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 SEPTEMBER 30, 1996, 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 I      33-50323
      SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II     33-50323
      SUPERIOR WHOLESALE INVENTORY FINANCING TRUST III    33-50323
      -----------------------------------------------   ------------
            (Exact name of registrant as                Commission
              specified in its charter)                 file number

SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I

      A Delaware Business Trust                       51-6189382
      -------------------------------             -------------------
      (State or other jurisdiction of             (I.R.S. Employer
      incorporation or organization)              Identification No.)

      c/o  Citibank Delaware
      One Penn's Way
      Newcastle, Delaware                               19720
      ----------------------------------------        ----------
      (Address of principal executive offices)        (Zip Code)

      Registrants' telephone number,
      including area code                             (302) 323-3973
                                                      --------------

SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II

      A Delaware Business Trust                       51-0368463
      -------------------------------             -------------------
      (State or other jurisdiction of             (I.R.S. Employer
      incorporation or organization)              Identification No.)

      c/o  The Chase Manhattan Bank (USA)
      802 Delaware Avenue
      Wilmington, Delaware                              19801
      ----------------------------------------        ----------
      (Address of principal executive offices)        (Zip Code)

      Registrants' telephone number,
      including area code                             (302) 575-5022
                                                      --------------

<PAGE>

SUPERIOR WHOLESALE INVENTORY FINANCING TRUST III

      A Delaware Business Trust                       51-6504027
      -------------------------------             -------------------
      (State or other jurisdiction of             (I.R.S. Employer
      incorporation or organization)              Identification No.)

      c/o  The Chase Manhattan Bank (USA)
      802 Delaware Avenue
      Wilmington, Delaware                              19801
      ----------------------------------------        ----------
      (Address of principal executive offices)        (Zip Code)

      Registrants' telephone number,
      including area code                             (302) 575-5022
                                                      --------------


      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 .
<PAGE>

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:



                       PART I.  FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS



     1.    Statement of Assets, Liabilities and  Equity,  September  30,  1996,
           December 31, 1995 and September 30, 1995.

     2.    Statement of Distributable Income for the Nine Months ended September
           30, 1996 and 1995.

     3.    Notes to Financial Statements.


The above  described  Financial  Statements  for the  registrants  are submitted
herewith as Exhibits 20.1, 20.2 and 20.3.

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.
                       ______________________________



                                    - 2 -
<PAGE>


                                   PART II



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


The Trusts were formed pursuant to individual trust agreements between Wholesale
Auto  Receivables  Corporation  (the "Seller") and Citibank  Delaware,  as Owner
Trustee  for  Superior  Wholesale  Inventory  Financing  Trust I and  The  Chase
Manhattan  Bank  (USA),  as  Owner  Trustee  for  Superior  Wholesale  Inventory
Financing Trust II and Superior  Wholesale  Inventory  Financing Trust III. Each
Trust  has  issued  the   following   floating  rate   Asset-Backed   Notes  and
Certificates,  and acquired certain eligible wholesale finance  receivables from
the Seller in the aggregate  amounts as shown below in exchange for Asset-Backed
Notes and Asset-Backed  Certificates representing undivided interests in each of
the  respective  Trusts.  Each  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 and
collections thereon and certain other property.

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

Superior    January 25, 1994    $2,232.3     Term Notes  $1,250.0     $132.0
Wholesale
Inventory                                    Revolving
Financing                                    Notes       $  850.3
Trust I
 
Superior    August 22, 1995     $1,889.5     Term Notes  $1,000.0     $ 72.8
Wholesale
Inventory                                    Revolving   $  816.7
Financing                                    Notes
Trust II

Superior    April 11, 1996      $1,918.2     Term Notes  $  500.0     $ 79.0
Wholesale
Inventory                                    Revolving   $1,339.2
Financing                                    Notes
Trust III


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


                                    - 3 -

<PAGE>


                         PART II  OTHER INFORMATION



ITEM 6.  EXHIBITS AND OTHER REPORTS ON FORM 8-K

      (a)  Exhibits:

         20.1  Superior Wholesale Inventory Financing   Trust  I   Financial
               Statements for the Nine Months Ended September 30, 1996 and 1995.

         20.2  Superior Wholesale Inventory Financing   Trust  II  Financial
               Statements for the Nine Months Ended  September  30, 1996 and the
               period August 22, 1995 (inception) through September 30, 1995.

         20.3  Superior Wholesale Inventory Financing Trust III Financial
               Statements for the period April 11, 1996 (inception)
               through September 30, 1996.


      (b)  Reports on Form 8-K:

           No   current   reports   on  Form  8-K  have  been   filed  by  the
           abovementioned Trust during the quarter ended September 30, 1996.





                       ______________________________



                                    - 4 -


<PAGE>

                                 SIGNATURES

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



            SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I




                        by:  Citibank Delaware
                        -----------------------------
                           (Owner Trustee, not in
                            its individual capacity
                            but solely as Owner
                            Trustee on behalf of
                            the Issuer.)




                        s\   Michael Migliore
                        -----------------------------
                        Vice President and Trust Officer
 




            SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II




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


                        s\   John Mack
                        -----------------------------
                             Second Vice President





                                    - 5 -

<PAGE>

SUPERIOR WHOLESALE INVENTORY FINANCING TRUST III




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


                        s\   John Mack
                        -----------------------------
                             Second Vice President





Date:  November 13, 1996
       -----------------



                                    - 6 -
<PAGE>

                                                                Exhibit 20.1
                                                                 Page 1 of 4


                SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I

                 STATEMENT OF ASSETS, LIABILITIES AND EQUITY





 
                                             Sept. 30,  Dec. 31,  Sept. 30,
                                               1996       1995      1995
                                             --------   --------  --------
                                                (in millions of dollars)
ASSETS

Receivables (Note 2) ....................    $2,109.7   $2,632.0  $2,376.4
                                             --------   --------  --------

TOTAL ASSETS ............................    $2,109.7   $2,632.0  $2,376.4
                                             ========   ========  ========
 

LIABILITIES (NOTES 2 and 3)


Asset-Backed Term Notes .................    $1,250.0   $1,250.0  $1,250.0
 

Asset-Backed Revolving Notes ............       727.7    1,250.0     994.4
                                             --------   --------  --------
TOTAL LIABILITIES .......................     1,977.7    2,500.0   2,244.4
 


EQUITY
 
Asset-Backed Certificates (NOTES 2 and 3)       132.0      132.0     132.0
                                             --------   --------  --------

TOTAL LIABILITIES AND EQUITY ............    $2,109.7   $2,632.0  $2,376.4
                                             ========   ========  ========


Reference should be made to the Notes to Financial Statements.

<PAGE>


                                                                Exhibit 20.1
                                                                 Page 2 of 4



                SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I

                      STATEMENT OF DISTRIBUTABLE INCOME





                                             Period Ended Sept. 30
                                    Third Quarter              Nine Months
                                   ---------------           --------------
                                   1996       1995           1996      1995
                                   ----       ----           ----      ----
                                           (in millions of dollars)
Distributable Income

  Allocable to Interest .....    $ 31.1      $ 40.0        $105.7    $121.0
                                 ------      ------        ------    ------

Distributable Income ........    $ 31.1      $ 40.0        $105.7    $121.0
                                 ======      ======        ======    ======

Income Distributed ..........    $ 31.1      $ 40.0        $105.7    $121.0
                                 ======      ======        ======    ======



 



Reference should be made to the Notes to Financial Statements.

<PAGE>



                                                                Exhibit 20.1
                                                                 Page 3 of 4

                SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I

                        NOTES TO FINANCIAL STATEMENTS

NOTE 1.  BASIS OF ACCOUNTING

The financial  statements of Superior Wholesale Inventory Financing Trust I (the
"Trust") are prepared on the basis of cash receipts and cash disbursements. Such
financial  statements  differ from financial  statements  prepared in accordance
with generally  accepted  accounting  principles 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").


NOTE 2.  SALE OF NOTES AND CERTIFICATES

On January 25, 1994, the Trust acquired the Seller's  right,  title and interest
in wholesale finance receivables  totaling  approximately  $2,232.3 million from
the  Seller  in  exchange  for two  types  of  Asset-Backed  Notes  representing
indebtedness of the Trust of $1,250.0 million  Floating Rate Term Notes,  $850.3
million   Floating  Rate  Revolving   Notes  and  $132.0  million   Asset-Backed
Certificates  representing  equity  interests in the Trust.  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, an interest rate swap and certain other property.


NOTE 3.  PRINCIPAL AND INTEREST PAYMENTS

In the ordinary  course of business,  no principal  payments will be made on the
Term Notes until the commencement of the Wind Down Period (January 1997). During
the  Revolving  Period,  the  Trust  will  make  payments  of  principal  on, or
additional  borrowings (up to the Maximum Revolver Balance) under, the Revolving
Notes on a daily basis.

The  then-unpaid  principal  balance of the Term  Notes,  Revolving  Notes,  and
Certificates will be payable on January 15, 1999.

Payments of  interest on the  existing  Notes and  Certificates  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 "Distribution Date"), commencing February
15, 1994 (the "Initial Distribution Date").

The Term Notes  interest  rate equals  LIBOR plus 15 basis  points per annum for
each  Distribution  Date.  Interest  on the Term Notes  will  accrue  from,  and
including,  the most recent  Distribution  Date to, but  excluding,  the current
Distribution Date. The Term Noteholders  received interest at a weighted average
rate of 5.442  percent per annum from  January 25, 1994  through  September  15,
1996.

<PAGE>


                                                                Exhibit 20.1
                                                                 Page 4 of 4


                SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I

                  NOTES TO FINANCIAL STATEMENTS (concluded)

NOTE 3.  PRINCIPAL AND INTEREST PAYMENTS (concluded)

The  Revolving  Notes  interest rate equals LIBOR plus 30 basis points per annum
for each  Distribution  Date.  Interest on the  Revolving  Notes  accrue for the
Collection Period (calendar month) immediately preceding each Distribution Date.
The Revolving  Noteholders received interest at a weighted average rate of 5.685
percent per annum from January 25, 1994 through August 31, 1996.

The  Certificates  interest rate equals LIBOR plus 45 basis points per annum for
each  Distribution  Date.  Interest  on  the  Certificates   accrues  from,  and
including,  the most recent  Distribution  Date to, but  excluding,  the current
Distribution  Date.  The  Certificateholders  received  interest  at a  weighted
average rate of 5.742 percent per annum from January 25, 1994 through  September
15, 1996. The final scheduled  distribution date for the Certificates is January
15, 1999.


NOTE 4.  FEDERAL INCOME TAX

The Trust is  classified  as a  partnership,  and  therefore is not taxable as a
corporation   for   federal   income   tax   purposes.   Each   Noteholder   and
Certificateholder,  by acceptance of a Note or Certificate,  agrees to treat the
Note as indebtedness  and the Certificate as an equity interest in the Trust for
federal, state and local income and franchise tax purposes.
<PAGE>

                                                                Exhibit 20.2
                                                                 Page 1 of 4


               SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II

                 STATEMENT OF ASSETS, LIABILITIES AND EQUITY





 
                                           Sept. 30,   Dec. 31,   Sept. 30,
                                             1996        1995       1995
                                           --------    -------    --------
                                               (in millions of dollars)
 
 ASSETS

 Receivables (Note 2) ................     $1,734.3    $2,072.8  $1,914.9
                                           --------    --------  --------
 
 TOTAL ASSETS ........................     $1,734.3    $2,072.8  $1,914.9
                                           ========    ========  ========
 

 LIABILITIES (NOTES 2 and 3)


 Asset-Backed Term Notes .............    $1,000.0    $1,000.0   $1,000.0
 
 Asset-Backed Revolving Notes ........       661.5     1,000.0      842.8
                                          --------    --------   -------- 
TOTAL LIABILITIES ...................      1,661.5     2,000.0    1,842.1



 EQUITY
 
 Asset-Backed Certificates (NOTES 2 and 3)    72.8        72.8       72.8
                                          --------    --------   --------

 TOTAL LIABILITIES AND EQUITY ........    $1,734.3    $2,072.8   $1,914.9
                                          ========    ========   ========


 Reference should be made to the Notes to Financial Statements.

<PAGE>

                                                                Exhibit 20.2
                                                                 Page 2 of 4



               SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II

                      STATEMENT OF DISTRIBUTABLE INCOME




                                        Period Ended Sept. 30
                                   Third Quarter            Nine Months
                                  ---------------          -------------
                                  1996       1995*         1996     1995*
                                  ----       ----          ----     ----
                                        (in millions of dollars)
 Distributable Income

   Allocable to Interest .....  $ 25.6     $  5.7        $ 84.9   $  5.7
                                ------     ------        ------   ------
 
 Distributable Income ........  $ 25.6     $  5.7        $ 84.9   $  5.7
                                ======     ======        ======   ======

 Income Distributed ..........  $ 25.6     $  5.7        $ 84.9   $  5.7
                                ======     ======        ======   ======

* Represents the period August 22, 1995 (inception) through September 30, 1995.


Reference should be made to the Notes to Financial Statements.

<PAGE>

                                                                Exhibit 20.2
                                                                 Page 3 of 4

               SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II

                        NOTES TO FINANCIAL STATEMENTS

NOTE 1.  BASIS OF ACCOUNTING

The financial statements of Superior Wholesale Inventory Financing Trust II (the
"Trust") are prepared on the basis of cash receipts and cash disbursements. Such
financial  statements  differ from financial  statements  prepared in accordance
with generally  accepted  accounting  principles 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").


NOTE 2.  SALE OF NOTES AND CERTIFICATES

On August 22, 1995, the Trust acquired the Seller's right, title and interest in
wholesale finance receivables totaling  approximately  $1,889.5 million from the
Seller in exchange for two types of Asset-Backed Notes representing indebtedness
of the Trust of  $1,000.0  million  Floating  Rate Term  Notes,  $816.7  million
Floating  Rate  Revolving  Notes and  $72.8  million  Asset-Backed  Certificates
representing  equity interests in the Trust. 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, an interest rate swap and certain other property.

The terms of the sale  transaction  include a revolving  and a wind down period.
The  revolving  period  began on August 18,  1995 and the wind down  period will
begin  on  the  day  immediately   following  the  scheduled   revolving  period
termination date. The scheduled  revolving period  termination  date,  initially
June 30, 1996, will automatically be extended to the last day of each succeeding
month (but not beyond  June 30,  1998)  unless  GMAC  gives  notice  that it has
elected not to cause such extension.


NOTE 3.  PRINCIPAL AND INTEREST PAYMENTS

In the ordinary  course of business,  no principal  payments will be made on the
Term Notes until the commencement of the Wind Down Period.  During the Revolving
Period,  the Trust will make payments of principal on, or additional  borrowings
(up to the Maximum  Revolver  Balance)  under,  the  Revolving  Notes on a daily
basis.

The  then-unpaid  principal  balance of the Term  Notes,  Revolving  Notes,  and
Certificates will be payable on August 15, 2000.

Payments of  interest on the  existing  Notes and  Certificates  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  "Distribution  Date"),   commencing
September 15, 1995 (the "Initial Distribution Date").

<PAGE>

                                                                Exhibit 20.2
                                                                 Page 4 of 4


                SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II

                   NOTES TO FINANCIAL STATEMENTS (concluded)

NOTE 3.  PRINCIPAL AND INTEREST PAYMENTS (concluded)

The Term Notes  interest  rate equals  LIBOR plus 13 basis  points per annum for
each  Distribution  Date.  Interest  on the Term Notes  will  accrue  from,  and
including,  the most recent  Distribution  Date to, but  excluding,  the current
Distribution Date. The Term Noteholders  received interest at a weighted average
rate of 5.745 percent per annum from August 22, 1995 through September 15, 1996.

The  Revolving  Notes  interest rate equals LIBOR plus 28 basis points per annum
for each  Distribution  Date.  Interest on the  Revolving  Notes  accrue for the
Collection Period (calendar month) immediately preceding each Distribution Date.
The Revolving  Noteholders received interest at a weighted average rate of 5.907
percent per annum from August 22, 1995 through August 31, 1996.

The  Certificates  interest rate equals LIBOR plus 30 basis points per annum for
each  Distribution  Date.  Interest  on  the  Certificates   accrues  from,  and
including,  the most recent  Distribution  Date to, but  excluding,  the current
Distribution  Date.  The  Certificateholders  received  interest  at a  weighted
average rate of 5.915  percent per annum from August 22, 1995 through  September
15, 1996. The final scheduled  distribution  date for the Certificates is August
15, 2000.


NOTE 4.  FEDERAL INCOME TAX

The Trust is  classified  as a  partnership,  and  therefore is not taxable as a
corporation   for   federal   income   tax   purposes.   Each   Noteholder   and
Certificateholder,  by acceptance of a Note or Certificate,  agrees to treat the
Note as indebtedness  and the Certificate as an equity interest in the Trust for
federal, state and local income and franchise tax purposes.

<PAGE>
                                                                Exhibit 20.3
                                                                 Page 1 of 4


               SUPERIOR WHOLESALE INVENTORY FINANCING TRUST III

                 STATEMENT OF ASSETS, LIABILITIES AND EQUITY





 
                                                           Sept. 30,
                                                             1996
                                                           --------
                                                   (in millions of dollars)
 
         ASSETS

         Receivables (Note 2) ................            $1,791.9
                                                          --------
 
         TOTAL ASSETS ........................            $1,791.9
                                                          ========
 

         LIABILITIES (NOTES 2 and 3)


         Asset-Backed Term Notes .............            $  500.0
 
         Asset-Backed Revolving Notes ........             1,212.9
                                                          --------
         TOTAL LIABILITIES ...................            $1,712.9



         EQUITY
 
         Asset-Backed Certificates (NOTES 2 and 3)            79.0
                                                          --------

         TOTAL LIABILITIES AND EQUITY ........            $1,791.9
                                                          ========


         Reference should be made to the Notes to Financial Statements.

<PAGE>


                                                                Exhibit 20.3
                                                                 Page 2 of 4



               SUPERIOR WHOLESALE INVENTORY FINANCING TRUST III

                      STATEMENT OF DISTRIBUTABLE INCOME






                                              Period Ended Sept. 30, 1996
                                             Third Quarter     Nine Months*
                                             -------------     -----------
                                               (in millions of dollars)
 
         Distributable Income

           Allocable to Interest .....          $ 23.4           $ 36.0
                                                ------           ------

         Distributable Income ........          $ 23.4           $ 36.0
                                                ======           ======

         Income Distributed ..........          $ 23.4           $ 36.0
                                                ======           ======

         * Represents the period April 11, 1996(inception) through
         September 30, 1996.

         Reference should be made to the Notes to Financial Statements.

<PAGE>


                                                                Exhibit 20.3
                                                                 Page 3 of 4

               SUPERIOR WHOLESALE INVENTORY FINANCING TRUST III

                        NOTES TO FINANCIAL STATEMENTS

NOTE 1.  BASIS OF ACCOUNTING

The financial  statements of Superior  Wholesale  Inventory  Financing Trust III
(the "Trust") are prepared on the basis of cash receipts and cash disbursements.
Such  financial   statements  differ  from  financial   statements  prepared  in
accordance with generally accepted accounting principles 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").

NOTE 2.  SALE OF NOTES AND CERTIFICATES

On April 11, 1996, the Trust acquired the Seller's right,  title and interest in
wholesale finance receivables totaling  approximately  $1,918.2 million from the
Seller in exchange for two types of Asset-Backed Notes representing indebtedness
of the Trust and Asset-Backed  Certificates representing equity interests in the
Trust.  The  Asset-Backed  Notes include $500.0 million floating rate term notes
and $1,339.2 million floating rate revolving notes ($1,000.0  million  Revolving
Notes Series 1996-RN1 and $500.0 million Revolving Notes Series  1996-RN2).  The
Asset-Backed  Certificates  totaled $79.0  million.  On July 24, 1996, the Trust
issued $278.7 million  Revolving  Notes,  Series 1996-RN3 in exchange for $647.7
million  Revolving  Notes,  Series 1996-RN1 and $869.0 million  Revolving Notes,
Series 1996-RN4 in exchange for $500.0 million Revolving Notes,  Series 1996-RN2
(collectively,  the "Revolving  Notes").  No additional equity certificates were
issued  for this  transaction.  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,  an
interest rate swap and certain other property.

NOTE 3.  PRINCIPAL AND INTEREST PAYMENTS

In the ordinary  course of business,  no principal  payments will be made on the
Term Notes until the commencement of the Wind Down Period.  During the Revolving
Period,  the Trust will make payments of principal on, or additional  borrowings
(up to the Maximum  Revolver  Balance)  under,  the  Revolving  Notes on a daily
basis.

The then-unpaid principal balance of the Term Notes will be payable on March 15,
2001  and  the  then-unpaid   principal  balance  of  the  Revolving  Notes  and
Certificates will be payable on April 15, 2003.

Payments of interest on the Revolving  Notes,  Series 1996-RN3 and  Certificates
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  "Distribution
Date").  Payments of interest on the Term Notes are made on the fifteenth day of
March,  June,  September and December or, if any such day is not a Business Day,
on the next  succeeding  Business  Day.  Payments of  interest on the  Revolving
Notes, Series 1996-RN4 are made on the fifteenth day of January, April, July and
October  or,  if any  such day is not a  Business  Day,  on the next  succeeding
Business Day.

<PAGE>


                                                                Exhibit 20.3
                                                                 Page 4 of 4


                SUPERIOR WHOLESALE INVENTORY FINANCING TRUST III

                   NOTES TO FINANCIAL STATEMENTS (concluded)

NOTE 3.  PRINCIPAL AND INTEREST PAYMENTS (concluded)

The Term Notes  interest rate equals an average of the Federal Funds Weekly Rate
plus 26 basis points per annum for each Distribution Date.  Interest on the Term
Notes will accrue from, and including, the most recent Distribution Date to, but
excluding, the current Distribution Date. The Term Noteholders received interest
at a weighted  average  rate of 5.536  percent  per annum  from  April 11,  1996
through September 15, 1996.

The  Revolving  Notes RN-3  interest  rate equals LIBOR plus 28 basis points per
annum for each Distribution Date. Interest on the Revolving Notes accrue for the
Collection Period (calendar month) immediately preceding each Distribution Date.
The Revolving  Noteholders received interest at a weighted average rate of 5.743
percent per annum from July 24, 1996 through August 31, 1996.

The Revolving Notes RN-4 interest rate equals 3-Month LIBOR plus 26 basis points
per annum for each Distribution Date. Interest on the Revolving Notes accrue for
the three Collection Periods (three calendar months) immediately  preceding each
Distribution  Date.  The Revolving  Noteholders  accrued  interest at a weighted
average rate of 5.885  percent per annum from July 24, 1996  through  August 31,
1996.

The  Certificates  interest rate equals LIBOR plus 33 basis points per annum for
each  Distribution  Date.  Interest  on  the  Certificates   accrues  from,  and
including,  the most recent  Distribution  Date to, but  excluding,  the current
Distribution  Date.  The  Certificateholders  received  interest  at a  weighted
average rate of 5.785  percent per annum from April 11, 1996  through  September
15, 1996. The final scheduled  distribution  date for the  Certificates is April
15, 2003.


NOTE 4.  FEDERAL INCOME TAX

The Trust is  classified  as a  partnership,  and  therefore is not taxable as a
corporation   for   federal   income   tax   purposes.   Each   Noteholder   and
Certificateholder,  by acceptance of a Note or Certificate,  agrees to treat the
Note as indebtedness  and the Certificate as an equity interest in the Trust for
federal, state and local income and franchise tax purposes.