UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

 (Mark One)

   X       QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE
 -----     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2001, OR

           TRANSACTION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE
 -----     ACT OF 1934 FOR THE TRANSACTION PERIOD FROM ________ TO ________.

 SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VII        333-10524
 ------------------------------------------------       ------------
         (Exact name of registrant as                    Commission
          specified in its charter)                      file number


SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VII

     A Delaware Business Trust                           38-3082709
     -------------------------------                   -------------------
     (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                     Identification No.)

     c/o  Chase Manhattan Bank USA, National Association
     1201 Market Street
     Wilmington, Delaware                                   19801
     ----------------------------------------             ----------
     (Address of principal executive offices)             (Zip Code)

     Registrants' telephone number,
     including area code                                (302) 428-3375
                                                        --------------



     Securities registered pursuant to Section 12 (b) of the Act:  (None).
     Section 12 (g) of the Act:  (None).

Indicate by check mark whether each of the registrants (1) has filed all reports
required to be filed by Section 13 of the Securities Exchange Act of 1934 during
the  preceding 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days. Yes X No   .
                         ---  ---

This  quarterly  report,  filed pursuant to Rule 13a-13 of the General Rules and
Regulations under the Securities Exchange Act of 1934, consists of the following
information as specified in Form 10-Q:


<PAGE>




                          PART I. FINANCIAL INFORMATION

The  required  information  is  given as to the  registrants  as shown on page 1
herein.


ITEM 1.  FINANCIAL STATEMENTS

     1.   Statement of Assets, Liabilities and Equity, as of March 31, 2001.

     2.   Statement of Distributable Income for the Three Months ended March 31,
          2001.

     3.   Notes to Financial Statements.


The above  described  Financial  Statements  for the  registrants  are submitted
herewith as Exhibit 20.1.

In the opinion of  management,  the  interim  financial  statements  reflect all
adjustments,  consisting of normal  recurring  items,  which are necessary for a
fair presentation of the results for the interim periods presented.

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



                                     PART II



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS


The Trust was  formed  pursuant  to a trust  agreement  between  Wholesale  Auto
Receivables  Corporation  (the "Seller") and Chase Manhattan Bank USA,  National
Association,  as Owner Trustee for Superior Wholesale  Inventory Financing Trust
VII. The Trust acquired certain eligible wholesale finance  receivables from the
Seller in the  aggregate  amount as shown below in exchange  for  floating  rate
Asset-Backed  Notes and floating  rate  Asset-Backed  Certificates  representing
undivided  interests  in the  Trust.  The  Trust's  property  includes a pool of
wholesale   receivables   generated  in  a  portfolio  of  revolving   financing
arrangements with dealers to finance inventories of new and used automobiles and
light trucks, certain monies due or received thereunder, basis swaps and certain
other property.

                                       2
<PAGE>




                                 Initial
               Date of          Wholesale
               Sale and          Finance
               Servicing          Sale         Asset-Backed      Asset-Backed
 Trust         Agreement         Amount           Notes          Certificates
--------       ----------      ----------      ------------       -----------
                               (millions)        (millions)        (millions)

Superior       March 15, 2001     $2,875.0     Term Notes, $2,000.0   $125.0
Wholesale                                      2001-A
Inventory
Financing                                      Term Notes, $  750.0
Trust VII                                      2001-B



General Motors Acceptance  Corporation ("GMAC"), the originator of the wholesale
receivables,  continues  to service the  receivables  for the Trust and receives
compensation and fees for such services.  Investors receive payments of interest
for each type of note and  certificate at a floating  interest rate and are paid
interest monthly.



                           PART II. OTHER INFORMATION



ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

                  (a)  Exhibit(s):

                    20.1 Superior  Wholesale   Inventory   Financing  Trust  VII
                         Financial  Statements  for the  Period  March 15,  2001
                         (inception) through March 31, 2001.



                  (b)  Reports on Form 8-K:

                    Currentreports on Form 8-K dated March 8, 2001 and March 30,
                    2001,  reporting matters under Items 5 and 7,  respectively,
                    were filed during the first quarter ended March 31, 2001.

                                       3
<PAGE>




                                    SIGNATURE


Pursuant to the  requirements  of Section 13 of the  Securities  Exchange Act of
1934,  the Owner  Trustee has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.




                              SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VII




                              by: Chase Manhattan Bank USA, National Association
                              --------------------------------------------------
                                  (Owner  Trustee,  not  in its
                                   individual    capacity   but
                                   solely as Owner  Trustee  on
                                   behalf of the Issuer.)


                              s\ DENIS KELLY
                              ------------------------
                                  Denis Kelly
                              Assistant Vice President



Date:  May 9, 2001
       ------------


                                       4
<PAGE>









                                                                    Exhibit 20.1
                                                                    Page 1 of 4


                SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VII

                 STATEMENT OF ASSETS, LIABILITIES AND EQUITY




                                                     March 31, 2001
                                                ------------------------
                                                (in millions of dollars)
ASSETS

Receivables (Note 2) ....................            $2,875.0
                                                     --------

TOTAL ASSETS ............................            $2,875.0
                                                     ========


LIABILITIES AND EQUITY (Notes 2 and 3)


Asset-Backed Term Notes .................            $2,750.0

Asset-Backed Certificates(Equity) .......               125.0
                                                     --------

TOTAL LIABILITIES AND EQUITY.............            $2,875.0
                                                     ========

Reference should be made to the Notes to Financial Statements.


<PAGE>



                                                                    Exhibit 20.1
                                                                    Page 2 of 4


                SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VII

                      STATEMENT OF DISTRIBUTABLE INCOME





                                       Three Months Ended
                                          March 31, 2001 *
                                      ------------------------
                                      (in millions of dollars)
Distributable Income

  Allocable to Interest .....                $  0.0
                                             -------

Distributable Income ........                $  0.0
                                             =======

Income Distributed ..........                $  0.0
                                             =======



* Represents the period March 15, 2001 (inception) through March 31, 2001.


Reference should be made to the Notes to Financial Statements.


<PAGE>



                                                                    Exhibit 20.1
                                                                    Page 3 of 4

                SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VII

                        NOTES TO FINANCIAL STATEMENTS

NOTE 1.  BASIS OF ACCOUNTING

The financial  statements of Superior  Wholesale  Inventory  Financing Trust VII
(the "Trust") are prepared on the basis of cash receipts and cash disbursements.
Such  financial   statements  differ  from  financial   statements  prepared  in
accordance with accounting principles generally accepted in the United States of
America in that  interest  income and the  related  assets are  recognized  when
received  rather  than  when  earned  and   distributions   to  Noteholders  and
Certificateholders  are  recognized  when paid rather  than when the  respective
obligation is incurred. Certain expenses of the Trust are paid by Wholesale Auto
Receivables Corporation (the "Seller").

The Trust uses basis swaps to alter its interest  rate  exposure.  The swaps are
executed as an integral  element of a specific  investment  transaction.  As the
Trust's financial statements are prepared on the basis of cash receipts and cash
disbursements,  the  impact of the basis  swaps is  reflected  in the cash flows
shown in the Statement of Distributable Income.

NOTE 2.  SALE OF NOTES AND CERTIFICATES

On March 15, 2001, the Trust acquired the Seller's right,  title and interest in
wholesale  finance  receivables   totaling  $2,875.0  million  in  exchange  for
Asset-Backed  Notes  representing  indebtedness  of the Trust  and  Asset-Backed
Certificates  representing equity interests in the Trust. The Asset-Backed Notes
include $2,000.0  million Floating Rate Asset Backed Term Notes,  Series 2001-A,
and $750.0 million  Floating Rate Asset Backed Term Notes,  Series  2001-B.  The
Floating  Rate Asset  Backed  Certificates  totaled  $125.0  million.  The Trust
property includes certain eligible receivables in accounts included in a pool of
accounts,  certain  receivables  generated under each such accounts from time to
time secured by new and used automobiles and light trucks, certain monies due or
received thereunder, basis swaps and certain other property.

NOTE 3.  PRINCIPAL AND INTEREST PAYMENTS

In the ordinary  course of business,  no principal  payments will be made on the
Floating Rate Asset Backed Term Notes,  Series  2001-A,  the Floating Rate Asset
Backed  Term  Notes,   Series   2001-B  and  the  Floating   Rate  Asset  Backed
Certificates,  Class 2001-A until the Targeted Final  Distribution Date for each
series.

The Targeted  Final  Distribution  Date for the Floating  Rate Asset Backed Term
Notes,  Series 2001-A, the Floating Rate Asset Backed Term Notes,  Series 2001-B
and the Floating  Rate Asset Backed  Certificates,  Class 2001-A are as follows,
respectively: March 2004, June 2001, and June 2004.


<PAGE>



                                                                    Exhibit 20.1
                                                                    Page 4 of 4


                SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VII

                  NOTES TO FINANCIAL STATEMENTS (concluded)


NOTE 3.  PRINCIPAL AND INTEREST PAYMENTS (concluded)


Payments of  interest  on the  Floating  Rate Asset  Backed  Term Notes,  Series
2001-A,  Floating Rate Asset Backed Term Notes,  Series 2001-B and Floating Rate
Asset Backed  Certificates,  Class 2001-A, are made on the fifteenth day of each
month or, if any such day is not a Business Day, on the next succeeding Business
Day,  (each,  a "Monthly  Distribution  Date"),  commencing  April 16, 2001 (the
"Initial Distribution Date").

The Floating Rate Asset Backed Term Notes,  Series  2001-A  interest rate equals
the USD One-Month  London  Interbank  Offer Rate (LIBOR) plus 9 basis points per
annum for each Monthly Distribution Date. Interest on the Term Notes will accrue
from,  and  including,  the  most  recent  Monthly  Distribution  Date  to,  but
excluding, the current Monthly Distribution Date.

The Floating Rate Asset Backed Term Notes,  Series  2001-B  interest rate equals
the  USD  One-Month  LIBOR  plus 5 basis  points  per  annum  for  each  Monthly
Distribution  Date.  Interest on the Term Notes will accrue from, and including,
the most recent Monthly Distribution Date to, but excluding, the current Monthly
Distribution Date.

The Floating Rate Asset Backed  Certificates,  Class 2001-A interest rate equals
the USD  One-Month  LIBOR  plus 40 basis  points  per  annum  for  each  Monthly
Distribution Date. Interest on the Certificates accrues from, and including, the
most recent Monthly  Distribution  Date to, but excluding,  the current  Monthly
Distribution Date.


NOTE 4.  FEDERAL INCOME TAX

The Trust is  classified  as a  partnership,  and  therefore is not taxable as a
corporation for U.S. federal income tax purposes. Each Noteholder, by acceptance
of a Note,  agrees to treat the Note as  indebtedness  in the Trust for federal,
state and local income and franchise tax purposes.  Each  certificateholder,  by
acceptance  of a  certificate,  agrees  to  treat  the  certificates  as  equity
interests in the Trust for federal,  state and local  income and  franchise  tax
purposes.  A portion of the certificates was issued to the Seller on the closing
date.

NOTE 5.  SUBSEQUENT EVENTS

On May 1, 2001,  the Trust  began  accumulating  principal  collections  for the
purpose of repaying the  principal on the Floating Rate Asset Backed Term Notes,
Series 2001-B on their targeted Final Distribution Date.