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 JUNE 30, 1999, 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 V      33-50323
      -----------------------------------------------   ------------
            (Exact name of registrant as                Commission
              specified in its charter)                 file number


SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V

      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 (Delaware)
      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



ITEM 1.  FINANCIAL STATEMENTS



      1.    Statement of Assets, Liabilities and Equity, June 30, 1999.

      2.    Statement  of  Distributable  Income  for  the  Period  May  18,1999
            (inception) through June 30, 1999.

      3.    Notes to Financial Statements.


The above  described  Financial  Statements  for the  registrants  are submitted
herewith as Exhibits 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 Delaware,  as
Owner Trustee for Superior Wholesale  Inventory Financing Trust V. The 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  amount  as  shown  below  in  exchange  for  Asset-Backed  Notes  and
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 and collections thereon
and certain other property.



                                      - 2 -



<PAGE>
<TABLE>
<CAPTION>
                                 Initial
               Date of          Wholesale
               Sale and          Finance
               Servicing          Sale         Asset-Backed        Asset-Backed
 Trust         Agreement         Amount           Notes            Certificates
--------       ----------      ----------      ------------         -----------
                               (millions)        (millions)          (millions)

<S>           <C>               <C>          <C>                     <C>
Superior       May 18, 1999     $2,185.8     Term Notes   $  750.0   $185.8
Wholesale
Inventory                                    Revolving    $1,250.0
Financing                                    Note
Trust V

</TABLE>




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 monthly payments of
interest for each type of note and  certificate at a floating  monthly  interest
rate.





                         PART II  OTHER INFORMATION



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

         (a)  Exhibit(s):

            20.1  Superior  Wholesale  Inventory  Financing  Trust  V  Financial
                  Statements for the Period May 18,1999 (inception) through June
                  30, 1999.



         (b) Reports on Form 8-K:

            Current  Reports  on Form 8-K  dated  May 6,  1999 and  June 9, 1999
            reporting matters  under  Items 5  and  7 respectively,  were  filed
            during the second quarter ended June 30, 1999.




                       ------------------------------
                                        - 3 -




<PAGE>

                                 SIGNATURES



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 V




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


                     s\    Dennis Kelly
                        -----------------------------
                           Trust Officer





Date:  August 13, 1999
       -----------------
















                                        - 4 -






<PAGE>

                                                                    Exhibit 20.1
                                                                    Page 1 of 4


                SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V

                 STATEMENT OF ASSETS, LIABILITIES AND EQUITY





                                                     June 30, 1999
                                                ----------------------
                                                (in millions of dollars)
ASSETS

Receivables (Note 2) ....................               $2,185.8
                                                        --------

TOTAL ASSETS ............................               $2,185.8
                                                        ========


LIABILITIES (Notes 2 and 3)


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


Asset-Backed Revolving Notes ............                1,250.0
                                                        --------
TOTAL LIABILITIES .......................                2,000.0



EQUITY

Asset-Backed Certificates (Notes 2 and 3)                  185.8
                                                        --------

TOTAL LIABILITIES AND EQUITY ............               $2,185.8
                                                        ========


Reference should be made to the Notes to Financial Statements.








<PAGE>

                                                                   Exhibit 20.1
                                                                   Page 2 of 4


                SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V

                      STATEMENT OF DISTRIBUTABLE INCOME





                                          Six Months Ended
                                           June 30, 1999*
                                      ---------------------
                                     (in millions of dollars)
Distributable Income

  Allocable to Interest .....                $  6.5
                                             ------

Distributable Income ........                $  6.5
                                             ======

Income Distributed ..........                $  6.5
                                             ======






* Represents the period May 18, 1999 (inception) through June 30,1999.


Reference should be made to the Notes to Financial Statements.



















<PAGE>

                                                                    Exhibit 20.1
                                                                    Page 3 of 4

                SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V

                        NOTES TO FINANCIAL STATEMENTS

NOTE 1.  BASIS OF ACCOUNTING

The financial  statements of Superior Wholesale Inventory Financing Trust V (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 May 18, 1999,  the Trust acquired the Seller's  right,  title and interest in
wholesale  finance  receivables  totaling  $2,185.8  million 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  $750.0  million  Floating  Rate Asset Backed Term Notes,  Series
1999-A and $1,250.0 million  Floating Rate Asset Backed  Revolving Note,  Series
1999-RN1.  The Asset  Backed  Certificates  totaled  $185.8  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 1999-A 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 Note on a daily basis.

The then-unpaid  principal balance of the Floating Rate Asset Backed Term Notes,
Series  1999-A  will be payable on May 15,  2006 and the then  unpaid  principal
balance  of the  Floating  Rate Asset  Backed  Revolving  Note and Asset  Backed
Certificates will be payable on March 15, 2007.

Payments of  interest  on the  Floating  Rate Asset  Backed  Term Notes,  Series
1999-A,  Floating Rate Asset Backed  Revolving  Note,  Series 1999-RN1 and Asset
Backed  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,







<PAGE>

                                                                    Exhibit 20.1
                                                                    Page 4 of 4


                SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V

                  NOTES TO FINANCIAL STATEMENTS (concluded)

NOTE 3.  PRINCIPAL AND INTEREST PAYMENTS (concluded)

a  "Distribution  Date"),  commencing  June 15, 1999 (the "Initial  Distribution
Date").

The Floating Rate Asset Backed Term Notes,  Series  1999-A  interest rate equals
London Interbank Offering Rate (LIBOR) plus 12.5 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
5.025% per annum from May 18, 1999 through June 14, 1999.

The Floating Rate Asset Backed  Revolving Note,  Series  1999-RN1  interest rate
equals LIBOR plus 30 basis points per annum for each Distribution Date. Interest
on the  Revolving  Note  accrues  for the  Collection  Period  (calendar  month)
immediately preceding each Distribution Date. The Revolving Noteholders received
interest  at a  weighted  average  rate of 5.200%  per annum  from May 18,  1999
through May 31, 1999.

The Asset Backed  Certificates  interest rate equals LIBOR plus 225 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 7.150% per annum from May 18, 1999 through June 14, 1999.


NOTE 4.  FEDERAL INCOME TAX

The Trust is  classified  as a division  of the  Seller,  and  therefore  is not
taxable as a corporation for 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.  The Seller as owner
of the  Certificates  is the tax owner of the  assets in the Trust for  federal,
state and local income and franchise tax purposes.