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, 2001, OR

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

         SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VII    333-57494
         ------------------------------------------------   ------------
            (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
         500 Stanton Christiana Rd., 0PS4 / 3rd Floor
         Newark, Delaware                                        19713
         ----------------------------------------             ----------
         (Address of principal executive offices)             (Zip Code)

         Registrants' telephone number,
         including area code                             (302) 552-6279
                                                         --------------



         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 September 30,
              2001.

         2.   Statement of Distributable Income for the Third Quarter and Nine
              Months ended September 30, 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

Superior  Wholesale  Inventory  Financing  Trust VII (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 the Trust.  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

              August 24, 2001    $1,000.0      Revolving   $1,000.0
                                               Note 1

              August 29, 2001    $1,000.0      Term Notes  $1,000.0
                                               2001-C


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 September 30, 2001.


              (b)  Reports on Form 8-K:

                           A current  report on Form 8-K dated  August 23,  2001
                           reporting  matters  under  Items  5  and  7,  and  an
                           additional  report on Form 8-K dated  August 27, 2001
                           reporting  matters under Item 7 were filed during the
                           third quarter ended September 30, 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:   November 08, 2001
        -----------------



                                      - 4 -

<PAGE>



                                                                    Exhibit 20.1
                                                                    Page 1 of 5


                SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VII

                 STATEMENT OF ASSETS, LIABILITIES AND EQUITY





                                                  September 30, 2001
                                                ----------------------
                                                (in millions of dollars)
ASSETS

Receivables (Note 2) ....................           $3,984.0
                                                    --------

TOTAL ASSETS ............................           $3,984.0
                                                    ========


LIABILITIES AND EQUITY (Notes 2 and 3)


Asset-Backed Term Notes .................           $3,000.0

Asset-Backed Revolving Note .............              859.0

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

TOTAL LIABILITIES AND EQUITY.............           $3,984.0
                                                    ========

Reference should be made to the Notes to Financial Statements.
<PAGE>



                                                                    Exhibit 20.1
                                                                    Page 2 of 5


                SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VII

                      STATEMENT OF DISTRIBUTABLE INCOME





                                     Period Ended September 30, 2001
                                      Third Quarter     Nine Months*
                                    --------------------------------
                                         (in millions of dollars)
Distributable Income

  Allocable to Principal                 $   0.0         $ 750.0

  Allocable to Interest .....               24.2            59.9
                                         -------         --------

Distributable Income ........            $  24.2         $ 809.9
                                         =======         =======

Income Distributed ..........            $  24.2         $ 809.9
                                         =======         =======






* Represents the period March 15, 2001 (inception) through September 30, 2001.


Reference should be made to the Notes to Financial Statements.
<PAGE>



                                                                    Exhibit 20.1
                                                                    Page 3 of 5

                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.  On August 24,
2001,  the Trust  acquired the Seller's  right,  title and interest in wholesale
finance  receivables  in  exchange  for an  Asset-Backed  Revolving  Note with a
maximum revolver balance of $1,000.0 million,  representing  indebtedness of the
Trust.  On August 29, 2001,  the Trust  acquired the Seller's  right,  title and
interest in wholesale finance receivables  totaling $1,000.0 million in exchange
for  Floating  Rate  Asset  Backed  Term  Notes,  Series  2001-C,   representing
indebtedness  of  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,  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

<PAGE>



                                                                    Exhibit 20.1
                                                                     Page 4 of 5

                  SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VII

                  NOTES TO FINANCIAL STATEMENTS (continued)


NOTE 3.  PRINCIPAL AND INTEREST PAYMENTS (continued)

Asset Backed Term Notes,  Series  2001-B,  the  Floating  Rate Asset Backed Term
Notes,  Series 2001-C,  and the Floating Rate Asset Backed  Certificates,  Class
2001-A until the Targeted Final  Distribution  Date for each series.  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 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,
the Floating  Rate Asset Backed Term Notes,  Series  2001-C,  the Floating  Rate
Asset Backed Revolving Note, Series 2001-RN1, and the Floating Rate Asset Backed
Certificates,  Class 2001-A are as follows, respectively: March 2004, June 2001,
June 2004, July 2002, and June 2004.

Payments of  interest  on the  Floating  Rate Asset  Backed  Term Notes,  Series
2001-A,  the Floating Rate Asset Backed Term Notes,  Series 2001-B, the Floating
Rate Asset Backed Term Notes,  Series  2001-C,  the  Floating  Rate Asset Backed
Revolving   Note,   Series   2001-RN1,   and  the  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 Series  2001-A  Term
Noteholders received interest at a weighted average rate of 4.38% per annum from
March 15, 2001 through September 16, 2001.

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 Series 2001-B Term  Noteholders  received  interest at a
weighted  average  rate of 4.82% per annum from March 15, 2001  through June 14,
2001.  On June 15,  2001,  the Trust repaid the  principal on the Floating  Rate
Asset Backed Term Notes,  Series 2001-B,  through the  accumulation of principal
collections from May 1, 2001 through June 15,2001.

<PAGE>



                                                                    Exhibit 20.1
                                                                    Page 5 of 5

                  SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VII

                  NOTES TO FINANCIAL STATEMENTS (concluded)


NOTE 3.  PRINCIPAL AND INTEREST PAYMENTS (concluded)

The Floating Rate Asset Backed Term Notes,  Series  2001-C  interest rate equals
the  USD  One-Month  LIBOR  plus 8 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 Series 2001-C Term  Noteholders  received  interest at a
weighted average rate of 3.66% per annum from August 29, 2001 through  September
16, 2001.

The Floating Rate Asset Backed  Revolving Note,  Series  2001-RN1  interest rate
equals the USD  One-Month  LIBOR plus 20 basis points per annum for each Monthly
Distribution Date. Interest on the Revolving Note will accrue for the Collection
Period (calendar month)  immediately  preceding each Monthly  Distribution Date.
The Series 2001-RN1 Revolving Noteholder received interest at a weighted average
rate of 3.78% per annum from August 24, 2001 through August 31, 2001.

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 will accrue from, and including,
the most recent Monthly Distribution Date to, but excluding, the current Monthly
Distribution Date. The Certificateholders received interest at a weighed average
rate of 4.69% per annum from March 15, 2001 through September 16, 2001.


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 were issued to the Seller on the Closing
Date.