available to pay
                     principal would be paid first to Class A,
                     then to Class B, before any remaining net
                        proceeds would be available for payments due
               to Class C. See "Description of the
          Securities--Description of the
                     Notes--Subordination" in this supplement.

CHASE CREDIT CARD MASTER TRUST PORTFOLIO        

Defined terms are indicated by boldface type. Both the attached     
prospectus and this supplement contain a glossary of important terms, where     
definitions can be found.                                                       

GENERAL                                                                         

The assets of the master trust include credit card receivables      
generated through accounts that Chase USA has designated as master trust        
accounts. The master trust accounts are accounts designated when the master     
trust was established and additional accounts that have been designated         
since that time. CHASE USA is permitted to add accounts, and at times is        
required to add accounts, to the master trust. CHASE USA can remove             
accounts from the master trust if the conditions to removal are satisfied.      
As a result, the composition of the master trust is expected to change over     
time. See "The Receivables" in the attached prospectus for a general            
description of the receivables in the master trust.                             

DELINQUENCY AND LOSS EXPERIENCE                                                 

The following table provides you with delinquency experience for the
MASTER TRUST PORTFOLIO as of the indicated dates. Number of Days Delinquent     
means the number of days after the first billing date following the             
original billing date; for example, 30 days delinquent means that the           
minimum payment was not received within 60 days of the original billing         
date. Delinquencies are calculated as a percentage of outstanding               
receivables as of the end of the indicated month.                               

                                      DELINQUENCY EXPERIENCE
                                      MASTER TRUST PORTFOLIO
                                      (DOLLAR AMOUNTS IN MILLIONS)

                                                        [Enlarge/Download Table]

                                                                            As of December 31,                             
                          MARCH 31,          ----------------------------------------------------------------------------- 
                            1999                       1998                       1997                     1996            
                   ------------------------  ------------------------   ------------------------   ----------------------- 
                                PERCENTAGE                PERCENTAGE                 PERCENTAGE                 PERCENTAGE 
NUMBER OF DAYS     DELINQUENT    OF TOTAL    DELINQUENT    OF TOTAL     DELINQUENT    OF TOTAL     DELINQUENT    OF TOTAL  
DELINQUENT           AMOUNT     RECEIVABLES    AMOUNT     RECEIVABLES     AMOUNT     RECEIVABLES     AMOUNT     RECEIVABLES
-----------------  ----------   -----------  ----------   -----------   ----------   -----------   ----------   -----------
                                                                                                                           
30 to 59 Days....    $235          1.34%       $264          1.49%        $238          1.67%        $244          1.73%   
60 to 89 Days....     157          0.89%        177          1.00          166          1.17          169          1.21    
90 Days or More..     344          1.95%        369          2.08          328          2.31          335          2.38    
                   ----------   -----------  ----------   -----------   ----------   -----------   ----------   -----------
      TOTAL......    $736          4.18%       $810          4.57%        $732          5.15%        $748         5.32%    
                   ==========   ===========  ==========   ===========   ==========   ===========   ==========   ===========

The following table provides you with loss experience for the MASTER
TRUST PORTFOLIO for the indicated periods. Average Principal Receivables        
Outstanding is the average of the beginning of the month balance of master      
trust Principal Receivables outstanding during the indicated period. [Gross     
Charge-Offs shown include only the principal portion of charged-off             
receivables and exclude charges relating to changes in CHASE USA's              
charge-off policies]. Also excluded from Gross Charge-Offs is the amount of     
any reductions in Average Principal Receivables Outstanding due to fraud,       
returned goods or customer disputes. The percentage reflected for the three     
months ended March 31, 1999 is an annualized figure.                            

LOSS EXPERIENCE       
MASTER TRUST PORTFOLIO        
(DOLLAR AMOUNTS IN MILLIONS)        

                       THREE MONTHS      YEAR ENDED DECEMBER 31,
                          ENDED MARCH 31,  -----------------------------
                              1999       1998       1997      1996
                              -------    -------    -------    -------
Average Principal Receivables                                                   
Outstanding...................  $17,332    $15,658    $13,394     $8,787  
Gross Charge-Offs................      294      1,109      1,016       588      
Recoveries.......................       23         84         75        53      
Net Charge-Offs..................      271      1,025        941       535      
Net Charge-Offs as a Percentage                                                 
of Average Receivables                                                      
Outstanding....................     6.26%      6.55%      7.03%     6.09%   

 [The increase in Net Charge-Offs as a Percentage of Average Principal
Receivables Outstanding for the MASTER TRUST PORTFOLIO for the years ended      
December 31, 1997 and December 31, 1998, when compared with the year ended      
December 31, 1996, reflects, among other factors, higher levels of personal     
bankruptcies.]                                                                  

CHARACTERISTICS OF RECEIVABLES PORTFOLIO                                        

 The receivables and the accounts in the MASTER TRUST PORTFOLIO, as of
the beginning of the day on April 1, 1999:                                      

o    included approximately $17.1 billion of PRINCIPAL RECEIVABLES  
and $0.5 billion of FINANCE CHARGE RECEIVABLES;           

o    had an average principal receivables balance of $1,564;        

o    had an average credit limit of $7,022, of which the average    
      principal receivables balance represented approximately 23%; and

o    represented approximately 56% of aggregate receivables in the  
BANK PORTFOLIO.                                           

o    had an average age of 81 months;                               

o    had billing addresses in all 50 states and the District of     
Columbia;                                                 

o    approximately 65% were standard accounts, representing         
      approximately 62% of outstanding PRINCIPAL RECEIVABLES balances;
and                                                       

o    approximately 35% were premium accounts, representing          
      approximately 38% of outstanding PRINCIPAL RECEIVABLES balances.

The following tables summarize characteristics of the MASTER TRUST  
PORTFOLIO as of the beginning of the day on April 1, 1999. Because the          
composition of the MASTER TRUST PORTFOLIO may change in the future, these       
tables are not necessarily indicative of the composition of the MASTER          
TRUST PORTFOLIO at any subsequent time.                                         

                                                        [Enlarge/Download Table]


                      Composition by Account Balance                                 
                          Master Trust Portfolio                                     

                                       Percentage of                   Percentage of 
                            Number of   Total Number   Receivables         Total     
Account Balance             Accounts    of Accounts    Outstanding      Receivables  
-------------------------  ----------  ------------- ---------------- ---------------
                                                                                     
Credit Balance ..........     143,926        1.31%   $    (17,334,025)    (0.10)%    
No Balance ..............   4,707,331       42.89%                   0      0.00%    
$0.01 to $1,500.00 ......   2,925,683       26.65%       1,388,620,747      7.88%    
$1,500.01 to $5,000.00 ..   1,860,622       16.95%       5,564,828,848     31.59%    
$5,000.01 to $10,000.00 .   1,138,442       10.37%       8,297,009,613     47.10%    
$10,000.01 to $20,000.00      199,232        1.82%       2,349,367,369     13.34%    
Over $20,000.00 .........       1,279        0.01%          33,015,744      0.19%    
                            ----------  ------------- ---------------- --------------
TOTAL ...................  10,976,515      100.00%   $  17,615,508,296    100.00%    
                            ==========  ============= ================ ==============

                                                        [Enlarge/Download Table]


                        Composition by Credit Limit                                        
                          Master Trust Portfolio                                           

                                              Percentage of                   Percentage of
                                 Number of    Total Number     Receivables        Total    
Credit Limit                      Accounts     of Accounts     Outstanding    PReceivables 
------------------------------  ------------ --------------- ---------------- -------------
                                                                                           
$0.00.........................         7,232           0.07%  $        53,089         0.00%
$0.01 to $1,500.00............       854,834           7.79%      452,066,004         2.57%
$1,500.01 to $5,000.00........     2,949,829          26.87%    3,084,684,555        17.51%
$5,000.01 to $10,000.00.......     5,606,070          51.07%    9,384,579,846        53.27%
Over $10,000.00...............     1,558,550          14.20%    4,694,124,802        26.65%
                                ------------ --------------- ---------------- -------------
      TOTAL...................    10,976,515         100.00%  $17,615,508,296       100.00%
                                ============ =============== ================ =============

                                                        [Enlarge/Download Table]


                   Composition by Period of Delinquency                                 
                          Master Trust Portfolio                                        

                                            Percentage of                 Percentage of 
                                Number of   Total Number   Receivables       Total      
Payment Status                   Accounts   of Accounts    Outstanding    Receivables   
------------------------------ ------------ ------------- ---------------- -------------
                                                                                        
Current to 29 days delinquent.   10,587,428      96.46%   $ 16,145,299,837     91.65%   
30 to 59 days delinquent......      215,624       1.96%        734,311,365      4.17%   
60 to 89 days delinquent......       60,548       0.55%        235,489,135      1.34%   
90 to 119 days delinquent.....       37,321       0.34%        156,848,098      0.89%   
120 days delinquent or more...       75,594       0.69%        343,559,861      1.95%   
                               ------------ ------------- ---------------- -------------
      TOTAL...................   10,976,515     100.00%   $ 17,615,508,296    100.00%   
                               ============ ============= ================ =============

In the Composition by Account Seasoning table below, account age is 
determined by the number of months elapsed since the account was originally     
opened, except that for some accounts converted from standard to premium        
accounts, account age is determined by the number of months since the           
account was converted.                                                          

                                                        [Enlarge/Download Table]


                         Composition by Account Seasoning                                  
                               Master Trust Portfolio                                      

                                               Percentage of                  Percentage of
                                 Number of     Total Number     Receivables       Total    
Account Age                       Accounts     of Accounts      Outstanding    Receivables 
---------------------------      ------------ -------------- ----------------- ------------
                                                                                           
Not More than 6 Months.........        31,690         0.29%   $    70,486,019       0.40%  
Over 6 Months to 12 Months.....       241,861         2.20%       380,122,312       2.16%  
Over 12 Months to 24 Months....     1,149,138        10.47%     1,627,170,184       9.24%  
Over 24 Months to 36 Months....     1,485,521        13.53%     1,886,570.477      10.71%  
Over 36 Months to 48 Months....     1,700,718        15.49%     2,505,305,942      14.22%  
Over 48 Months to 60 Months....     1,132,390        10.32%     2,028,195,436      11.51%  
Over 60 Months to 120 Months...     2,938,337        26.77%     5,122,087,541      29.08%  
Over 120 Months................     2,296,860        20.93%     3,995,570,385      22.68%  
                                 ------------ -------------- ----------------- ------------
     TOTAL                         10,976,515       100.00%   $17,615,508,296     100.00%  
                                 ============ ============== ================= ============

                                                        [Enlarge/Download Table]


                    Geographic Distribution of Accounts                                  
                          Master Trust Portfolio                                         

                                                                              Percentage 
                                               Percentage of                     of      
                                   Number of   Total Number    Receivables       Total   
State                               Accounts    of Accounts    Outstanding    Receivables
--------------------------------- ------------ ------------- ---------------  -----------
                                                                                         
California.......................    1,421,011    12.95%      $2,423,473,952   13.76%    
New York.........................    1,484,959    13.53%       2,380,428,995   13.51%    
Texas............................      729,276     6.64%       1,287,375,591    7.31%    
Florida..........................      735,511     6.70%       1,160,846,728    6.59%    
New Jersey.......................      613,228     5.59%         945,379,163    5.37%    
Illinois.........................      563,565     5.14%         878,608,664    4.99%    
Ohio.............................      382,191     3.48%         607,865,747    3.45%    
Pennsylvania.....................      387,929     3.53%         562,200,877    3.19%    
Massachusetts....................      405,296     3.69%         557,999,689    3.17%    
Michigan.........................      348,034     3.17%         525,490,003    2.98%    
Virginia.........................      235,310     2.14%         398,267,738    2.26%    
Maryland.........................      211,011     1.92%         338,735,357    1.92%    
Georgia..........................      193,238     1.76%         337,147,446    1.91%    
Indiana..........................      211,494     1.93%         330,789,845    1.88%    
North Carolina...................      190,915     1.74%         313,757,133    1.78%    
Connecticut......................      199,768     1.82%         296,774,916    1.68%    
Missouri.........................      160,777     1.47%         257,036,661    1.46%    
Washington.......................      141,913     1.29%         245,078,535    1.39%    
Tennessee........................      150,606     1.37%         243,968,158    1.38%    
Arizona..........................      136,943     1.25%         238,163,477    1.35%    
Minnesota........................      156,330     1.43%         225,908,213    1.28%    
Wisconsin........................      161,993     1.48%         224,200,559    1.27%    
Louisiana........................      143,354     1.31%         216,170,312    1.23%    
Colorado.........................      134,931     1.23%         215,472,597    1.22%    
Alabama..........................      122,269     1.11%         201,482,932    1.15%    
Kentucky.........................      108,462     0.99%         160,743,564    0.92%    
Oklahoma.........................       95,904     0.88%         157,315,257    0.90%    
Oregon...........................       92,658     0.85%         153,678,212    0.88%    
South Carolina...................       90,981     0.84%         151,403,516    0.87%    
Nevada...........................       71,138     0.66%         137,496,947    0.79%    
Arkansas.........................       79,060     0.72%         128,471,593    0.73%    
Kansas...........................       71,598     0.65%         114,819,939    0.65%    
Mississippi......................       69,374     0.63%         106,995,527    0.61%    
Iowa.............................       69,381     0.63%          98,436,048    0.56%    
Rhode Island.....................       67,923     0.62%          96,267,999    0.55%    
New Hampshire....................       56,293     0.51%          92,281,731    0.52%    
New Mexico.......................       51,481     0.47%          84,440,913    0.48%    
Hawaii...........................       41,627     0.38%          76,413,843    0.43%    
Maine............................       44,907     0.41%          70,468,521    0.40%    
West Virginia....................       41,815     0.38%          64,220,915    0.37%    
Nebraska.........................       41,960     0.38%          63,674,968    0.36%    
Utah.............................       37,851     0.35%          60,353,697    0.34%    
Idaho............................       27,574     0.25%          44,796,856    0.25%    
Vermont..........................       27,119     0.25%          44,072,719    0.25%    
Delaware.........................       23,411     0.21%          42,282,840    0.24%    
Montana..........................       24,010     0.22%          37,302,256    0.21%    
Washington, D.C..................       21,513     0.20%          36,953,772    0.21%    
Alaska...........................       16,465     0.15%          32,723,705    0.19%    
Wyoming..........................       15,414     0.14%          25,784,068    0.15%    
South Dakota.....................       15,814     0.14%          23,675,444    0.14%    
North Dakota.....................       15,468     0.14%          23,291,380    0.13%    
Other............................       35,463     0.32%          74,518,778    0.42%    
                                  ------------ ------------- ---------------  -----------
      TOTAL                         10,976,515   100.00%     $17,615,508,296  100.00%    
                                  ============ ============= ===============  ===========

MATURITY CONSIDERATIONS       

Each class of notes is scheduled to receive principal as follows:               

o     the Class A scheduled note payment date is the ___________                
distribution date, following the controlled accumulation;           

o     the Class B scheduled note payment date is the ___________                
distribution date, following payment of Class A; and                

o     the Class C scheduled note payment date is the ___________                
distribution date, following payment of Class B.                    

CONTROLLED ACCUMULATION                                                         

Principal for payment to Class A will accumulate in the PRINCIPAL   
FUNDING ACCOUNT during the CONTROLLED ACCUMULATION PERIOD. The CONTROLLED       
ACCUMULATION PERIOD is scheduled to begin at the close of business on the       
last day of the ___________ MONTHLY PERIOD, but may be delayed based on         
recent payment rate experience and the amount of principal collections          
expected to be available for sharing from other series. On each TRANSFER        
DATE during the CONTROLLED ACCUMULATION PERIOD, the master trust trustee        
shall deposit into the PRINCIPAL FUNDING ACCOUNT for the benefit of the         
Class A noteholders, the least of:                                              

o      the CONTROLLED DEPOSIT AMOUNt,                               

o      AVAILABLE INVESTOR PRINCIPAL COLLECTIONs, and                

o      ADJUSTED INVESTOR INTERESt prior to any deposits on such     
TRANSFER DATE.                                        

The length of the CONTROLLED ACCUMULATION PERIOD may be adjusted if 
CHASE USA believes that, based on expected collections of principal, Class      
A will be fully repaid on its SCHEDULED NOTE PAYMENT DATE. Whether or not       
the CONTROLLED ACCUMULATION PERIOD is shortened, we can give no assurance       
that principal adequate to repay Class A will be available on Class A's         
SCHEDULED NOTE PAYMENT DATE.                                                    

Note that if the RAPID AMORTIZATION PERIOD begins before the        
CONTROLLED ACCUMULATION PERIOD, there will be no accumulation of principal.     
If the RAPID AMORTIZATION PERIOD begins during the CONTROLLED ACCUMULATION      
PERIOD, all principal in the PRINCIPAL FUNDING ACCOUNT will be paid to          
Class A on the next DISTRIBUTION DATE.                                          

See "Description of the Securities--Description of the Series                   
Certificate--Description of the Series Certificate--Principal Allocations"      
and "--Controlled Accumulation" in this supplement for a more detailed          
discussion.                                                                     

Principal for payment to Class B and Class C is expected to be      
available in one lump sum on the ________ DISTRIBUTION DATE without a           
CONTROLLED ACCUMULATION PERIOD. Principal will not be paid to Class B until     
Class A is fully repaid, and no principal will be paid to Class C until         
Class A and Class B are fully repaid.                                           

RAPID AMORTIZATION PERIOD                                                       

If a PAY OUT EVENT occurs, a rapid amortization will begin and any  
principal in the PRINCIPAL FUNDING ACCOUNT and principal allocated to the       
SERIES CERTIFICATE will be distributed to Class A on the following              
DISTRIBUTION DATE. If Class A is not paid in full on its SCHEDULED NOTE         
PAYMENT DATE, all principal allocated to the SERIES CERTIFICATE on each         
subsequent monthly DISTRIBUTION DATE will be paid to Class A until Class A      
is fully repaid. After Class A is repaid, any remaining principal allocated     
to the SERIES CERTIFICATE will be paid to Class B on each monthly               
DISTRIBUTION DATE until Class B, net of charge-offs, is repaid, and finally     
to Class C on each monthly DISTRIBUTION DATE until Class C, net of              
charge-offs, is repaid. If charge-offs are allocated to your class of notes     
and not reimbursed, principal will be paid to you only up to your principal     
balance net of these charge-offs.                                               

See "Description of the Securities--Description of the Series                   
Certificate--Principal Allocations" and "--Pay Out Events" in this              
supplement for a more detailed discussion.                                      

HISTORICAL PAYMENT RATES                                                        

The following table provides you with the highest and lowest        
cardholder monthly payment rates for the MASTER TRUST PORTFOLIO during any      
month in the periods shown, and the average cardholder monthly payment rate     
for all months in the periods shown. These payment rates are calculated as      
total payments collected during each month as a percentage of total             
outstanding master trust receivables at the beginning of the month. Monthly     
averages are shown as an arithmetic average of the payment rate for each        
month during the indicated period. Payment rates shown in this table are        
based on total cash payments toward principal and finance charges made by       
cardholders whose receivables are included in the master trust.                 

CARDHOLDER MONTHLY PAYMENT RATES        
MASTER TRUST PORTFOLIO        

         THREE MONTHS          YEAR ENDED DECEMBER 31,
                ENDED MARCH 31,  -------------------------------------
                   1999        1998         1997          1996
                     -------     ---------   -----------  ------------
Highest Month........     13.94%      12.70%        12.09%        11.79%        
Lowest Month.........     12.21%      10.96%        10.33%        10.09%        
Monthly Average......     12.80%      12.11%        11.44%        10.76%        

 We can give no assurance that cardholder monthly payment rates in the
future will be similar to this historical experience. If there is a             
slowdown in the payment rate below the payment rate used to determine the       
amount deposited in the PRINCIPAL FUNDING ACCOUNT during the CONTROLLED         
ACCUMULATION PERIOD, we cannot assure you that there will be sufficient         
time to accumulate the PRINCIPAL COLLECTIONS necessary to pay you principal     
on the SCHEDULED NOTE PAYMENT DATE of your notes. See "Maturity                 
Considerations" in the attached prospectus.                                     

RECEIVABLE YIELD CONSIDERATIONS       

Gross revenues from finance charges and fees collected from accounts
in the MASTER TRUST PORTFOLIO for each of the three calendar years 1998,        
1997 and 1996 and for the three months ended on March 31, 1999 are set          
forth in the following table. In the following table:                           

 o     Finance Charges and Fees Collected include periodic and minimum
   finance charges, annual membership fees, late charges, cash
      advance transaction fees, INTERCHANGE, overlimit fees and fees
for returned checks;                                    

o     Average Principal Receivables Outstanding is the average of   
    the beginning of the month balance of master trust PRINCIPAL
RECEIVABLES outstanding;                                

o     Yield from Finance Charges and Fees Collected is calculated as
  a percentage of Average Principal Receivables Outstanding;

o     historical yield figures are calculated on a cash             
collections basis; and                                  

o     the percentage reflected for the three months ended March     
31, 1999 is an annualized figure.                       

 PORTFOLIO YIELD
MASTER TRUST PORTFOLIO
(DOLLAR AMOUNTS IN MILLIONS)

                       THREE MONTHS        YEAR ENDED DECEMBER 31,
                          ENDED MARCH 31, ------------------------------
                               1999        1998       1997      1996
                              ---------   ---------   --------   -------
Finance Charges and Fees                                                        
Collected.......................  $  803      $2,795     $2,348    $1,505   
Average Principal Receivables                                                   
Outstanding..................... $17,332     $15,658    $13,394    $8,787   
Yield from Finance Charges and                                                  
Fees Billed.....................  18.54%      17.85%     17.53%    17.13%   

CREATION OF THE OWNER TRUST       

CHASE USA and ______________, a Delaware banking corporation, will  
form Chase Credit Card Owner Trust 1999-___ as a Delaware [statutory            
business] [common law] trust. The TRUST AGREEMENT for the owner trust           
provides that the owner trust has been formed for a limited purpose and may     
not engage in any activities other than:                                        

o     acquiring, owning and managing the assets of the owner trust, 
o     issuing and making payments on the notes, and                 
o     engaging in activities incidental to the above.               

Because of its limited activities, the owner trust has contracted with CMB      
to provide administrative services, including providing notices to you and      
directions to the INDENTURE TRUSTEE. You should refer to the TRUST              
AGREEMENT and the DEPOSIT AND ADMINISTRATION AGREEMENT for a complete           
description of the owner trust's activities.                                    

The owner trust's assets include:                                               

o     the SERIES CERTIFICATE and                                    
o     the OWNER TRUST SPREAD ACCOUNT.                               

Only the Class C notes will receive any benefit from the Owner Trust Spread     
Account.                                                                        

The owner trust will not have any other assets and payments of principal        
and interest on the notes will only be made to the extent that the master       
trust allocates finance charge and principal collections to the SERIES          
CERTIFICATE.                                                                    

 The owner trust's address is ________________________, in care of the
OWNER TRUSTEE and its telephone number at that address is (    )     -       .  

USE OF PROCEEDS       

The net proceeds from the sale of your notes will be:               

o     used to make an initial deposit into the OWNER TRUST          
SPREAD ACCOUNT; and                                     

o     paid to CHASE USA in consideration for the SERIES             
CERTIFICATE.                                            

CHASE USA will use the proceeds it receives for general corporate purposes.     

DESCRIPTION OF THE SECURITIES       

The following is a summary of the material provisions of the Notes  
and Series Certificate for your series. This summary is not a complete          
description of the terms of the Notes or the Series Certificate for your        
series. You should refer to "Description of the Securities" in the attached     
prospectus as well as the Indenture, the Pooling and Servicing Agreement        
and the Series 1999-__ Supplement for a complete description.                   

DESCRIPTION OF THE SERIES CERTIFICATE                                           

 The owner trust will hold the SERIES CERTIFICATE to be issued through
the SERIES 1999-__ SUPPLEMENT. The owner trust will pledge the SERIES           
CERTIFICATE including its allocations of principal and interest from the        
master trust to the INDENTURE TRUSTEE                                           
for your benefit.                                                               

GENERAL                                                                         

 The SERIES CERTIFICATE represents the right to receive its allocation
of cardholder payments which have been transferred to the master trust. The     
SERIES CERTIFICATE will be allocated:                                           

o     a FLOATING ALLOCATION PERCENTAGE of collections of FINANCE    
    CHARGE RECEIVABLES that will be used to pay interest on your
notes;                                                  

o     a FLOATING ALLOCATION PERCENTAGE of DEFAULT AMOUNTS that will 
     reduce your INVESTOR INTEREST if not paid from collections of
FINANCE CHARGE RECEIVABLES or REALLOCATED PRINCIPAL     
COLLECTIONS;                                            

o     only during the REVOLVING PERIOD, a FLOATING ALLOCATION       
PERCENTAGE of collections of PRINCIPAL RECEIVABLES; and 

o     during the CONTROLLED ACCUMULATION PERIOD or a RAPID          
       AMORTIZATION PERIOD, a FIXED ALLOCATION PERCENTAGE of PRINCIPAL
RECEIVABLES that will be used to repay your principal.  

The master trust trustee will also allocate to your series:                     

o      SHARED PRINCIPAL COLLECTIONs and                             

o      EXCESS FINANCE CHARGE COLLECTIONS.                           

Class A will also be entitled to amounts in the PRINCIPAL FUNDING ACCOUNT       
and the ACCUMULATION PERIOD RESERVE ACCOUNT as well as investment earnings      
on those amounts.                                                               

The SERIES CERTIFICATE is included in GROUP I. The series listed    
under "--Other Series Issued and Outstanding" below are also included in        
GROUP I and additional series issued by the master trust may also be            
included in GROUP I.                                                            

The SERIES CERTIFICATE will not be subordinated to any other series 
of certificates.                                                                

INTEREST ALLOCATIONS                                                            

Interest payments on the SERIES CERTIFICATE for your series will be 
funded from:                                                                    

o     finance charge receivables collected during the prior month   
       allocated to the SERIES CERTIFICATE other than INTERCHANGE used
to pay a portion of the servicing fee;                  
o     investment earnings on amounts deposited in the PRINCIPAL     
FUNDING ACCOUNT for the prior month; and                
o     amounts deposited in the ACCUMULATION PERIOD RESERVE          
Account but only if necessary to pay interest to you.   

The owner trust will receive the amount described above that is not 
applied to:                                                                     

o      the INVESTOR SERVICING FEE,                                  
o      the INVESTOR DEFAULT AMOUNT,                                 
o      the INVESTOR CHARGE-OFFs and unreimbursed REALLOCATEd        
PRINCIPAL COLLECTIONS, and                            
o      EXCESS FINANCE CHARGE COLLECTIONs paid to other series.      

The owner trust will receive these amounts on the business day preceding        
the 15th day of each month.                                                     

PRINCIPAL ALLOCATIONS                                                           

Principal payments on the SERIES CERTIFICATE for your series will be
funded from:                                                                    

o     PRINCIPAL RECEIVABLES allocated to the SERIES CERTIFICATE     
collected during the prior month minus                  
o     PRINCIPAL RECEIVABLES reallocated to other series plus        
o     SHARED PRINCIPAL COLLECTIONS allocated to your series.        

During the REVOLVING PERIOD, these amounts will be treated as SHARED
PRINCIPAL COLLECTIONS and be used to pay principal to other series or to        
CHASE USA.                                                                      

During the CONTROLLED ACCUMULATION PERIOD, an amount equal to the   
least of:                                                                       

o     AVAILABLE INVESTOR PRINCIPAL COLLECTIONS allocated to the     
SERIES CERTIFICATE,                                     
o     the CONTROLLED DEPOSIT AMOUNT and                             
o     excess of the Class A note principal balance over the         
amount on deposit in the PRINCIPAL FUNDING ACCOUNT      

will be deposited in the PRINCIPAL FUNDING ACCOUNT to be paid to the owner      
trust on each TRANSFER DATE for distribution to Class A noteholders on the      
___________ distribution date.                                                  

After payment has been made to Class A, AVAILABLE INVESTOR PRINCIPAL
COLLECTIONS will be available to pay Class B and Class C. There is no           
PRINCIPAL FUNDING ACCOUNT for Class B and Class C.                              

During the RAPID AMORTIZATION PERIOD, AVAILABLE INVESTOR PRINCIPAL  
COLLECTIONS will be paid to the owner trust on each TRANSFER DATE until the     
SERIES CERTIFICATE is paid in full and will be used to pay Class A, then to     
pay Class B and then to pay Class C notes.                                      

CONTROLLED ACCUMULATION                                                         

The CONTROLLED ACCUMULATION PERIOD is scheduled to last 12 months.  
However, the SERVICER may elect to extend the REVOLVING PERIOD and postpone     
the CONTROLLED ACCUMULATION PERIOD by providing a notice to the master          
trust trustee. The SERVICER can make this election only if the number of        
months needed to fund the PRINCIPAL FUNDING ACCOUNT based on expected           
principal collections needed to pay principal on Class A is less than           
twelve months. On each determination date from the ___, 200_ determination      
date until the CONTROLLED ACCUMULATION PERIOD begins, the SERVICER will         
review the amount of expected principal collections until the Class A           
Scheduled Note PAYMENT DATE and may elect to postpone the CONTROLLED            
ACCUMULATION. In making its decision, the SERVICER is required to assume        
that the principal payment rate will be no greater than the lowest monthly      
payment rate for the prior twelve months and will consider the amount of        
principal expected to be allocable to certificateholders of all other           
Series which are not expected to be amortizing or accumulating principal.       
In no case will the CONTROLLED ACCUMULATION PERIOD be reduced to less than      
one month.                                                                      

ALLOCATION PERCENTAGES                                                          

The master trust trustee will use the FLOATING ALLOCATION PERCENTAGE
to allocate to the Series Certificate collections of FINANCE CHARGE             
RECEIVABLES and DEFAULT AMOUNTS at any time and collections of PRINCIPAL        
RECEIVABLES during the REVOLVING PERIOD.                                        

o     The FLOATING ALLOCATION PERCENTAGE for each month will        
equal a fraction                                        

-     the numerator of which is equal to the ADJUSTED   
INVESTOR INTEREST; and                      

-     the denominator is equal to the greater of:       

   -     the sum of the amount of PRINCIPAL RECEIVABLES in the
        master trust and any amount on deposit in the EXCESS
           FUNDING ACCOUNT as of the close of business on the last
day of the prior month; and                 

-     the sum of the numerators used to calculate the   
          investor percentages for allocations of FINANCE CHARGE
             RECEIVABLES, DEFAULT AMOUNTS or PRINCIPAL RECEIVABLES for
the other master trust series outstanding.  

the master trust trustee will use the FIXED ALLOCATION PERCENTAGE to            
allocate to the Series Certificate collections of PRINCIPAL RECEIVABLES         
during the CONTROLLED ACCUMULATION PERIOD                                       
and the RAPID AMORTIZATION PERIOD.                                              

o     The FIXED ALLOCATION PERCENTAGe for each month will be        
equal to a fraction:                                    

-     the numerator of which is equal to the INVESTOR   
           INTEREST as of the last day of the REVOLVING PERIOD and

-     the denominator is equal to the greater of:       

           o     the sum of the amount of principal receivables in
                 the master trust and any amount on deposit in the
                  EXCESS FUNDING ACCOUNT as of the close of business
       on the last day of the prior month; and

         o     the sum of the numerators used to calculate the
                 INVESTOR PERCENTAGE for principal receivables for
      other master trust series outstanding.

When there has been an addition or removal of receivables during the prior      
month, the denominator used to determine these percentages will be              
adjusted.                                                                       

REALLOCATION OF CASH FLOWS                                                      

On each TRANSFER DATE, the SERVICER will allocate principal         
collections to make interest allocations and to pay Class A and B interest      
in an amount equal to the REALLOCATED PRINCIPAL COLLECTIONS.                    

If REALLOCATED PRINCIPAL COLLECTIONS are greater than zero, then    
principal collections allocated to the INVESTOR INTEREST will be treated as     
finance charge collections and be available to pay Class A and B interest       
and the INVESTOR INTEREST will be reduced accordingly. A reduction in the       
INVESTOR INTEREST will reduce the allocation of finance charge and              
principal collections to the SERIES CERTIFICATE.                                

APPLICATION OF COLLECTIONS                                                      

On each TRANSFER DATE, the SERVICER will direct the master trust    
trustee to apply AVAILABLE INVESTOR FINANCE CHARGE COLLECTIONS from the         
prior month in the following order:                                             

 o     deposit an amount equal to the CLASS A INTEREST REQUIREMENT for
       the related DISTRIBUTION DATE into the DISTRIBUTION ACCOUNT for
  distribution to the owner trust on that DISTRIBUTION DATE;

 o     deposit an amount equal to the CLASS B INTEREST REQUIREMENT for
       the related DISTRIBUTION DATE into the DISTRIBUTION ACCOUNT for
  distribution to the owner trust on that DISTRIBUTION DATE;

o     pay an amount equal to the NET INVESTOR SERVICING FEE plus    
    the amount of any overdue NET INVESTOR SERVICING FEE, to the
SERVICER;                                               

o     treat an amount equal to the INVESTOR DEFAULT AMOUNT, if any, 
       for the related MONTHLY PERIOD, as AVAILABLE INVESTOR PRINCIPAL
COLLECTIONS and deposit it into the PRINCIPAL ACCOUNT;  

o     treat an amount equal to the sum of the INVESTOR Charge-Offs  
and the amount of unreimbursed REALLOCATED PRINCIPAL    
   COLLECTIONS as AVAILABLE INVESTOR PRINCIPAL COLLECTIONS and
deposit it into the PRINCIPAL ACCOUNT;                  

 o     deposit an amount equal to the NET CLASS C INTEREST REQUIREMENT
       for the related DISTRIBUTION DATE into the DISTRIBUTION ACCOUNT
      for distribution to the owner trust on that DISTRIBUTION DATE;

o     deposit into the ACCUMULATION PERIOD RESERVE ACCOUNT on and   
     after the RESERVE ACCOUNT FUNDING DATE, but prior to the date
      on which the ACCUMULATION PERIOD RESERVE ACCOUNT terminates an
        amount equal to the excess, if any, of the REQUIRED ACCUMULATION
     PERIOD RESERVE ACCOUNT AMOUNT over the AVAILABLE ACCUMULATION
PERIOD RESERVE ACCOUNT AMOUNT;                          

o     pay to the SERVICER an amount equal to the INVESTOR SERVICING 
       FEE less SERVICER INTERCHANGE that has not already been paid to
the SERVICER; and                                       

o     pay to the owner trust an amount equal to the excess, if any, 
  of the REQUIRED OWNER TRUST SPREAD ACCOUNT AMOUNT over the
 amount then on deposit in the OWNER TRUST SPREAD ACCOUNT.

All remaining amounts will be treated as EXCESS FINANCE CHARGE COLLECTIONS      
and will be available to cover any shortfalls in finance charge collections     
for other outstanding series. After payment of shortfalls, the remaining        
amount will be paid to CHASE USA as the owner of the equity interest in the     
owner trust.                                                                    

The following diagram provides you with an outline of the allocation
of finance charge collections.                                                  

ALLOCATIONS OF COLLECTIONS OF FINANCE CHARGE RECEIVABLES                        

[GRAPHIC OMITTED]               

The SERVICER will direct the master trust trustee to apply AVAILABLE
INVESTOR PRINCIPAL COLLECTIONS - after reallocating principal collections       
to cover shortfalls in amounts payable from FINANCE CHARGE COLLECTIONS --       
in the following order:                                                         

o     during the REVOLVING PERIOD, treat as SHARED PRINCIPAL        
 COLLECTIONS and make available to cover any shortfalls in
      principal collections for other outstanding series and will be
shared between series as described below under "--Shared
Principal Collections";                                 

o     during the CONTROLLED ACCUMULATION PERIOD, deposit the        
      CONTROLLED DEPOSIT AMOUNT in the PRINCIPAL FUNDING ACCOUNT and
      treat any remaining amount as SHARED PRINCIPAL COLLECTIONS; or

o     during the RAPID AMORTIZATION PERIOD, distribute to the       
owner trust to make principal payments to you.          

The following diagram provides you with an outline of the allocation
of principal collections.                                                       

ALLOCATIONS OF COLLECTIONS OF PRINCIPAL RECEIVABLES                             

[GRAPHIC OMITTED]                     

SHARED EXCESS FINANCE CHARGE COLLECTIONS                                        

Finance charge collections -- and other amounts treated like finance
charge collections -- in excess of the amount required to make payments or      
deposits for the SERIES CERTIFICATE for your series will be made available      
to other series included in GROUP I whose allocation of finance charge          
collections is not sufficient to make its required payments or deposits. We     
call these collections EXCESS FINANCE CHARGE COLLECTIONS. If the SERIES         
CERTIFICATE for your series requires more finance charge collections than       
allocated through the INVESTOR PERCENTAGE, it will have access to finance       
charge collections -- and other amounts treated like finance charge             
collections -- from other series in GROUP I. Each series that is part of        
GROUP I and has a shortfall will receive a share of the total amount of         
EXCESS FINANCE CHARGE COLLECTIONS available for that month based on the         
amount of shortfall for that series divided by the total shortfall for all      
series for that same month.                                                     

SHARED PRINCIPAL COLLECTIONS                                                    

Collections of PRINCIPAL RECEIVABLES allocated to the INVESTOR      
INTEREST in excess of the CONTROLLED DEPOSIT AMOUNT during the CONTROLLED       
ACCUMULATION PERIOD and principal payments to the owner trust, as the           
Certificateholder, during the RAPID AMORTIZATION PERIOD, will be made           
available to other series whose allocation of principal collections is not      
sufficient to make payments or deposits required to be made from principal      
collections allocated to those series. We call these collections SHARED         
PRINCIPAL COLLECTIONS. If the SERIES CERTIFICATE for your series requires       
more PRINCIPAL COLLECTIONS than allocated through the INVESTOR PERCENTAGE,      
it will share in the excess available from other series in GROUP I. Each        
series that is part of GROUP I and has a shortfall will receive a share of      
the total amount of SHARED PRINCIPAL COLLECTIONS available for that month       
based on the amount of shortfall for that series divided by the total           
shortfall for all series for that same month. SHARED PRINCIPAL COLLECTIONS      
will not, however, be available to cover INVESTOR CHARGE-OFFS for any           
series.                                                                         

If SHARED PRINCIPAL COLLECTIONS exceed shortfalls, the master trust 
trustee will distribute the remaining amount to the holder of the               
TRANSFEROR CERTIFICATE or, under certain circumstances, deposit it into the     
EXCESS FUNDING ACCOUNT.                                                         

DEFAULTED RECEIVABLES                                                           

 The DEFAULT AMOUNT represents the investor's share of losses from the
MASTER TRUST PORTFOLIO.                                                         

On each TRANSFER DATE, CMB as SERVICER will calculate the DEFAULT   
AMOUNT by multiplying:                                                          

o     the FLOATING ALLOCATION PERCENTAGE for that month, by         

o     the total amount of receivables in MASTER TRUST PORTFOLIO     
accounts that were charged-off for that month.          

If the DEFAULT AMOUNT exceeds the amount of finance charge          
collections allocated to fund this amount for the prior month, then the         
INVESTOR INTEREST will be reduced by the excess. If the INVESTOR INTEREST       
is reduced to zero, the SERIES CERTIFICATE will not receive any further         
allocations of finance charge and principal collections. The INVESTOR           
INTEREST will also be reduced by the amount of any REALLOCATED PRINCIPAL        
COLLECTIONS used to cover any DEFAULT AMOUNTS. In no event, however, shall      
the INVESTOR INTEREST be reduced below zero. Reductions in the INVESTOR         
INTEREST from both of these items may be reimbursed from subsequent finance     
charge collections allocated for reimbursement, if available.                   

PRINCIPAL FUNDING ACCOUNT                                                       

The master trust trustee will establish an account in which it will 
collect principal collections (other than REALLOCATED PRINCIPAL                 
COLLECTIONS), including SHARED PRINCIPAL COLLECTIONS, during the CONTROLLED     
ACCUMULATION PERIOD. The amounts collected will be distributed to the owner     
trust to make principal payments to you on your SCHEDULED NOTE PAYMENT          
DATE. However, if a rapid amortization occurs, those amounts will be paid       
to you on the first DISTRIBUTION DATE after the RAPID AMORTIZATION PERIOD       
begins.                                                                         

The SERVICER will direct the master trust trustee to invest money on
deposit in this account in short-term, highly rated liquid investments          
permitted under the terms of the POOLING AND SERVICING AGREEMENT. As stated     
above, investment earnings on these investments will be treated as finance      
charge collections. We call these amounts PRINCIPAL FUNDING INVESTMENT          
PROCEEDS. If for any month, the PRINCIPAL FUNDING INVESTMENT PROCEEDS are       
less than the product of:                                                       

o     the balance of the PRINCIPAL FUNDING ACCOUNT as of the        
RECORD DATE, and                                        

o     the [weighted average] interest rate on the Class A[, B and   
Class C] notes in effect for that month, and            

o     a fraction that is equal to the actual number of days in      
the monthly payment period divided by 360,              

then the MASTER TRUST TRUSTEE will withdraw the shortfall from the              
ACCUMULATION PERIOD RESERVE ACCOUNT and treat those amounts as finance          
charge collections.                                                             

ACCUMULATION PERIOD RESERVE ACCOUNT                                             

The master trust trustee will establish an account that it will use 
to fund investment earnings shortfalls during the CONTROLLED ACCUMULATION       
PERIOD. At least three months prior to the beginning of the CONTROLLED          
ACCUMULATION PERIOD, the master trust trustee will begin to deposit             
AVAILABLE INVESTOR FINANCE CHARGE COLLECTIONS into this account until the       
account balance equals the REQUIRED ACCUMULATION PERIOD RESERVE ACCOUNT         
AMOUNT.                                                                         

CHASE USA may change the formula for calculating the REQUIRED       
ACCUMULATION PERIOD RESERVE ACCOUNT AMOUNT if the rating agencies agree         
that the modification to the formula will not result in negative rating         
action on the notes and an authorized officer of CHASE USA certifies that,      
in the reasonable belief of CHASE USA, the modification will not result in      
a PAY OUT EVENT.                                                                

CMB as SERVICER will direct the master trust trustee to invest money
on deposit in this account in short-term, highly rated liquid investments       
permitted under the terms of the POOLING AND SERVICING AGREEMENT.               
Investment earnings (net of expenses and losses) will be retained in this       
account. The master trust trustee will withdraw money from this account in      
excess of the REQUIRED ACCUMULATION PERIOD RESERVE ACCOUNT AMOUNT on each       
TRANSFER DATE and the amount withdrawn will be used to fund any shortfall       
in PRINCIPAL FUNDING INVESTMENT PROCEEDS.                                       

On each TRANSFER DATE during the CONTROLLED ACCUMULATION PERIOD, and
on the first TRANSFER DATE during the RAPID AMORTIZATION PERIOD, the            
SERVICER will withdraw from the ACCUMULATION PERIOD RESERVE ACCOUNT and         
treat as AVAILABLE INVESTOR FINANCE CHARGE COLLECTIONS the lesser of:           

o     the AVAILABLE ACCUMULATION PERIOD RESERVE ACCOUNt AMOUNt, and 

o     the PRINCIPAL FUNDING INVESTMENT SHORTFALl with respect to    
that TRANSFER DATE.                                     

 The ACCUMULATION PERIOD RESERVE ACCOUNT will terminate on the earlier
to occur of:                                                                    

o      the termination date of the master trust, and                

o     if the CONTROLLED ACCUMULATION PERIOd has not begun, the first
       TRANSFER DATE after the RAPID AMORTIZATION PERIOD has begun, or

  o     if the CONTROLLED ACCUMULATION PERIOd has begun, the earlier of:

-     the first TRANSFER DATE with respect to the RAPID 
AMORTIZATION PERIOD, and                    

   -     the TRANSFER DATE immediately preceding the SCHEDULED
PRINCIPAL ALLOCATION COMMENCEMENT DATE.     

Upon termination of this account, funds in this account will be treated as      
AVAILABLE INVESTOR FINANCE CHARGE COLLECTIONS and used to pay interest to       
you.                                                                            

PAY OUT EVENTS                                                                  

The REVOLVING PERIOD will continue until the scheduled date for the 
beginning of the CONTROLLED ACCUMULATION PERIOD unless one of the events        
identified in the chart on the following page occurs. The chart also            
indicates whether each listed PAY OUT EVENT is an automatic event or an         
event that requires a majority vote of the noteholders to declare the           
occurrence of a PAY OUT EVENT. Additionally, some events cause a rapid          
amortization of the SERIES CERTIFICATE while others will cause a rapid          
amortization for all series issued by the master trust and outstanding when     
the event occurs.                                                               

                                                        [Enlarge/Download Table]

                                                        REQUIRES A        CAUSES RAPID      CAUSES RAPID  
                                                     MAJORITY VOTE OF   AMORTIZATION OF    AMORTIZATION   
PAY OUT EVENT                                          NOTEHOLDERS(1)   SERIES 1999-[ ]     OF ALL SERIES 
-------------                                       ----------------   ----------------  -----------------
                                                                                                          
1.  CHASE USA fails to make a payment or deposit           X                 X                            
    when required to under the POOLING AND                                                                
    SERVICING AGREEMENT or within five days                                                               
    after that date.                                                                                      

2.  CHASE USA fails to observe or perform any              X                 X                            
    covenant or agreement and that failure has                                                            
    a material adverse effect on you and the                                                              
    failure continues unremedied for 60 days                                                              
    after written notice to CHASE USA.                                                                    

3.  CHASE USA makes a representation or warranty           X                 X                            
    that was materially incorrect when made and                                                           
    that continues to be materially incorrect                                                             
    for 60 days after written notice to CHASE                                                             
    USA and as a result you are materially and                                                            
    adversely affected, unless CHASE USA                                                                  
    accepts reassignment of the related                                                                   
    Receivables.                                                                                          

4.  CHASE USA provides materially incorrect                X                 X                            
    information about the master trust accounts                                                           
    and that information continues to be                                                                  
    materially incorrect for 60 days after                                                                
    written notice to CHASE USA and as a result                                                           
    you are materially and adversely affected,                                                            
    unless CHASE USA accepts reassignment of                                                              
    the related Receivables.                                                                              

5.  The average of the PORTFOLIO YIELDS for three                            X                            
    consecutive MONTHLY PERIODS is less than the                                                          
    average of the BASE RATES for the same period.                                                        

6.  CHASE USA fails to transfer receivables under                            X                            
    additional accounts or participations when                                                            
    required under the POOLING AND SERVICING                                                              
    AGREEMENT.                                                                                            

7.  A Servicer Default occurs which has a material         X                 X                            
    adverse effect on you.                                                                                

8.  There are insufficient funds in the                                      X                   X        
    DISTRIBUTION ACCOUNT to pay the INVESTOR                                                              
    INTEREST in full on the second DISTRIBUTION                                                           
    DATE following the SCHEDULED PRINCIPAL                                                                
    ALLOCATION COMMENCEMENT DATE.                                                                         

9.  CHASE USA becomes bankrupt or insolvent or                                                   X        
    enters receivership or conservatorship.                                                               

10. CHASE USA becomes unable to transfer                                                         X        
    Receivables to the master trust in accordance                                                         
    with the Pooling and Servicing Agreement.                                                             

11. The master trust becomes subject to regulation                                               X        
    as an "investment company" under the Investment                                                       
    Company Act of 1940, as amended.                                                                      

12. An Event of Default occurs under the INDENTURE.                          X                            

-------------                                                                   
(1)  Each specified PAY OUT EVENT requires the vote of noteholders holding      
more than 50% of the notes by aggregate principal amount or the vote  
of the master trust trustee. Unless otherwise specified, PAY OUT      
EVENTS are declared upon occurrence without the necessity for a vote. 

Once a rapid amortization begins, principal will begin to be        
distributed to the owner trust on the first DISTRIBUTION DATE following the     
month in which the PAY OUT EVENT occurred or was declared. If a rapid           
amortization begins, the average life of the notes you hold may be              
shortened.                                                                      

SERVICING FEES AND EXPENSES                                                     

The MASTER TRUST TRUSTEE will pay the SERVICER a 2% annual SERVICING
FEE payable in twelve equal monthly installments. We expect to pay half of      
the SERVICING FEE from finance charge collections and half of the SERVICING     
FEE from INTERCHANGE allocated to the INVESTOR INTEREST. INTERCHANGE paid       
to the SERVICER is limited to 1% of the INVESTOR INTEREST less amounts on       
deposit in the PRINCIPAL FUNDING ACCOUNT. If there is not enough                
INTERCHANGE to pay half of the SERVICING FEE, none of the master trust, the     
INDENTURE TRUSTEE nor the Noteholders will be responsible for paying the        
SERVICER the amount of any shortfall.                                           

The SERVICER will pay expenses out of the SERVICING FEE it receives,
including the fees and expenses of any MASTER TRUST TRUSTEE and independent     
certified public accountants and other fees not stated to be paid by the        
master trust. Chase Manhattan Bank as the SERVICER will not be responsible      
for the payment of any federal, state or local taxes on your Notes or on        
any Certificates.                                                               

DESCRIPTION OF THE NOTES                                                        

The following is a summary of the material terms of the notes. You  
should refer to "Description of the Notes" in the attached prospectus as        
well as the Indenture for a complete description of the notes.                  

GENERAL                                                                         

The Class A, Class B and Class C Notes will be issued under an      
INDENTURE between the owner trust and _____________, as INDENTURE TRUSTEE.      
The form of the INDENTURE has been filed as an exhibit to the Registration      
Statement and a copy will be filed with the SEC after the Notes are issued.     
The Notes are obligations of the owner trust and payments on the notes will     
only be made if the owner trust receives payment on the SERIES CERTIFICATE.     

Notes will be issued in $1,000 denominations and will be available  
only in book-entry form through DTC. As described in the attached               
prospectus, as long as the notes are held in book-entry form, you will only     
be able to transfer your notes through the facilities of DTC. You will          
receive payments and notices through DTC and its participants. Payments of      
interest and principal will be made to the Noteholders in whose names notes     
are registered on the RECORD DATE, to the extent of available funds, on         
each PAYMENT DATE.                                                              

The RECORD DATE for the notes is the last business day of the       
calendar month before the PAYMENT DATE.                                         

SUBORDINATION                                                                   

            The Class B Notes and the Class C Notes are subordinated
to the Class A Notes. Interest payments will be made to the Class A Notes       
prior to the Class B Notes and the Class C Notes. Interest payments will be     
made to the Class B Notes prior to the Class C Notes. Principal payments to     
the Class B Notes will not begin until the Class A Notes have been paid in      
full. Principal payments to the Class C Notes will not begin until the          
Class A Notes and the Class B Notes have been paid in full. If principal        
collections allocated to the SERIES CERTIFICATE are reallocated to pay the      
Class A Notes, the principal amount of the Class C Notes and the Class B        
Notes may not be repaid. If principal collections allocated to the SERIES       
CERTIFICATE are reallocated to pay interest on the Class B Notes, the           
principal amount of the Class C Notes may not be repaid. If receivables are     
sold after an EVENT OF DEFAULT or PAY OUT EVENT, the net proceeds of that       
sale which are available to pay principal on the notes would be paid first      
to the Class A Notes before any remaining net proceeds would be available       
for payments due to the Class B Notes or the Class C Notes.                     

INTEREST PAYMENTS                                                               

Interest will begin to accrue on the notes beginning on the CLOSING 
DATE and will be paid to you on the 15th of ___________ and the 15th day of     
each following month. If such date is not a business day, you will be paid      
interest on the following business day but you will not receive any             
additional interest because of the delay.                                       

On each PAYMENT DATE, you will receive an interest payment based on 
the interest rate for your class and the outstanding balance of your notes      
as follows:                                                                     

o     the Class A interest rate is _____% per annum above           
one-month LIBOR;                                        
o     the Class B interest rate is _____% per annum above           
one-month LIBOR; and                                    
o     the Class C interest rate is _____% per annum above           
one-month LIBOR.                                        

The INDENTURE TRUSTEE will calculate the amount of interest to be   
paid to you by multiplying:                                                     

o     the note balance of your class as of the last RECORD DATE by  

o     the interest rate for your class by                           

o     a fraction equal to the number of actual days for that        
interest period divided by 360.                         

An interest period is the period from the prior PAYMENT DATE through the        
day before the current PAYMENT DATE. The owner trust will pay interest from     
money it received from the SERIES CERTIFICATE and deposited in the NOTE         
DISTRIBUTION ACCOUNT. Interest on each class of NOTES will be paid from         
amounts on deposit in the NOTE DISTRIBUTION ACCOUNT, however, Class C           
interest will also be paid from the OWNER TRUST SPREAD ACCOUNT. Class A         
will receive interest payments prior to Class B and Class C. Class B will       
receive interest payments prior to Class C, except to the extent Class C        
interest payments are paid from the OWNER TRUST SPREAD ACCOUNT.                 

If you do not receive your interest in full on any PAYMENT DATE, you
will be paid the shortfall on a following PAYMENT DATE as well as interest      
at the interest rate for your class on those unpaid amounts to the extent       
of available funds.                                                             

The initial interest payment and the initial interest period will be
adjusted to account for a [shortened] first period.                             

A calculation agent will determine one-month LIBOR on the second    
business day prior to the beginning of each interest period by referring to     
the rate for dollar deposits for one month on Telerate Page 3750 at 11 a.m.     
London time. If the rate does not appear, the calculation agent will            
request four major banks in the London interbank market to provide quotes       
for interest rates on dollar deposits for one month and will use the            
arithmetic mean of the quotes. If less than two London banks provide            
quotes, the calculation agent will request major New York City banks to         
provide quotes for interest rates on dollar deposits to be lent to European     
banks for one month and will use the arithmetic mean of the quotes.             

Chase Manhattan Bank will be the initial calculation agent. The     
calculation agent may not resign until a successor calculation agent is         
appointed.                                                                      

You can call the calculation agent at 212-___-____ to obtain the    
Class A, B and C interest rates for the prior and current interest periods.     
The ADMINISTRATOR of the owner trust will also notify the Luxembourg Stock      
Exchange by the first day of the interest period of the Class A, B and C        
interest rates and the amount of interest to be paid to each class of notes     
on that date. This information will also be included in the monthly             
noteholder statement.                                                           

PRINCIPAL PAYMENTS                                                              

 The notes will mature on the _________ DISTRIBUTION DATE which is the
NOTE MATURITY DATE and are required to be paid on that date. The Notes may,     
however, be repaid or redeemed                                                  
before or after the SCHEDULED NOTE PAYMENT DATE.                                

Class A note is scheduled to be repaid in full on the ________      
DISTRIBUTION DATE from the amounts deposited in the PRINCIPAL FUNDING           
ACCOUNT.                                                                        

If the Class A notes are repaid, the Class B notes will be repaid in
full on the ________ DISTRIBUTION DATE.                                         

If the Class A and Class B notes are repaid, the Class C notes will 
be repaid in full on the ________ DISTRIBUTION DATE.                            

 The INDENTURE TRUSTEE is required to use the amount on deposit in the
NOTE DISTRIBUTION ACCOUNT to pay principal on the scheduled note PAYMENT        
Date for each class of notes. If there is an outstanding principal balance      
of any class of notes after its SCHEDULED NOTE PAYMENT DATE, principal will     
be paid on the following DISTRIBUTION Dates until the full balance is           
repaid. After an EVENT OF DEFAULT has been declared, if the INDENTURE           
TRUSTEE and the noteholders determine that the principal amount of the          
notes is due and payable, such amounts will be paid to each class in order      
of seniority. If the full balance is not repaid by the NOTE MATURITY DATE,      
an EVENT OF DEFAULT will be declared. You may suffer a loss if principal is     
not repaid to you by the NOTE MATURITY DATE.                                    

OPTIONAL REDEMPTION                                                             

The owner trust will redeem the notes if the TRANSFEROR chooses to  
repurchase the SERIES CERTIFICATE. If a redemption occurs, you will receive     
your remaining principal balance plus accrued but unpaid interest through       
the PAYMENT DATE on which the notes are redeemed. Please refer to               
"Description of the Securities--Description of the Certificates--Final          
Payment of Principal; Series Termination" in the attached prospectus for a      
description of the option of the TRANSFEROR to repurchase a series.             

DISTRIBUTIONS                                                                   

On each TRANSFER DATE for the SERIES CERTIFICATE, the master trust  
trustee will allocate finance charge and principal collections to pay           
interest, principal, fees and other amounts on the notes. The timing,           
calculation, distribution, order, source and priority for payment of these      
amounts by or on behalf of the INDENTURE TRUSTEE are provided below:            

o     deposit the CLASS A INTEREST REQUIREMENt into the NOTE        
DISTRIBUTION ACCOUNT for distribution to the Class A    
Noteholders on the related DISTRIBUTION DATE;           

o     deposit the CLASS B INTEREST REQUIREMENt into the NOTE        
DISTRIBUTION ACCOUNT for distribution to the Class B    
Noteholders on the related DISTRIBUTION DATE;           

o     deposit the CLASS C INTEREST REQUIREMENt into the NOTE        
DISTRIBUTION ACCOUNT for distribution to the Class C    
Noteholders on the related DISTRIBUTION DATE;           

o     deposit the CLASS A NOTEHOLDERS' PRINCIPAL DISTRIBUTION AMOUNT
  into the NOTE DISTRIBUTION ACCOUNT for distribution to the
Class A Noteholders on the related DISTRIBUTION DATE;   

o     deposit the CLASS B NOTEHOLDERS' PRINCIPAL DISTRIBUTION AMOUNT
  into the NOTE DISTRIBUTION ACCOUNT for distribution to the
Class B Noteholders on the related Distribution Date;   

o     deposit the CLASS C NOTEHOLDERS' PRINCIPAL DISTRIBUTION AMOUNT
  into the NOTE DISTRIBUTION ACCOUNT for distribution to the
 Class C Noteholders on the related DISTRIBUTION DATE; and

o     deposit into the OWNER TRUST SPREAD ACCOUNT, the excess, if   
any, of                                                 

     -     the REQUIRED OWNER TRUST SPREAD ACCOUNT AMOUNT for such
TRANSFER DATE over                          

     -     the amount on deposit in the OWNER TRUST SPREAD ACCOUNT
             on such TRANSFER DATE; not taking into account the amount
         deposited into the OWNER TRUST SPREAD ACCOUNT on such
TRANSFER DATE described by this clause.     

Any remaining funds will be distributed to CHASE USA as the owner of the        
equity interest in the owner trust.                                             

The INDENTURE TRUSTEE can also use the funds on deposit in the      
OWNER TRUST SPREAD ACCOUNT to pay:                                              

o     Class C interest to Class C noteholders and                   

o     Class C principal on or after the Class C scheduled           
maturity date if                                        

-     the Class A and B notes have been repaid or       

-     the INVESTOR INTEREST of the SERIES CERTIFICATE is
zero.                                       

On each PAYMENT DATE, money on deposit in the NOTE DISTRIBUTION ACCOUNT         
will be distributed to you.                                                     

OWNER TRUST SPREAD ACCOUNT                                                      

The INDENTURE TRUSTEE will establish this account for the benefit of
the Class C Notes only. It will be funded from allocations of funds from        
the SERIES CERTIFICATE after payment of the CLASS A, CLASS B AND CLASS C        
INTEREST REQUIREMENTS and the Class A and Class B Noteholders Principal         
Distribution Amounts for such TRANSFER DATE. The balance of such account        
will be used to pay Class C interest and principal as described in the          
preceding section. The availability of funds in this account is intended to     
increase the likelihood that Class C noteholders will receive the full          
amount of principal and interest owed to them and to decrease the               
likelihood that Class C noteholders will suffer a loss of principal. If you     
purchase Class C notes, you should note that the funds deposited in this        
account are limited and may not be available when needed to make up             
interest or principal shortfalls.                                               

 The required balance of the OWNER TRUST SPREAD ACCOUNT will initially
equal $_______ and will adjust each TRANSFER DATE based on the average          
amount of EXCESS SPREAD available to the SERIES CERTIFICATE for the prior       
three months based on the following chart.                                      

                                 Percentage of
Average Excess Spread                   Initial Note Balance        
---------------------                   --------------------        
Greater than 4.5%                              _____%               
Less than 4.5% but greater than 3.5%           _____%               
Less than 3.5% but greater than 2.5%           _____%               
Less than 2.5% but greater than 1.5%           _____%               
Less than 1.5% _____%                                               

The ADMINISTRATOR will be able to modify the method for calculating 
the REQUIRED OWNER TRUST SPREAD ACCOUNT AMOUNT if the rating agencies agree     
that the modification will not result in negative rating action on the          
notes and an authorized officer of CHASE USA certifies to the INDENTURE         
TRUSTEE that the modification will not result in an EVENT OF DEFAULT. The       
ADMINISTRATOR/TRANSFEROR will not be able to modify this formula if a Pay       
Out Event relating to the nonpayment of interest or principal has occurred.     

The ADMINISTRATOR will direct the INDENTURE TRUSTEE to invest money 
on deposit in this account in short-term, highly rated liquid investments       
permitted under the terms of the INDENTURE. Investment earnings (net of         
expenses and losses) will be deposited in the NOTE DISTRIBUTION ACCOUNT and     
will be used to pay Class C interest.                                           

Amounts in excess of the REQUIRED OWNER TRUST SPREAD ACCOUNT AMOUNT 
will be distributed to CHASE USA as the holder of the equity interest in        
the owner trust. After the payment in full of the Class C notes, the            
balance of this account will be distributed to CHASE USA as the holder of       
the equity interest in the owner trust.                                         

EVENTS OF DEFAULT                                                               

Each of the following events is an EVENT OF DEFAULT under the       
INDENTURE:                                                                      

o    Class A, B or C principal is not paid on the Note Maturity     
Date;                                                     

 o    the owner trust fails to pay interest on the notes (other than a
     Note Interest Shortfall) and the failure continues for 65 days;

o    the owner trust becomes bankrupt or insolvent; or              

o    the owner trust becomes subject to regulation as an "investment
company" under the Investment Company Act of 1940.        

If an EVENT OF DEFAULT occurs, the INDENTURE TRUSTEE or the holders 
of a majority of the notes may declare the notes to be immediately due and      
payable. If the notes are accelerated, the INDENTURE TRUSTEE can:               

o    begin proceedings to collect amounts due from the OWNER TRUSTEE
    or exercise other remedies available to it as a secured party;

o    foreclose on the SERIES CERTIFICATE;                           

o    sell the SERIES CERTIFICATE in accordance with the restrictions
    described in the base prospectus and use the proceeds from the
sale to repay you; and                                    

o    allow the OWNER TRUSTEE to continue to hold the SERIES         
CERTIFICATE and pass through any payments on the SERIES   
CERTIFICATE to you.                                       

 If an EVENT OF DEFAULT is declared and the notes are accelerated, you
may receive principal prior to the scheduled note payment date for your         
notes.                                                                          

NOTEHOLDER REPORTS                                                              

 You will receive a monthly report from the ADMINISTRATOR as described
in the attached prospectus. In addition, the report will specify if any         
money is withdrawn from the OWNER TRUST SPREAD ACCOUNT.                         

So long as the notes are listed on the Luxembourg Stock Exchange, we
will publish a notice in a daily newspaper in Luxembourg that provides the      
information contained in the monthly report. We expect initially to publish     
the notice in the Luxemburger Wort.                                             

If definitive notes are issued, the monthly notice will be mailed to
your address as it appears on the INDENTURE TRUSTEE'S register.                 

LISTING AND GENERAL INFORMATION       

We have applied to the Luxembourg Stock Exchange to list the Class A
notes, the Class B notes and the Class C notes. In connection with the          
listing application, the Organization Certificate and By-laws of the Bank,      
and legal notice relating to the issuance of the Class A notes, the Class B     
notes and the Class C notes will be deposited before we list with the Chief     
Registrar of the District Court of Luxembourg, where you may obtain copies      
of those documents. The Class A notes, the Class B notes and the Class C        
notes have been accepted for clearance through the facilities of DTC,           
CEDELBANK and EUROCLEAR.                                                        

 The securities identification numbers for the notes are listed below:

             International
            Securities
            Identification
            CUSIP Number      Number (ISIN)      Common Code
            ------------     --------------      -----------
Class A                                                             
Class B                                                             
Class C                                                             

As of the date of this supplement, neither the master trust nor the 
owner trust is involved in any litigation or arbitration proceeding             
relating to claims that are material in the context of the issuance of the      
Notes, nor so far as Chase USA is aware are any of those proceedings            
pending or threatened.                                                          

Except as disclosed in this prospectus supplement, there has been no
material adverse change in the financial position of the master trust since     
___________, 199__ through the date of this prospectus supplement.              

The transactions described in this prospectus supplement were       
authorized by resolutions adopted by CHASE USA'S Board of Directors on          
__________, 199__ and by CHASE USA'S Asset and Loan Securitization              
Committee as of ________, 199__.                                                

Copies of the POOLING AND SERVICING AGREEMENT, the SERIES 1999-__   
SUPPLEMENT, the applicable Indenture, Deposit and Administration Agreement      
and the Trust Agreement, the annual report of independent certified public      
accountants described in "Description of the Securities--Description of the     
Certificates--Evidence as to Compliance" in the attached prospectus, the        
documents referred to under "Where You Can Find More Information" and the       
reports to noteholders referred to under "Reports to Securityholders" and       
"Description of the Securities--Description of the Notes--Reports to            
Noteholders" in the attached prospectus will be available free of charge at     
the office of the LISTING AGENT in Luxembourg. Financial information            
regarding CHASE USA is included in the consolidated financial statements of     
The Chase Manhattan Corporation in The Chase Manhattan Corporation's Annual     
Report on Form 10-K for the fiscal year ended December 31, 1997. Such           
report is available, and reports for subsequent years will be available, at     
the office of the LISTING AGENT.                                                

 So long as there is no PAYING AGENT and transfer agent in Luxembourg,
Banque Generale du Luxembourg, S.A. will act as intermediary agent in           
Luxembourg. If securities are issued in fully registered, certificated form     
under the circumstances described in the attached prospectus, a PAYING          
AGENT and transfer agent will be appointed in Luxembourg.                       

The notes, the POOLING AND SERVICING AGREEMENT, the SERIES 1999-__  
SUPPLEMENT, the INDENTURE and the DEPOSIT AND ADMINISTRATION AGREEMENT are      
governed by the laws of the State of New York. The TRUST AGREEMENT is           
governed by the laws of the State of Delaware.                                  

This prospectus supplement and the attached prospectus have been    
prepared by CHASE USA solely for use in connection with the offering and        
listing of the notes described in this prospectus supplement. CHASE USA has     
taken reasonable care to ensure that facts stated in this prospectus            
supplement and the attached prospectus are true and accurate in all             
material respects and there have not been omitted material facts the            
omission of which would make misleading any statements of fact or opinion       
in this prospectus supplement or the prospectus. CHASE USA accepts              
responsibility accordingly.                                                     

UNDERWRITING        

CHASE USA has agreed to sell to the underwriters listed below the   
amount of securities of each class set forth next to each underwriter's         
name. Each underwriter has agreed to purchase that amount of those              
securities.                                                                     

Class A Notes                           Principal Amount            
-------------                           ----------------            
Chase Securities Inc.                   $____________               

_____________________                   $____________               
                         -------------
Total                               $                       
                         =============

Class B Notes                                                       
-------------                                                       
Chase Securities Inc.                   $____________               

Class C Notes                                                       
-------------                                                       
Chase Securities Inc.                   $____________               

The price to public, Underwriters' discounts and commissions, the   
concessions that the Underwriters may allow to certain dealers, and the         
discounts that such dealers may reallow to certain other dealers, each          
expressed as a percentage of the principal amount of each class of notes        
are as follows:                                                                 

          Underwriting       Selling
               Price to     discounts and    concessions,   Reallowance,
                Public       commissions    not to exceed  not to exceed
             -------------  -------------  --------------  -------------
Class A Notes        ____%          ____%           ____%           ____%       
Class B Notes        ____%          ____%           ____%           ____%       
Class C Notes        ____%          ____%           ____%           ____%       

 After the offering is completed, CHASE USA will receive the proceeds,
after deduction of the underwriting and other expenses, listed below:           

             Proceeds to
            Transferor
            (as % of the
                                  principal         Underwriting
              Proceeds to        amount of the       discounts and
             Transferor            notes)            concessions
             ---------------    -----------------    ---------------
Class A Notes         $_______              ____%             $_______          
Class B Notes         $_______              ____%             $_______          
Class C Notes         $_______              ____%             $_______          

After the public offering, the public offering price and other      
selling terms may be changed by the underwriters.                               

 The underwriters' obligations to acquire any Series 1999__ notes will
be subject to certain conditions. The underwriters will offer the Series        
1999__ notes for sale only if the owner trust issues the notes, and all         
conditions to the issuance of the notes are satisfied or waived. The            
underwriters have agreed either to purchase all of the Series 1999__ notes,     
or none of them.                                                                

The underwriters may reject any orders in whole or in part.         

Chase Securities Inc. is a wholly-owned subsidiary of The Chase     
Manhattan Corporation and an affiliate of CHASE USA.                            

Each underwriter has represented and agreed that (a) it only issued 
or passed on and will only issue or pass on in the United Kingdom any           
document received by it 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 1996 (as       
amended) or who is a person to whom the document may otherwise lawfully be      
issued or passed on, (b) it has complied and will comply with all               
applicable provisions of the Financial Services Act 1986 and other              
applicable laws and resolutions with respect to anything done by it in          
relation to the Notes in, from or otherwise involving the United Kingdom        
and (c) if that Underwriter is an authorized person under the Financial         
Services Act 1986, it has only promoted and will only promote (as that term     
is defined in Regulation 1.02 of the Financial Services (Promotion of           
Unregulated Schemes) Regulations 1991) to any person in the United Kingdom      
the scheme described herein if that person is of a kind described either in     
Section 76(2) of the Financial Services Act 1986 or in Regulation 1.04 of       
the Financial Services (Promotion of Unregulated Schemes) Regulations 1991.     

 This prospectus supplement and the attached prospectus may be used by
Chase Securities Inc. in connection with offers and sales related to            
market-making transactions in the notes. Chase Securities Inc. may act as       
principal or agent in such transactions. Such sales will be made at prices      
related to prevailing market prices at the time of sale. Chase Securities       
Inc. has no obligation to make a market in the notes and any such               
market-making may be discontinued at any time without notice, in its sole       
discretion. Chase Securities Inc. is among the underwriters participating       
in the initial distribution of the notes.                                       

OTHER SERIES ISSUED AND OUTSTANDING       

The table below discusses the principal characteristics of the nineteen 
other Series of Certificates previously issued by the master trust and          
currently outstanding. For more specific information with respect to any        
Series, any prospective investor should contact The Chase Manhattan Bank at     
(212) 270-6000. The Chase Manhattan Bank will provide, without charge, to       
any prospective investor, a copy of the disclosure documents for any other      
publicly issued series.                                                         

SERIES 1995-2                                                                   

1.  Class A Certificates                                                        
  Initial Investor Interest...................................$600,000,000
  Certificate Rate.................................................. 6.23%
  Controlled Accumulation Amount (subject to adjustment).......$50,000,000
Commencement of Controlled Accumulation Period                        
    (subject to adjustment).............................September 30, 1999
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest...............................$47,728,181.82
  Other Enhancement................. Subordination of Class B Certificates
  Scheduled Payment Date..................................October 15, 2000
  Series 1995-2 Termination Date.............................June 15, 2003
  Series Issuance Date....................................October 19, 1995

2.  Class B Certificates                                                        
  Initial Investor Interest....................................$34,090,000
  Certificate Rate.................................................. 6.38%
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest.......Same as above for Class A Certificates
  Scheduled Payment Date.................................November 15, 2000
  Series 1995-2 Termination Date....Same as above for Class A Certificates
  Series Issuance Date..............Same as above for Class A Certificates

SERIES 1995-3                                                                   

1.  Class A Certificates                                                        
  Initial Investor Interest...................................$450,000,000
  Certificate Rate.................................................. 6.23%
  Controlled Accumulation Amount (subject to adjustment).......$37,500,000
Commencement of Controlled Accumulation Period                        
    (subject to adjustment)..................................July 31, 2001
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest...............................$35,795,636.36
  Other Enhancement..................Subordination of Class B Certificates
  Scheduled Payment Date...................................August 15, 2002
  Series 1995-3 Termination Date............................April 15, 2005
  Series Issuance Date...................................November 21, 1995

2.  Class B Certificates                                                        
  Initial Investor Interest....................................$25,568,000
  Certificate Rate.................................................. 6.39%
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest.......Same as above for Class A Certificates
  Scheduled Payment Date................................September 15, 2002
  Series 1995-3 Termination Date....Same as above for Class A Certificates
  Series Issuance Date..............Same as above for Class A Certificates

SERIES 1995-4                                                                   

1.  Class A Certificates                                                        
  Initial Investor Interest...................................$300,000,000
  Certificate Rate...............................Three Month LIBOR + 0.20%
  Controlled Accumulation Amount (subject to adjustment).......$25,000,000
Commencement of Controlled Accumulation Period                        
    (subject to adjustment)...............................October 31, 2001
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest...............................$35,714,857.14
  Other Enhancement................. Subordination of Class B Certificates
  Scheduled Payment Date.................................November 25, 2002
  Series 1995-4 Termination Date.............................July 25, 2005
  Series Issuance Date...................................November 29, 1995

2.  Class B Certificates                                                        
  Initial Investor Interest....................................$21,428,000
  Certificate Rate...............................Three Month LIBOR + 0.32%
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest.......Same as above for Class A Certificates
  Scheduled Payment Date................................ November 25, 2002
  Series 1995-4 Termination Date....Same as above for Class A Certificates
  Series Issuance Date..............Same as above for Class A Certificates

SERIES 1996-1                                                                   

1.  Class A Certificates                                                        
  Initial Investor Interest...................................$700,000,000
  Certificate Rate.................................................. 5.55%
  Controlled Accumulation Amount (subject to adjustment)....$58,333,333.33
Commencement of Controlled Accumulation Period                        
    (subject to adjustment)..............................December 31, 1999
  Annual Servicing Fee Percentage ....................................2.0%
  Initial Collateral Interest...............................$55,682,545.45
  Other Enhancement..................Subordination of Class B Certificates
  Scheduled Payment Date..................................January 15, 2001
  Series 1996-1 Termination Date........................September 15, 2003
  Series Issuance Date....................................January 23, 1996

2.  Class B Certificates                                                        
  Initial Investor Interest....................................$39,772,000
  Certificate Rate.................................................. 5.71%
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest.......Same as above for Class A Certificates
  Scheduled Payment Date.................................February 15, 2001
  Series 1996-1 Termination Date....Same as above for Class A Certificates
  Series Issuance Date..............Same as above for Class A Certificates

SERIES 1996-2                                                                   

1.  Class A Certificates                                                        
  Initial Investor Interest...................................$550,000,000
  Certificate Rate.................................................. 5.98%
  Controlled Accumulation Amount (subject to adjustment)....$45,833,333.33
Commencement of Controlled Accumulation Period                        
    (subject to adjustment)..............................December 31, 2004
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest...............................$43,750,000.00
  Other Enhancement................. Subordination of Class B Certificates
  Scheduled Payment Date..................................January 15, 2006
  Series 1996-2 Termination Date........................September 15, 2008
  Series Issuance Date....................................January 23, 1996

2.  Class B Certificates                                                        
  Initial Investor Interest....................................$31,250,000
  Certificate Rate.................................................. 6.16%
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest.......Same as above for Class A Certificates
  Scheduled Payment Date.................................February 15, 2006
  Series 1996-2 Termination Date....Same as above for Class A Certificates
  Series Issuance Date..............Same as above for Class A Certificates

SERIES 1996-3                                                                   

1.  Class A Certificates                                                        
  Initial Investor Interest...................................$411,983,000
  Certificate Rate.................................................. 7.09%
  Controlled Accumulation Amount (subject to adjustment)....$34,331,916.67
Commencement of Controlled Accumulation Period                        
    (subject to adjustment)...................................May 31, 2005
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest...............................$32,772,440.86
  Other Enhancement................. Subordination of Class B Certificates
  Scheduled Payment Date.....................................June 15, 2006
  Series 1996-3 Termination Date.........................February 15, 2009
  Series Issuance Date....................................... May 30, 1996

2. Class B Certificates                                                         
  Initial Investor Interest....................................$23,408,000
  Certificate Rate.................................................. 7.27%
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest.......Same as above for Class A Certificates
  Scheduled Payment Date.....................................July 15, 2006
  Series 1996-3 Termination Date....Same as above for Class A Certificates
  Series Issuance Date..............Same as above for Class A Certificates

SERIES 1996-4                                                                   

1.  Class A Certificates                                                        
  Initial Investor Interest.................................$1,400,000,000
  Certificate Rate................................ One Month LIBOR + 0.13%
  Controlled Accumulation Amount (subject to adjustment)...$116,666,666.67
Commencement of Controlled Accumulation Period                        
    (subject to adjustment)...............................October 31, 2002
  Annual Servicing Fee Percentage.................................... 2.0%
  Initial Collateral Interest..............................$150,000,666.67
  Other Enhancement..................Subordination of Class B Certificates
  Scheduled Payment Date.................................November 17, 2003
  Series 1996-4 Termination Date.............................July 17, 2006
  Series Issuance Date...................................November 14, 1996

2.  Class B Certificates                                                        
  Initial Investor Interest.................................. $116,666,000
  Certificate Rate................................ One Month LIBOR + 0.35%
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest.......Same as above for Class A Certificates
  Scheduled Payment Date.................................December 15, 2003
  Series 1996-4 Termination Date....Same as above for Class A Certificates
  Series Issuance Date..............Same as above for Class A Certificates

SERIES 1997-1                                                                   

1.  Class A Certificates                                                        
  Initial Investor Interest.................................$1,150,000,000
  Certificate Rate................................ One Month LIBOR + 0.09%
  Controlled Accumulation Amount (subject to adjustment)....$95,833,333.33
Commencement of Controlled Accumulation Period                        
    (subject to adjustment)...............................January 31, 2003
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest.................................$123,214,619
  Other Enhancement..................Subordination of Class B Certificates
  Scheduled Payment Date.................................February 15, 2004
  Series 1997-1 Termination Date..........................October 15, 2006
  Series Issuance Date...................................February 24, 1997

2.  Class B Certificates                                                        
  Initial Investor Interest....................................$95,833,000
  Certificate Rate................................. One Month LIBOR  0.29%
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest...... Same as above for Class A Certificates
  Scheduled Payment Date................................... March 15, 2004
  Series 1997-1 Termination Date....Same as above for Class A Certificates
  Series Issuance Date..............Same as above for Class A Certificates

SERIES 1997-2                                                                   

1.  Class A Certificates                                                        
  Initial Investor Interest.................................$1,500,000,000
  Certificate Rate.................................................. 6.30%
  Controlled Accumulation Amount (subject to adjustment)......$125,000,000
Commencement of Controlled Accumulation Period                        
    (subject to adjustment)..................................July 31, 1999
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest.................................$119,318,455
  Other Enhancement................. Subordination of Class B Certificates
  Scheduled Payment Date...................................August 15, 2000
  Series 1997-2 Termination Date............................April 15, 2003
  Series Issuance Date.....................................August 18, 1997

2.  Class B Certificates                                                        
  Initial Investor Interest....................................$85,227,000
  Certificate Rate.................................................. 6.45%
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest................... Same as above for Class A
  Scheduled Payment Date................................September 15, 2000
  Series 1997-2 Termination Date....Same as above for Class A Certificates
  Series Issuance Date..............Same as above for Class A Certificates

SERIES 1997-3                                                                   

1.  Class A Certificates                                                        
  Initial Investor Interest...................................$250,000,000
  Certificate Rate................................................. 6.777%
Controlled Accumulation Amount (subject to                            
    adjustment)..............One-twelfth of outstanding balance of Class A
Commencement of Controlled Accumulation Period                        
    (subject to adjustment)................................August 31, 2003
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest..................................$26,786,048
  Other Enhancement..................Subordination of Class B Certificates
  Scheduled Payment Date................................September 15, 2004
  Series 1997-3 Termination Date..............................May 15, 2007
  Series Issuance Date..................................September 22, 2997

2.  Class B Certificates                                                        
  Initial Investor Interest....................................$20,833,000
  Certificate Rate.................................One Month LIBOR + 0.35%
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest...... Same as above for Class A Certificates
  Scheduled Payment Date..................................October 15, 2004
  Series 1997-3 Termination Date....Same as above for Class A Certificates
  Series Issuance Date..............Same as above for Class A Certificates

SERIES 1997-4                                                                   

1.  Class A Certificates                                                        
  Initial Investor Interest...................................$600,000,000
  Certificate Rate.................................One Month LIBOR + 0.16%
  Controlled Accumulation Amount (subject to adjustment).......$50,000,000
Commencement of Controlled Accumulation Period                        
    (subject to adjustment)..............................November 30, 2001
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest..................................$64,285,715
  Other Enhancement................. Subordination of Class B Certificates
  Scheduled Payment Date.................................December 15, 2002
  Series 1997-1 Termination Date...........................August 15, 2005
  Series Issuance Date....................................December 8, 1997

2.  Class B Certificates                                                        
  Initial Investor Interest....................................$50,000,000
  Certificate Rate.................................One Month LIBOR + 0.36%
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest.......Same as above for Class A Certificates
  Scheduled Payment Date..................................January 15, 2003
  Series 1997-1 Termination Date....Same as above for Class A Certificates
  Series Issuance Date..............Same as above for Class A Certificates

SERIES 1997-5                                                                   

1.  Class A Certificates                                                        
  Initial Investor Interest...................................$500,000,000
  Certificate Rate................................................. 6.194%
  Controlled Accumulation Amount (subject to adjustment).......$41,666,667
Commencement of Controlled Accumulation Period                        
    (subject to adjustment)..............................November 30, 2001
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest..................................$39,772,819
  Other Enhancement................. Subordination of Class B Certificates
  Scheduled Payment Date.................................December 15, 2002
  Series 1997-5 Termination Date.......................... August 15, 2005
  Series Issuance Date...................................December 23, 1997

2.  Class B Certificates                                                        
  Initial Investor Interest....................................$28,409,000
  Certificate Rate................................................. 6.388%
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest.......Same as above for Class A Certificates
  Scheduled Payment Date..................................January 15, 2003
  Series 1997-5 Termination Date....Same as above for Class A Certificates
  Series Issuance Date..............Same as above for Class A Certificates

SERIES 1998-1                                                                   

1.  Class A-1 Certificates                                                      
  Initial Investor Interest...................................$273,822,563
  Certificate Rate................................One Month LIBOR + 0.231%
  Controlled Accumulation Amount (subject to adjustment).......$22,818,547
Commencement of Controlled Accumulation Period                        
    (subject to adjustment)...............................January 31, 2004
  Annual Servicing Fee Percentage.....................................2.0%
  Enhancement........................Subordination of Class B Certificates
                                           and Initial Collateral Interest
  Scheduled Payment Date.................................February 15, 2005
  Series 1998-1 Termination Date..........................October 15, 2007
  Series Issuance Date...................................February 12, 1998

Class A-2 Certificates                                                  
  Initial Investor Interest...................................$245,278,391
  Certificate Rate...............................One Month LIBOR + 0.1885%
  Controlled Accumulation Amount (subject to adjustment)...... $20,439,866
Commencement of Controlled Accumulation Period                        
    (subject to adjustment)...............................January 31, 2004
  Annual Servicing Fee Percentage.....................................2.0%
  Enhancement........................Subordination of Class B Certificates
                                           and Initial Collateral Interest
  Scheduled Payment Date.................................February 15, 2005
  Series 1998-1 Termination Date..........................October 15, 2007
  Series Issuance Date...................................February 12, 1998

Class A-3 Certificates                                                  
  Initial Investor Interest...................................$243,131,534
  Certificate Rate...............................One Month LIBOR + 0.2445%
  Controlled Accumulation Amount (subject to adjustment).......$20,260,961
Commencement of Controlled Accumulation Period                        
    (subject to adjustment)...............................January 31, 2004
  Annual Servicing Fee Percentage.....................................2.0%
  Enhancement........................Subordination of Class B Certificates
                                           and Initial Collateral Interest
  Scheduled Payment Date.................................February 15, 2005
  Series 1998-1 Termination Date..........................October 15, 2007
  Series Issuance Date...................................February 12, 1998

2.  Class B Certificates                                                        
  Initial Investor Interest....................................$63,519,000
  Certificate Rate.................................One Month LIBOR + 0.37%
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest..................................$81,668,141
  Scheduled Payment Date....................................March 15, 2005
  Series 1998-1 Termination Date....Same as above for Class A Certificates
  Series Issuance Date..............Same as above for Class A Certificates

SERIES 1998-2                                                                   

1.  Class A Certificates                                                        
  Initial Investor Interest...................................$800,000,000
  Certificate Rate..............................Federal Funds Rate + 0.24%
  Controlled Accumulation Amount (subject to adjustment).......$66,666,667
Commencement of Controlled Accumulation Period                        
    (subject to adjustment)...............................January 31, 2000
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest..................................$85,714,953
  Other Enhancement..................Subordination of Class B Certificates
  Scheduled Payment Date.................................February 15, 2001
  Series 1998-2 Termination Date.........................February 15, 2003
  Series Issuance Date.......................................March 9, 1998

2.  Class B Certificates                                                        
  Initial Investor Interest....................................$66,666,000
  Certificate Rate................................ One Month LIBOR + 0.25%
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest...... Same as above for Class A Certificates
  Scheduled Payment Date....................................March 15, 2003
  Series 1998-2 Termination Date... Same as above for Class A Certificates
  Series Issuance Date............. Same as above for Class A Certificates

SERIES 1998-3                                                                   

1.  Class A Certificates                                                        
  Initial Investor Interest...................................$600,000,000
  Certificate Rate................................................. 6.000%
  Controlled Accumulation Amount (subject to adjustment).......$50,000,000
Commencement of Controlled Accumulation Period                        
    (subject to adjustment).................................March 31, 2002
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest..................................$47,728,182
  Other Enhancement..................Subordination of Class B Certificates
  Scheduled Payment Date....................................April 15, 2003
  Series 1998-3 Termination Date.............................August 15, 20
  Series Issuance Date.........................................May 1, 1998

2.  Class B Certificates                                                        
  Initial Investor Interest....................................$34,090,000
  Certificate Rate................................................. 6.150%
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest...... Same as above for Class A Certificates
  Scheduled Payment Date......................................May 15, 2003
  Series 1998-3 Termination Date ...Same as above for Class A Certificates
  Series Issuance Date..............Same as above for Class A Certificates

SERIES 1998-4                                                                   

1.  Class A Certificates                                                        
  Initial Investor Interest...................................$552,486,188
  Certificate Rate............................... One Month LIBOR + 0.134%
  Controlled Accumulation Amount (subject to adjustment).......$46,040,516
Commencement of Controlled Accumulation Period                        
   (subject to adjustment).................................. July 31, 2007
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest..................................$59,195,465
  Other Enhancement................. Subordination of Class B Certificates
  Scheduled Payment Date.................................. August 15, 2008
  Series 1998-4 Termination Date.........................December 15, 2010
  Series Issuance Date...................................... July 28, 1998

2.  Class B Certificates                                                        
  Initial Investor Interest....................................$46,040,000
  Certificate Rate.................................One Month LIBOR + 0.36%
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest...... Same as above for Class A Certificates
  Scheduled Payment Date................................September 15, 2008
  Series 1998-4 Termination Date... Same as above for Class A Certificates
  Series Issuance Date............. Same as above for Class A Certificates

SERIES 1998-5                                                                   

1.  Class A Certificates                                                        
  Initial Investor Interest...................................$650,000,000
  Certificate Rate.................................One Month LIBOR + 0.16%
  Controlled Accumulation Amount (subject to adjustment).......$54,166,667
Commencement of Controlled Accumulation Period                        
    (subject to adjustment)................................August 31, 2002
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest..................................$69,643,524
  Other Enhancement................. Subordination of Class B Certificates
  Scheduled Payment Date................................September 15, 2003
  Series 1998-5 Termination Date..........................January 15, 2006
  Series Issuance Date..................................September 24, 1998

2.  Class B Certificates                                                        
  Initial Investor Interest....................................$54,166,000
  Certificate Rate.................................One Month LIBOR + 0.36%
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest...... Same as above for Class A Certificates
  Scheduled Payment Date..................................October 15, 2003
  Series 1998-5 Termination Date... Same as above for Class A Certificates
  Series Issuance Date............. Same as above for Class A Certificates

SERIES 1998-6                                                                   

1.  Class A Certificates                                                        
  Initial Investor Interest...................................$650,000,000
  Certificate Rate............................... One Month LIBOR  + 0.26%
  Controlled Accumulation Amount (subject to adjustment).......$54,166,667
Commencement of Controlled Accumulation Period                        
   (subject to adjustment)..................................April 30, 2001
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest..................................$69,643,524
  Other Enhancement..................Subordination of Class B Certificates
  Scheduled Payment Date......................................May 15, 2002
  Series 1998-6 Termination Date........................September 15, 2004
  Series Issuance Date...................................November 24, 1998

2.  Class B Certificates                                                        
  Initial Investor Interest....................................$54,166,000
  Certificate Rate................................ One Month Libor + 0.51%
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest.......Same as above for Class A Certificates
  Scheduled Payment Date.....................................June 15, 2002
  Series 1998-6 Termination Date....Same as above for Class A Certificates
  Series Issuance Date..............Same as above for Class A Certificates

SERIES 1999-1                                                                   

1.  Class A Certificates                                                        
  Initial Investor Interest...................................$750,000,000
  Certificate Rate.................................One Month LIBOR + 0.16%
  Controlled Accumulation Amount (subject to adjustment).......$62,500,000
Commencement of Controlled Accumulation Period                        
    (subject to adjustment).................................April 30, 2001
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest..................................$80,357,143
  Other Enhancement................. Subordination of Class B Certificates
  Scheduled Payment Date......................................May 15, 2004
  Series 1999-1 Termination Date........................September 15, 2006
  Series Issuance Date.......................................March 4, 1999

2.  Class B Certificates                                                        
  Initial Investor Interest....................................$62,500,000
  Certificate Rate.................................One Month LIBOR + 0.39%
  Annual Servicing Fee Percentage.....................................2.0%
  Initial Collateral Interest.......Same as above for Class A Certificates
  Scheduled Payment Date.....................................June 15, 2004
  Series 1999-1 Termination Date....Same as above for Class A Certificates
  Series Issuance Date..............Same as above for Class A Certificates

GLOSSARY OF TERMS FOR PROSPECTUS SUPPLEMENT       

 "ADJUSTED INVESTOR INTEREST" means, for any date of determination, an
amount equal to:                                                                

o      the Investor Interest as of such date, minus                 

o      the amount on deposit in the Principal Funding Account for   
such date.                                              

 "AVAILABLE ACCUMULATION PERIOD RESERVE ACCOUNT AMOUNT" will equal the
lesser of                                                                       

o     the amount on deposit in the Accumulation Period Reserve      
   Account -- after giving effect to the interest and earnings
retained in such account but before giving effect to any
     deposit to be made to the Accumulation Period Reserve Account
on a Transfer Date -- and                               

o     the Required Accumulation Period Reserve Account Amount for   
such Transfer Date.                                     

"AVAILABLE INVESTOR FINANCE CHARGE COLLECTIONS" means, with respect 
to any Monthly Period, the sum of                                               

o     the Floating Allocation Percentage of collections of Finance  
Charge Receivables with respect to that Monthly Period  
excluding collections of Finance Charge Receivables     
   attributable to Interchange which are allocable to Servicer
Interchange,                                            

o     investment earnings on amounts in the Principal Funding       
       Account, if any, with respect to the related Transfer Date, and

o     amounts, if any, to be withdrawn from the Accumulation Period 
      Reserve Account which are required to be included in Available
Investor Finance Charge Collections under the           
Series 1999-__ Supplement.                              

 "AVAILABLE INVESTOR PRINCIPAL COLLECTIONS" means, with respect to any
Monthly Period, the sum of:                                                     

 o     the Investor Principal Collections received during that Monthly
       Period and amounts applied to cover the Investor Default Amount
      and Investor Charge-Offs and previously reimbursed Reallocated
Principal Collections on the related Transfer Date, plus

o     any Shared Principal Collections with respect to other        
Series that are allocated to Series 1999-__, minus      

o     the amount of Reallocated Principal Collections used to       
fund the Required Amount.                               

 "BASE RATE" means, with respect to any Monthly Period, the annualized
percentage equivalent of a fraction,                                            

o      the numerator of which is the sum of                         

-     the CLASS A INTEREST REQUIREMENT,                 

-     the CLASS B INTEREST REQUIREMENT,                 

-     the NET CLASS C INTEREST REQUIREMENT, and         

-     the INVESTOR SERVICING FEE with respect to that   
Monthly Period, and                         

o     the denominator of which is the Investor Interest as of the   
close of business on the last                           
day of such Monthly Period.                             

"CLASS A INTEREST REQUIREMENT" means, with respect to any Payment   
Date, the sum of                                                                

o      the Class A Monthly Note Interest, and                       

o      any unpaid Class A Note Interest Shortfall.                  

"CLASS A MONTHLY NOTE INTEREST" means the product of:               

o     the Class A Note Interest Rate for the related Note           
Interest Period, and                                    

o     a fraction,                                                   

 -     the numerator of which is the actual number of days
in such Note Interest Period and            

-     the denominator of which is 360, and              

o     the Class A Note Principal Balance on the related Record Date 
      or, with respect to the initial Payment Date, the Class A Note
Initial Principal Balance.                              

"CLASS A NOTEHOLDERS' PRINCIPAL DISTRIBUTION AMOUNT" means, with    
respect to any Payment Date on and after the earlier to occur of                

o      the Class A Scheduled Note Payment Date, and                 

o      any Note Principal Due Date,                                 

the Class A Note Principal Balance on that Payment Date.                        

"CLASS A NOTE INITIAL PRINCIPAL BALANCE" means $                .   

"CLASS A NOTE INTEREST RATE" means a rate of ___% per annum above   
LIBOR.                                                                          

"CLASS A NOTE INTEREST SHORTFALL" means, with respect to any Payment
Date, the sum of                                                                

o      the excess, if any, of                                       

o     the Class A Interest Requirement for the preceding Payment    
Date, over                                              

o     the amount of interest paid on the Class A Notes for the      
preceding Payment Date, plus                            

-     interest on the amount of overdue interest owed to
          the Class A Noteholders on the preceding Payment Date,
       to the extent permitted by law, at the Class A Note
          Interest Rate from and including the preceding Payment
   Date to but excluding the current Payment Date.

"CLASS A NOTE PRINCIPAL BALANCE" means:                             

o      the Class A Note Initial Principal Balance, minus            

o     the aggregate amount of any principal allocations paid to     
the Class A Noteholders prior to such date.             

"CLASS A SCHEDULED NOTE PAYMENT DATE" means the _____ Payment Date. 

"CLASS B INTEREST REQUIREMENT" means, with respect to any Payment   
Date, the sum of:                                                               

o      the Class B  Monthly Note Interest, and                      

o      any unpaid Class B Note Interest Shortfall.                  

"CLASS B MONTHLY NOTE INTEREST" means the product of:               

o     the Class B Note Interest Rate for the related Note Interest  
Period,                                                 

o     a fraction,                                                   

 -     the numerator of which is the actual number of days
in such Note Interest Period, and           

-     the denominator of which is 360, and              

o     the Class B Note Principal Balance on the related Record Date 
      or, with respect to the initial Payment Date, the Class B Note
Initial Princpal Balance.                               

"CLASS B NOTEHOLDERS' PRINCIPAL DISTRIBUTION AMOUNT" means, with    
respect to any Payment Date on and after the earlier to occur of                

o      the Class B Scheduled Note Payment Date, and                 

o      any Note Principal Due Date,                                 

the Class B Note Principal Balance on that Payment Date.                        

"CLASS B NOTE INITIAL PRINCIPAL BALANCE" means $                 .  

"CLASS B NOTE INTEREST RATE" means a rate of ___% per annum above   
LIBOR.                                                                          

"CLASS B NOTE INTEREST SHORTFALL" means, with respect to any Payment
Date, the sum of                                                                

o     the excess, if any, of                                        

o     the Class B Interest Requirement for the preceding Payment    
Date, over                                              

o     the amount of interest paid on the Class B Notes for the      
preceding Payment Date, plus                            

-     interest on the amount of overdue interest owed to
          the Class B Noteholders on the preceding Payment Date,
       to the extent permitted by law, at the Class B Note
          Interest Rate from and including the preceding Payment
   Date to but excluding the current Payment Date.

"CLASS B NOTE PRINCIPAL BALANCE" means:                             

o     the Class B Note Initial Principal Balance, minus             

o     the aggregate amount of any principal allocations paid to     
the Class B Noteholders prior to such date.             

"CLASS B SCHEDULED NOTE PAYMENT DATE" means the _____ Payment Date. 

"CLASS C INTEREST REQUIREMENT" means, with respect to any Payment   
Date, the sum of:                                                               

o      the Class C Monthly Note Interest, and                       

o      the amount of any Class C Note Interest Shortfall.           

"CLASS C MONTHLY NOTE INTEREST" means the product of:               

o     the Class C Note Interest Rate for the related Note Interest  
Period,                                                 

o     a fraction,                                                   

 -     the numerator of which is the actual number of days
in such Note Interest Period and            

-     the denominator of which is 360, and              

o     the Class C Note Principal Balance on the related Record Date 
      or, with respect to the initial Payment Date, the Class C Note
Initial Principal Balance.                              

"CLASS C NOTEHOLDERS' PRINCIPAL DISTRIBUTION AMOUNT" means, with    
respect to any Payment Date on and after the earlier to occur of:               

o      the Class C Scheduled Note Payment Date, and                 

o      any Note Principal Due Date,                                 

the Class C Note Principal Balance on that Payment Date.                        

"CLASS C NOTE INITIAL PRINCIPAL BALANCE" means $             .      

"CLASS C NOTE INTEREST RATE" means a rate of ___% per annum above   
LIBOR.                                                                          

"CLASS C NOTE INTEREST SHORTFALL" means the sum of                  

o      the excess, if any, of                                       

-     the Class C Interest Requirement for the preceding
Payment Date, over                          

  -     the amount of interest paid on the Class C Notes for
the preceding Payment Date, plus            

-     interest on the amount of overdue interest owed to
            the Class C  Noteholders to the extent permitted by law,
             at the Class C Note Interest Rate from and including such
       preceding Payment Date to but excluding the current
Payment Date.                               

"CLASS C NOTE PRINCIPAL BALANCE" means:                             

o     the Class C Note Initial Principal Balance, minus             

o     the aggregate amount of any principal allocations paid to     
the Class C Noteholders prior to such date.             

"CLASS C SCHEDULED NOTE PAYMENT DATE" means the_____ Payment Date.  

"CONTROLLED ACCUMULATION AMOUNT" means the amount scheduled to be   
deposited in the Principal Funding Account on each Transfer Date during the     
Controlled Accumulation Period which is initially scheduled to be $_____        
but can become a larger amount if the Controlled Accumulation Period is         
shorter than twelve months.                                                     

"DEFAULT AMOUNT" means the amount of Receivables in Defaulted       
Accounts for any monthly period.                                                

"DISTRIBUTION DATE" means the 15th day of each month -- or, if that 
day is not a business day, the next succeeding business day -- on which         
distributions of interest or principal are to be made to                        
certificateholders, including the owner trust as holder of the Series           
Certificate.                                                                    

"EVENTS OF DEFAULT" means, with respect to the notes, those events  
described under "Description of the Notes--Events of Default" in this           
supplement.                                                                     

"EXCESS FINANCE CHARGE COLLECTIONS" means those finance charge      
collections described under "Description of the Series Certificate--Shared      
Excess Finance Charge Collections" in this supplement.                          

 "EXCESS SPREAD PERCENTAGE" means, with respect to any Monthly Period,
the amount, if any, by which the Portfolio Yield exceeds the Base Rate.         

 "FIXED ALLOCATION PERCENTAGE" means the Investor Percentage described
under "Description of the Series Certificate--Allocation Percentages" in        
this supplement.                                                                

"FLOATING ALLOCATION PERCENTAGE" means the Investor Percentage      
described under "Description of the Series Certificate--Allocation              
Percentages" in this supplement.                                                

"GROUP I" means the group of series under the master trust to which 
the Series Certificate for your series belongs.                                 

"INVESTOR INTEREST" means:                                          

o     the initial principal amount of the Series Certificate, minus 

o     the amount of principal previously paid to the owner trust    
as certificateholder, minus                             

o     the amount of unreimbursed Investor Charge-Off and            
Reallocated Principal Collections.                      

 "INVESTOR PRINCIPAL FUNDING INVESTMENT PROCEEDS" means the investment
earnings on funds in the Principal Funding Account, net of investment           
expenses and losses for a single monthly period.                                

"INVESTOR SERVICING FEE" means an amount equal to one-twelfth of    
the product of                                                                  

o     2.0%, and                                                     

o     the Adjusted Investor Interest as of the last day of the      
       Monthly Period preceding such Transfer Date; provided, however,
       with respect to the first Transfer Date, the Investor Servicing
Fee shall be equal to the product of                    

 -     a fraction, the numerator of which is the number of
             days from and including the Closing Date to and including
        the last day of the _________ Monthly Period and the
denominator of which is 360,                

-     2.0%, and                                         

-     the Investor Interest on the Closing Date.        

"LISTING AGENT" means Banque Generale du Luxembourg, S.A., 50 Avenue
J.F. Kennedy, L-2951, Luxembourg, phone number (352) 42421.                     

"NET CLASS C INTEREST REQUIREMENT" means:                           

o     the CLASS C INTEREST REQUIREMENt, minus                       

o     the investment earnings on amounts in the OWNER TRUST         
SPREAD ACCOUNT.                                         

"NET INVESTOR SERVICING FEE" means the share of the Investor        
Servicing Fee allocable to the Certificateholder with respect to any            
Transfer Date which is equal to one-twelfth of the product of                   

o     1.0%,  and                                                    

o     the Adjusted Investor Interest as of the last day of the      
Monthly Period preceding such Transfer Date;            

provided, however, that with respect to the first Transfer Date, the Net        
Investor Servicing Fee shall be equal to the product of                         

o     a fraction, the numerator of which is the number of days      
     from and including the Closing Date to and including the last
day of the _____ Monthly Period, and                    

o     the denominator of which is 360,                              

o     the Net Servicing Fee Rate, and                               

o     the Investor Interest on the Closing Date.                    

"NOTE DISTRIBUTION ACCOUNT" means an account in which payments made 
to the owner trust by the master trust with respect to the Series               
Certificate are deposited and from which payments to the noteholders are        
made.                                                                           

"NOTE DOCUMENTS" means the Indenture, the Trust Agreement and the   
Deposit and Administration Agreement.                                           

"NOTE INTEREST PERIOD" means, with respect to any Payment Date, the 
period from the previous Payment Date through the day preceding such            
Payment Date, except that the initial Note Interest Period will be the          
period from the Closing Date through the day preceding the initial Payment      
Date.                                                                           

"NOTE MATURITY DATE" means __________, 20xx, the final Payment Date 
on which payments may be made to the noteholders of your series.                

"NOTE PRINCIPAL DUE DATE" means any of (a) the date on which the    
master trust is terminated, (b) the date on which the Investor Interest is      
paid in full, (c) the Note Maturity Date, (d) the Payment Date on which the     
Transferor exercises its option to repurchase the Series Certificates and       
(e) the Payment Date in the month following the Monthly Period in which a       
Pay Out Event (including an Event of Default) occurs.                           

"NOTE RATE" means the interest rate per annum for a class of notes  
set forth under "Summary of Terms" in this supplement.                          

"OWNER TRUST SPREAD ACCOUNT" means the spread account maintained by 
the owner trust for the benefit of the Class C notes.                           

"OWNER TRUSTEE" means _____________, as Owner Trustee of the        
owner trust.                                                                    

"PAYMENT DATE" means the 15th day of each month - or, if that day is
not a business day, the next succeeding business day -- on which                
distributions of interest or principal are to be made to noteholders.           

"PAY OUT EVENT" means, for the Series Certificate of your series, 
any of the events described under "Description of the Series                    
Certificate--Pay Out Events" in this supplement.                                

"PORTFOLIO YIELD" means the annualized percentage equivalent of:    

o     a fraction, the numerator of which is the sum of              

-     collections of Finance Charge Receivables,        

-     Principal Funding Investment Proceeds, and        

    -     amounts withdrawn from the Accumulation Period Reserve
Account, and                                

deposited into the Finance Charge Account for such Monthly Period,              
calculated on a cash basis after subtracting the Investor Default Amount        
for such Monthly Period,                                                        

o     and the denominator of which is the Investor Interest as of   
     the close of business on the last day of such Monthly Period.

 "PRINCIPAL FUNDING INVESTMENT SHORTFALL" means, during the Controlled
Accumulation Period, a deficiency that occurs when the Principal Funding        
Investment Proceeds for such transfer date are less than the product of         

o     a fraction,                                                   

 -     the numerator of which is the actual number of days
in the related Note Interest Period; and    

-     the denominator of which is 360, times            

o     the weighted average of the                                   

-     Class A Note Interest Rate,                       

-     the Class B Note Interest Rate; and               

-     the Class C Note Interest Rate, times             

o     the balance in the Principal Funding Account as of the        
Record Date preceeding such Transfer Date.              

"QUARTERLY EXCESS SPREAD PERCENTAGE" means, with respect to any     
Monthly Period, the average of the current Excess Spread Percentage and the     
Excess Spread Percentages for the two immediately preceding Monthly             
Periods.                                                                        

"RAPID AMORTIZATION PERIOD" means, for the Series Certificate, a    
period:                                                                         

o     beginning on the day a Pay Out Event occurs or such other     
date as may be specified in this supplement, and        

o     ending on the earlier of:                                     

   -     the date on which the Investor Interest of the Series
Certificate has been paid in full or        

-     the Series Termination Date; and                  

during which the portion of collections of Principal Receivables allocable      
to the Series Certificate of your series will be paid on each Distribution      
Date to the owner trust as the holder of the Series Certificate.                

 "REALLOCATED PRINCIPAL COLLECTIONS" means those principal collections
allocated by the Servicer to pay interest on the Class A Notes and Class B      
Notes.                                                                          

"RECORD DATE" means the last business day of the calendar month     
before the Payment Date, as of which a noteholder must be the registered        
holder of a note to receive a payment on the following Payment Date.            

"REQUIRED ACCUMULATION PERIOD RESERVE ACCOUNT AMOUNT" means, with   
respect to any Transfer Date on or after which principal is deposited into      
the Accumulation Period Reserve Account, an amount equal to                     

o     the product of                                                

-     ___%,                                             

-     the Initial Investor Interest, and                

-     0.5%, or                                          

o     any other amount designated by the Transferor; provided,      
     that if the designation is of a lesser amount, the Transferor

-     provides to the Servicer and the Trustee evidence 
            that the Rating Agency Condition has been satisfied, and

   -     deliver to the Trustee a certificate of an authorized
           officer to the effect that, based on the facts known to
          such officer at such time, in the reasonable belief of
     the Transferor, such designation will not cause a
       Pay Out Event or an event that, after the giving of
            notice or the lapse of time, would cause a Pay Out Event
to occur with respect to Series 1999-[ ].   

 "REQUIRED OWNER TRUST SPREAD ACCOUNT AMOUNT" means the minimum amount
required to be held in the Owner Trust Spread Account for the benefit of        
the Class C Noteholders, equal to $___ unless the Quarterly Excess Spread       
Percentage:                                                                     

 o     is less than 4.50% per annum but greater than or equal to 3.50%
per annum, in which case the Required Owner Trust Spread
       Account Amount will be increased to an amount equal to % of the
Note Initial Principal Balance;                         

 o     is less than 3.50% per annum but greater than or equal to 2.50%
per annum, in which case the Required Owner Trust Spread
       Account Amount will be increased to an amount equal to % of the
Note Initial Principal Balance;                         

 o     is less than 2.50% per annum but greater than or equal to 1.50%
per annum, in which case the Required Owner Trust Spread
       Account Amount will be increased to an amount equal to % of the
Note Initial Principal Balance; and                     

o     is less than 1.50% per annum, in which case the Required Owner
  Trust Spread Account Amount will be increased to an amount
equal to % of the Note Initial Principal Balance.       

"RESERVE ACCOUNT FUNDING DATE" means the Transfer Date with respect 
to the Monthly Period which commences no later than three months prior to       
the commencement of the Controlled Accumulation Period, or an earlier date      
determined by the Servicer.                                                     

"SCHEDULED NOTE PAYMENT DATE" means the ___ Payment Date.           

 "SCHEDULED PRINCIPAL ALLOCATION COMMENCEMENT DATE" means the [      ]
Distribution Date.                                                              

 "SERVICER INTERCHANGE" means, for any Monthly Period, an amount equal
to:                                                                             

o     Finance Charge Receivables allocated to the Investor          
Interest with respect to that Monthly Period which are  
attributable to Interchange;                            

o     but not in excess of one-twelfth of the product of:           

   -     the Adjusted Investor Interest, as of the last day of
such Monthly Period; and                    

-     1.0%.                                             

"SHARED PRINCIPAL COLLECTIONS" means those principal collections    
described under "Description of the Series Certificate--Shared Principal        
Collections" in this supplement.                                                

"TRUST AGREEMENT" means the agreement under which the owner trust   
will be established to be entered into by Chase USA, as the Depositor, and      
____ as the Owner Trustee.                                                      

Part II     

Item 14.  Other Expenses of Issuance and Distribution                           

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

Registration Fee..................................      $278        
Printing and Engraving ...........................         *        
Trustee's Fees ...................................         *        
Legal Fees and Expenses ..........................         *        
Blue Sky Fees and Expenses .......................         *        
Accountants' Fees and Expenses ...................         *        
Rating Agency Fees ...............................         *        
Miscellaneous Fees ...............................                  
                                           ---------
Total........................................$        *   
                                           ===========

---------                                                                       

*to be provided by amendment.                                                   

Item 15.  Indemnification of Directors and Officers                             

Article IX of the By-laws of Chase Manhattan Bank USA, National     
Association ("Chase USA") provide that any person who was or is made a          
party or is threatened to be made a party to or is otherwise involved in        
any action, suit or proceeding, whether civil, criminal, administrative or      
investigative (a "proceeding"), by reason of the fact that he or she is or      
was a director or officer of Chase USA or is or was serving at the request      
of Chase USA as a director, officer, employee or agent or another               
corporation or of a partnership, joint venture, trust or other enterprise,      
including service with respect to an employee benefit plan (an                  
"indemnitee"), whether the basis for such proceeding is alleged action in       
an official capacity as a director, officer, employee or agent or in any        
other capacity while serving as a director, officer, employee or agent,         
shall be indemnified and held harmless by Chase USA to the fullest extent       
authorized by the Delaware General Corporation Law, as the same exists or       
may hereafter be amended (but, in the case of any such amendment, only to       
the extent that such amendment permits Chase USA to provide broader             
indemnification rights than permitted prior thereto), against all expense,      
liability and loss (including attorneys' fees, judgments, fines, ERISA          
excise taxes or penalties and amounts paid in settlement) reasonably            
incurred or suffered by such indemnitee in connection therewith and such        
indemnification shall continue as to an indemnitee who has ceased to be a       
director, officer, employee or agent and shall inure to the benefit of the      
indemnitee's heirs, executors and administrators; provided, however, that,      
except as provided in the second following paragraph with respect to            
proceedings to enforce rights to indemnification, Chase USA shall indemnify     
any such indemnitee in connection with a proceeding (or part thereof)           
initiated by such indemnitee only if such proceeding (or part thereof) was      
authorized by the board of directors of Chase USA.                              

The right to indemnification described in the immediately preceding   
paragraph shall include the right to be paid by Chase USA the expenses          
incurred in defending any proceeding for which such right to                    
indemnification is applicable in advance of its final disposition               
(hereafter an "advancement of expenses"); provided, however, that, if the       
Delaware General Corporation Law requires an advancement of expenses            
incurred by an indemnitee in his or her capacity as a director or officer       
(and not in any other capacity in which service was or is rendered by such      
indemnitee, including, without limitation, service to an employee benefit       
plan) shall be made only upon delivery to Chase USA of an undertaking           
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to          
repay all amounts so advanced if it shall ultimately be determined by final     
judicial decision from which there is no further right to appeal                
(hereinafter a "final adjudication") that such indemnitee is not entitled       
to be indemnified for such expenses under such Article IX or otherwise.         

The rights to indemnification and to the advancement of expenses    
described in the two preceding paragraphs are contract rights. If a claim       
under either of such paragraphs is not paid in full by Chase USA within         
sixty days after a written claim has been received by Chase USA except in       
the case of a claim for an advancement of expenses, in which case the           
applicable period shall be twenty days, the indemnitee may at any time          
thereafter bring suit against Chase USA to recover the unpaid amount of the     
claim. If successful in whole or in part in any such suit, or in a suit         
brought by Chase USA to recover an advancement of expenses pursuant to the      
terms of an undertaking, the indemnitee shall be entitled to be paid also       
the expense of prosecuting or defending such suit. In any suit brought b        
the indemnitee to enforce a right to indemnification under such Article IX      
(but not in a suit brought by the indemnitee to enforce a right to an           
advancement of expenses) it shall be a defense that, and in any suit by         
Chase USA to recover an advancement of expenses pursuant to the terms of an     
undertaking, Chase USA shall be entitled to recover such expense upon a         
final adjudication that, the indemnitee has not met any applicable standard     
for indemnification set forth in the Delaware General Corporation Law.          
Neither the failure of Chase USA (including its board of directors,             
independent legal counsel, or its stockholders) to have made a                  
determination prior to the commencement of such suit that indemnification       
of the indemnitee is proper in the circumstances because the indemnitee has     
met the applicable standard of conduct set forth in the Delaware General        
Corporation Law, nor an actual determination by Chase USA (including its        
board of directors, independent legal counsel, or its stockholders) that        
the indemnitee has not met such applicable standard of conduct shall create     
a presumption that the indemnitee has not met such applicable standard of       
conduct or, in the case of such a suit brought by the indemnitee, be a          
defense to such suit. In any suit brought by the indemnitee to enforce a        
right to indemnification or to an advancement of expenses under such            
Article IX, or by Chase USA to recover an advancement of expenses pursuant      
to the terms of an undertaking, the burden of proving that the indemnitee       
is not entitled to be indemnified, or to such advancement of expenses,          
under such Article IX or otherwise shall be on Chase USA.                       

Article IX of Chase USA's By-Laws also provides that the foregoing  
right of indemnification or reimbursement shall not be exclusive of other       
rights to which any person may be entitled under any statute, Articles of       
Association, by-law, agreement, or vote of stockholders of disinterested        
stockholders or otherwise. Section 145 of the Delaware General Corporation      
Law provides that a Delaware corporation must indemnify a director or           
officer who has defended successfully, on the merits or otherwise, any          
proceeding against him or any claim, matter or issue therein, for               
reasonable expenses actually incurred in such defense.                          

There are directors and officers liability insurance policies       
presently outstanding which insure directors and officers of Chase USA,         
Chase USA's parent and certain of its subsidiaries. The policies cover          
losses for which Chase USA, Chase USA's parent or any of those subsidiaries     
shall be required or permitted by law to indemnify directors and officers       
and which result from claims made against such directors or officers based      
upon the commission of wrongful acts in the performance of their duties.        
The policies also cover losses which the directors or officers must pay as      
the result of claims brought against them based upon the commission of          
wrongful acts in the performance of their duties and for which they are not     
indemnified by Chase USA, Chase USA's parent or any of those subsidiaries.      
The losses covered by the policies are subject to certain exclusions and do     
not include fines or penalties imposed by law or other matters deemed           
uninsurable under the law. The policies contain self-insured retention          
provisions.                                                                     

Item 16.  Exhibits and Financial Statement Schedules                            

(a)  Exhibits                                                       
1.1--Form of Underwriting Agreement for Certificates
      (incorporated by reference to Exhibit 1.1 to the
              Registration Statement on Form S-3 of Chemical Bank (No.
33- 94190)).*                             
1.2--Form of Underwriting Agreement for Notes.*     
      4.1--Amended and Restated Pooling and Servicing Agreement,
              dated as of June 1, 1996, among the Registrant, Chemical
     Bank and Chase USA of New York (incorporated by
            reference to Exhibit 4.2 to the Registration Statement
      on From S-3 of the Registrant (No. 333-04607)).*
         4.2--Form of Trust Agreement of Chase Credit Card Owner Trust
          199__ between the Transferor and the Owner Trustee.*
       4.3--Form of Deposit and Administration Agreement among the
         Transferor, the Administrator and Chase Credit Card
Owner Trust 199__.*                       
        4.4--Form of Indenture between Chase Credit Card Owner Trust
199__ and the Indenture Trustee *         
4.5--Form of Note (contained in Exhibit 4.4)*       
5.1--Opinion of Simpson Thacher & Bartlett.*        
      8.1--Opinion of Simpson Thacher & Bartlett with respect to
         certain tax matters(included in opinion to be filed
as Exhibit 5.1).*                         
  23.1--Consent of Simpson Thacher & Bartlett (included in
opinion to be filed as Exhibit 5.1).*     
24.1--Powers of Attorney.**                           
25.1--Form T-1 of Indenture Trustee *                 

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

*     to be filed by amendment                                                  
**    previously filed                                                          

(b)  Financial Statements                                           

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

Item 17.      Undertakings                                                      

The undersigned Registrants hereby undertake as follows:            

   (a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration         
 Statement: (i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (the "Act"); notwithstanding the      
foregoing, any increase or decrease in the volume of securities     
offered (if the total dollar value of securities offered would not  
exceed that which was registered) and any deviation from the low or 
high end of the estimated maximum offering range may be reflected in
 the form of prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more 
than 20 percent change in the maximum aggregate offering price set  
 forth in the "Calculation of Registration Fee" table in the effective
registration statement; (ii) to reflect in the prospectus any facts 
or events arising after the effective date of the Registration      
Statement (or the most recent post-effective amendment thereof)     
which, individually or in the aggregate, represent a fundamental    
change in the information set forth in the Registration Statement;  
 (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement 
or any material change to such information in the Registration      
Statement; provided, however, that (a)(i) and (a)(ii) will not apply
if the information required to be included in a post-effective      
amendment thereby is contained in periodic reports filed pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934  
that are incorporated by reference in this Registration Statement.  

    (b) That, for the purpose of determining any liability under
the Act, each such post-effective amendment shall be deemed to be a 
new Registration Statement relating to the securities offered       
therein, and the offering of such securities at that time shall be  
deemed to be the initial bona fide offering thereof.                

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

     (d) That, for purposes of determining any liability under the
Act, each filing of the Master Trust's annual report pursuant to    
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, 
where applicable, each filing of an employee benefit plan's annual  
report pursuant to Section 15(d) of the Securities Exchange Act of  
 1934) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the  
securities offered therein, and the offering of such securities at  
that time shall be deemed to be the initial bona fide offering      
thereof.                                                            

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

     (f) That, for purposes of determining any liability under the
Act, the information omitted from the form of prospectus filed as   
part of this Registration Statement in reliance upon Rule 430A and  
contained in a form of prospectus filed by the Registrants pursuant 
to Rule 424(b)(1) or (4) under the Act shall be deemed to be part of
this Registrant Statement as of the time it was declared effective. 

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

Signatures                                                                      

Pursuant to the requirements of the Securities Act of 1933, as      
amended, the Registrants certify that they have reasonable ground to            
believe that they meet all the requirements for filing on Form S-3 and have     
duly caused this Registration Statement to be signed on their behalf by the     
undersigned, thereunto duly authorized, in the City of Wilmington, State of     
Delaware, on June __, 1999                                                      

              CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION   
            as originator of the Trust

By: /s/ Keith Schuck
                  --------------------------------
Keith Schuck  
Controller    

          CHASE CREDIT CARD MASTER TRUST
       (Co-Registrant)
               By: The Chase Manhattan Bank,
                   in its capacity as Servicer

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

Pursuant to the requirements of the Securities Act of 1933, as      
amended, this Registration Statement has been signed on June __, 1999 by        
the following persons                                                           
in the capacities indicated.                                                    

Signatures                    Title                     
----------                    -----                     
*                                               
_________________________________         Chairman of the Board and Director    
Donald L. Boudreau                                      

*                                               
_________________________________         President (Chief Executive Officer)   
       and
Michael Barrett               Director                  

_________________________________         Director                              
Luke S. Hayden                                          

*                                               
_________________________________         Director                              
William H. Hoefling                                     

_________________________________         Director                              
Kevin T. Hurley                                         

*                                               
_________________________________         Director                              
Thomas Jacob                                            

*                                               
_________________________________         Director                              
John M. Nuzum                                           

*                                               
_________________________________         Director                              
Peter Schleif                                           

_________________________________         Director                              
Michael Urkowitz                                        

/s/ Keith Schuck                                                
_________________________________         Vice President and Controller (Chief  
     Keith Schuck                  Financial Officer and Principal
                       Accounting Officer)

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

*     The undersigned, by signing his name hereto, does hereby sign this        
Registration Statement on behalf of each of the above-indicated     
directors and officers of The Chase Manhattan Bank USA, National    
Association pursuant to powers of attorney signed by such directors 
and officers.                                                       

            /s/ Keith Schuck
                       _____________________________________
                Keith Schuck
                    Attorney-in-Fact

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-3/A’ Filing		Date		Other Filings
		8/31/16
		12/15/10		10-D,  8-K
		2/15/09
		9/15/08		10-D,  8-K
		8/15/08		10-D,  8-K
		10/15/07		10-D,  8-K
		7/31/07		10-D
		5/15/07		10-D,  8-K
		10/15/06
		9/15/06		10-D,  8-K
		7/17/06		10-D,  8-K
		7/15/06
		6/15/06		10-D,  8-K
		2/15/06		8-K,  8-K/A
		1/15/06
		8/15/05		8-K
		7/25/05
		5/31/05		8-K
		4/15/05		8-K
		3/15/05		424B5,  8-K
		2/15/05		8-K
		12/31/04		10-K
		10/15/04		8-K
		9/15/04		8-K
		6/15/04		8-K
		5/15/04
		3/15/04		8-K
		2/15/04
		1/31/04
		12/15/03		8-K
		11/17/03		8-K
		10/15/03		8-K
		9/15/03		8-K
		8/31/03
		8/1/03
		6/15/03
		5/15/03		8-K
		4/30/03
		4/15/03		8-K
		3/15/03
		2/15/03
		1/31/03
		1/15/03		8-K
		12/15/02
		11/25/02
		10/31/02
		9/15/02
		8/31/02
		8/15/02		8-K
		6/15/02
		5/15/02		8-K
		3/31/02
		11/30/01
		10/31/01
		7/31/01
		4/30/01
		2/15/01		8-K
		1/15/01
		12/31/00		10-K,  10-K405
		11/15/00		8-K
		10/15/00
		9/15/00		8-K
		8/15/00		8-K
		1/31/00
		12/31/99		10-K,  10-K/A,  10-K405
		9/30/99		8-K
		7/31/99
		6/30/99		8-K
Filed on:		6/16/99		8-K
		4/1/99
		3/31/99		10-K
		3/4/99
		2/26/99		8-K
		2/10/99
		1/1/99
		12/31/98		10-K
		11/24/98
		9/30/98
		9/24/98		424B5
		7/28/98
		5/1/98		8-K
		3/9/98
		2/12/98		8-K
		12/31/97		10-K,  NT 10-K
		12/23/97		8-K,  S-3
		12/22/97		424B2
		12/8/97
		9/30/97		8-K
		9/22/97
		8/18/97
		2/24/97
		12/31/96		10-K
		11/14/96
		9/1/96
		8/20/96
		6/1/96
		5/30/96		8-K
		1/23/96
		11/29/95
		11/21/95
		10/19/95
		9/27/95
				List all Filings