CONFORMED

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  Form 10-K


/ X /   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
        EXCHANGE ACT OF 1934.

        For the fiscal year ended   December 31, 1998
                                  ---------------------

                                      OR

/   /   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934.

For the transition period from ___________ to _____________

Commission file number 000-19452
                       ---------

                         CARCO AUTO LOAN MASTER TRUST
-----------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

          State of New York                                 Not Applicable
-----------------------------------------------------------------------------
   (State or other jurisdiction of                        (I.R.S.  Employer
    incorporation or organization)                         Identification No.)

27777 Franklin Road, Southfield, Michigan                          48034
-----------------------------------------------------------------------------
Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code       (248) 948-3067
                                                   --------------------------


Securities registered pursuant to Section 12(b) of the Act: None 
Securities registered pursuant to Section 12(g) of the Act:
       Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1
       Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2
       Floating Rate Auto Loan Asset Backed Certificates, Series 1996-2
       Floating Rate Auto Loan Asset Backed Certificates, Series 1998-1

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes _X_   No___ 

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. _X_


<PAGE>

                                   PART I.

ITEM 1. BUSINESS

The Trust was formed pursuant to the Pooling and Servicing Agreement dated as
of May 31, 1991, as assigned by Chrysler Auto Receivables Company ("CARCO"),
to U.S. Auto Receivables Company ("USA") on August 8, 1991, among USA,
Chrysler Credit Corporation, as Servicer ("CCC"), and Manufacturers and
Traders Trust Company, a New York banking corporation, as Trustee. The assets
of the Trust include wholesale receivables (the "Receivables") generated from
time to time in a portfolio of revolving financing arrangements (the
"Accounts") with automobile dealers to finance their automobile and light
duty truck inventory. More specifically, the assets of the Trust include (a)
certain Receivables existing under the accounts at the close of business on
May 31, 1991 (the "Initial Cut-Off Date"), certain Receivables generated
under the Accounts from time to time thereafter during the term of the Trust
as well as certain Receivables generated under any Accounts added to the
Trust from time to time (but excluding Receivables generated in any Accounts
removed from the Trust from time to time after the Initial Cut-Off Date), (b)
all funds collected or to be collected in respect of such Receivables, (c)
all funds on deposit in certain accounts of the Trust, (d) any Enhancement
issued with respect to a series of certificates issued by the Trust (each
such series, a "Series") and (e) a security interest in certain motor
vehicles (the "Vehicles") and certain parts inventory, equipment, fixtures,
service accounts and, in some cases, realty and/or a personal guarantee
(collectively, the "Collateral Security") securing the Receivables. The term
"Enhancement" shall mean, with respect to any Series, any letter of credit,
surety bond, cash collateral account, spread account, guaranteed rate
agreement, maturity liquidity facility, tax protection agreement, interest
rate swap agreement or other similar arrangement for the benefit of
Certificateholders of such Series.

USA entered into a Receivables Purchase Agreement, dated as of the date of
the Pooling and Servicing Agreement, between USA, as purchaser, and CCC, as
seller (the "Receivables Purchase Agreement"). Pursuant to the Receivables
Purchase Agreement, CCC has (a) sold to USA all of its right, title and
interest in and to all Receivables meeting certain eligibility criteria
contained in the Receivables Purchase Agreement and the Pooling and Servicing
Agreement ("Eligible Receivables") and (b) assigned its interests in the
Vehicles and the Collateral Security to USA. USA in turn transferred such
Receivables and Collateral Security to the Trust pursuant to the Pooling and
Servicing Agreement. USA has also assigned to the Trust its rights with
respect to the Receivables under the Receivables Purchase Agreement.

All new Receivables arising under the Accounts prior to January 1, 1996, were
sold by CCC to USA and transferred by USA to the Trust. All new Receivables
arising under the Accounts on or after January 1, 1996, during the term of
the Trust were sold by Chrysler Financial Corporation, now known as Chrysler
Financial Company L.L.C. ("CFC") (see Item 8, Note 8) to USA and transferred
by USA to the Trust. Accordingly, the aggregate amount of Receivables in the
Trust will fluctuate from day to day as new Receivables are generated and as
existing Receivables are collected, charged off as uncollectible or otherwise
adjusted.

CARCO and USA are wholly-owned subsidiaries of CFC. On December 31, 1995,
CCC, merged with and into Chrysler Financial Corporation, now known as
Chrysler Financial Company, L.L.C.. CCC serviced the Receivables prior to
January 1, 1996. CFC now services the Receivables.

Pursuant to an Agreement of Resignation, Appointment and Acceptance dated as
of August 23, 1996, Manufacturers and Traders Trust Company resigned as the
Trustee of the Trust and The Bank of New York became the Trustee of the
Trust.

The Trust has no employees.

ITEM 2. PROPERTIES

There is nothing to report with regard to this item.

                                      2

<PAGE>

ITEM 3. LEGAL PROCEEDINGS

There is nothing to report with regard to this item.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There is nothing to report with regard to this item.

                                   PART II.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
        AND RELATED STOCKHOLDER MATTERS

There is nothing to report with regard to this item.

ITEM 6. SELECTED FINANCIAL DATA

The selected financial data has been omitted since the required information
is included in the financial statements or the notes thereto.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATION

The following Certificates were issued by the Trust evidencing undivided
interests in certain assets of the Trust:

<TABLE>
<CAPTION>
Issue Date              Series Description
Maturity Date           Principal Amount
-------------           -------------------
<S>                 <C>
June 1991           Floating Rate Auto Loan Asset Backed Certificates, Series 1991-1
December 1994       $400 million

August 1991         7 3/8% Auto Loan Asset Backed Certificates, Series 1991-2
August 1993         $250 million

August 1991         7 7/8% Auto Loan Asset Backed Certificates, Series 1991-3
August 1996         $750 million

October 1991        Floating Rate Auto Loan Asset Backed Certificates, Series 1991-4
October 1994        $500 million

December 1991       Money Market Auto Loan Asset Backed Certificates, Series A
March 1992          $300 million

March 1992          Money Market Auto Loan Asset Backed Certificates, Series B
June 1992           $350 million

May 1992            Money Market Auto Loan Asset Backed Certificates, Series C
August 1992         $150 million

</TABLE>


                                     3
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

<TABLE>
<CAPTION>
Issue Date          Series Description
Maturity Date       Principal Amount
-------------       ------------------
<S>                 <C>
July 1992           Floating Rate Auto Loan Asset Backed Certificates, Series 1992-1
August 1994         $400 million

October 1992        Floating Rate Auto Loan Asset Backed Certificates, Series 1992-2
October 1997        $400 million

February 1993       Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1
February 1998       $250 million

November 1993       Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
November 1998       $388.5 million

November 1993       Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
November 1997       $111.5 million

October 1994        Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1
Outstanding         $500 million

December 1994       7 7/8% Auto Loan Asset Backed Certificates, Series 1994-2
August 1997         $500 million

December 1994       8 1/8% Auto Loan Asset Backed Certificates, Series 1994-3
November 1997       $350 million

January 1995        Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1
July 1998           $600 million

March 1995          Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2
Outstanding         $600 million

May 1995            Floating Rate Auto Loan Asset Backed Certificates, Series 1995-3
June 1998           $500 million

May 1995            Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4
May 1998            $500 million

May 1995            Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A
July 1998           $500 million

December 1995       Floating Rate Auto Loan Asset Backed Certificates, Series 1995-5
Outstanding         $250 million

November 1996       Floating Rate Auto Loan Asset Backed Certificates, Series 1996-1
Outstanding         $500 million

</TABLE>

                                     4

<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

<TABLE>
<CAPTION>
Issue Date          Series Description
Maturity Date       Principal Amount
-------------       ------------------
<S>                 <C>
December 1996       Floating Rate Auto Loan Asset Backed Certificates, Series 1996-2
Outstanding         $500 million

August 1997         6.689% Auto Loan Asset Backed Certificates, Series 1997-1
Outstanding         $700 million

July 1998           Floating Rate Auto Loan Asset Backed Certificates. Series 1998-1
Outstanding         $1 billion

</TABLE>


Chrysler Credit Corporation ("CCC") serviced the Receivables for a fee prior
to January 1, 1996. On December 31, 1995, CCC merged with and into Chrysler
Financial Corporation, now known as Chrysler Financial Company L.L.C. ("CFC")
(see Item 8, Note 8). CFC has serviced the Receivables for a fee since this
merger.

Pursuant to an Agreement of Resignation, Appointment and Acceptance dated as
of August 23, 1996, Manufacturers and Traders Trust Company resigned as the
Trustee of the Trust and The Bank of New York became the Trustee of the
Trust.

The Trust has no employees.

Year 2000

The Trust relies on the servicer's computer systems. CFC, as servicer, has
conducted an evaluation of the actions necessary to ensure that its business
critical computer systems will function without disruption with respect to
the application of dating systems in the Year 2000. As a result of this
evaluation, CFC is engaged in the process of upgrading, replacing and testing
certain of its information and other computer systems. CFC's remedial actions
are scheduled to be completed during the third quarter of 1999 and, based
upon information currently available, CFC does not anticipate that the costs
of its remedial actions will be material to the consolidated results of
operations and financial position of CFC and are being expensed as incurred.
However, there can be no assurance that the remedial actions being
implemented by CFC will be completed in time to avoid dating systems problems
or that the cost will not be material to CFC. If CFC is unable to complete
its remedial actions in the planned timeframe, contingency plans will be
developed to address those business critical systems that may not be Year
2000 compliant.

In addition, disruptions with respect to vendor or customer systems,
which are outside the control of CFC, could impair the ability of
CFC to obtain necessary services or to provide services to their customers.
Disruptions of CFC's computer systems, or the computer systems of CFC's
vendors or customers, as well as the cost of avoiding such disruption, could
have a material adverse effect upon the financial condition and results of
operations of CFC. CFC has a process in place to assess the Year 2000 
readiness of its business critical vendors and customers. CFC believes that
the most likely worst case scenario is that a small number of vendors will be
unable to supply service for a short time after January 1, 2000. As part of
the assessment process, CFC will develop contingency plans for those business
critical vendors who are either unable or unwilling to develop remediation
plans to become Year 2000 compliant. Although these plans have yet to be
developed, CFC expects that these plans will include selective resourcing of
services to Year 2000 compliant vendors. CFC expects that vendors in this
category will represent an insignificant part of its total service base. It
is expected that these plans will be in place by the third quarter of 1999.


Any inability to complete the remedial actions referred to in the preceding
two paragraghs in a timely manner could result in delays in collections on
the Receivables and payments on the Notes.


                                      5

<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There is nothing to report with regard to this item.


























                                      6



<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                         CARCO AUTO LOAN MASTER TRUST
                 STATEMENTS OF ASSETS, LIABILITIES AND EQUITY
                           (in millions of dollars)


                                                      December 31,
                                                   -------------------
                                                    1998        1997
                                                    ----        ----
ASSETS

Cash and Cash Equivalents (Note 2)                 $   29.1   $   98.0

Receivables (Note 4)                                8,783.1    8,020.0
                                                   --------   --------

TOTAL ASSETS                                       $8,812.2   $8,118.0
                                                   ========   ========



LIABILITIES AND EQUITY

Amounts Held for Future Distribution (Note 2)      $   29.1   $   98.0

Asset Backed Certificates (Notes 3 and 4)           8,783.1    8,020.0
                                                   --------   --------

TOTAL LIABILITIES AND EQUITY                       $8,812.2   $8,118.0
                                                   ========   ========










See Notes to Financial Statements.


                                      7


<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)

                         CARCO AUTO LOAN MASTER TRUST
                 STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
                           (in millions of dollars)


                                                 Year Ended December 31,
                                             -------------------------------
                                               1998         1997        1996
                                               ----         ----        ----
CASH RECEIPTS

Collections of Interest                      $  687.3    $  739.2    $  739.0
Deposits to Subordinated Accounts                 7.5         4.2         7.5
Proceeds from Sales of Investor Certificates  1,000.0       700.0     1,000.0
Collections of Principal                      2,738.5     1,361.5       750.0
                                             --------    --------    --------

TOTAL CASH RECEIPTS                           4,433.3     2,804.9     2,496.5
                                             --------    --------    --------

CASH DISBURSEMENTS

Purchases of Certificates held by USA          1000.0       700.0     1,000.0
Distributions of Interest                       691.0       695.2       697.6
Distributions of Principal                    2,738.5     1,361.5       750.0
Distributions of Amounts from
   Subordinated Accounts                         21.5         8.2         4.1
Distributions of Service Fees                    51.2        62.9        60.3
                                             --------    --------    --------

TOTAL CASH DISBURSEMENTS                      4,502.2     2,827.8     2,512.0
                                             --------    --------    --------

(CASH DISBURSEMENTS IN EXCESS 
  OF CASH RECEIPTS) CASH RECEIPTS IN
  EXCESS OF CASH DISBURSEMENTS                  (68.9)      (22.9)      (15.5)

CASH AND CASH EQUIVALENTS AT 
  BEGINNING OF PERIOD                            98.0       120.9       136.4
                                             --------    --------    --------

CASH AND CASH EQUIVALENTS AT 
  END OF PERIOD                              $   29.1    $   98.0    $  120.9
                                             ========    ========    ========







See Notes to Financial Statements



                                      8


<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)


                         CARCO AUTO LOAN MASTER TRUST
                        NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The financial statements of CARCO Auto Loan Master Trust (the "Trust") are
prepared on the basis of cash receipts and disbursements, which is a
comprehensive basis of accounting other than generally accepted accounting
principles. The primary difference from the accrual basis to this basis is
that the financial statements do not record accrued interest receivable on
the Receivables or accrued interest payable on the Certificates from the most
recent Distribution Date to the balance sheet date.

Derivative Financial Instruments

The Trust uses derivative financial instruments to manage its exposure
arising from declines in interest rates. The derivative financial instruments
used have been limited to interest rate swap agreements. The Trust does not
use derivative financial instruments for trading purposes.

Interest differentials resulting from interest rate swap agreements are
recorded on a cash basis as an adjustment to interest collections.


NOTE 2 - CASH AND CASH EQUIVALENTS

Short-term instruments with a maturity of less than 30 days when purchased
are considered to be cash equivalents. The Trust received certain cash
deposits from Chrysler Financial Corporation, now known as Chrysler Financial
Company L.L.C. ("CFC") which are held as liquidity and credit enhancement
reserves and invested in short-term instruments. Under the Sale and Servicing
Agreement, the servicer is required to convey principal and interest
collections to the Trust within two business days after their receipt. The
Trust invests these collections in short-term instruments pending
distribution. If CFC maintains a short-term rating of at least A-1 by
Standard & Poor's and P-1 by Moody's the servicer may convey the principal
and interest collections to the Trust on a monthly basis. In May 1998, CFC
met the rating requirements and the servicer began to convey collections to
the Trust on a monthly basis.

NOTE 3 - RELATED PARTIES

U.S. Auto Receivables Company ("USA") is a wholly-owned subsidiary of CFC. On
December 31, 1995, CCC merged with and into Chrysler Financial Corporation,
now known as Chrysler Financial Company L.L.C.. On November 12, 1998, CFC's
parent, Chrysler Corporation became a wholly-owned subsidiary of
DaimlerChrysler Aktiengesellscchaft ("Daimler") and on November 17, 1998,
Chrysler Corporation changed its name to DaimlerChrysler Corporation
("DaimlerChrysler").




                                      9


<PAGE>

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)


                         CARCO AUTO LOAN MASTER TRUST
                        NOTES TO FINANCIAL STATEMENTS

NOTE 4 - SALES OF CERTIFICATES


The following Certificates were issued by the Trust evidencing undivided
interests in certain assets of the Trust:

<TABLE>
<CAPTION>
Issue                                                                            Principal Amount
Date      Series Description                                                       (in millions)
-----     ------------------                                                     ----------------
<S>       <C>                                                                      <C>
 8/91     7 7/8% Auto Loan Asset Backed Certificates, Series 1991-3                $750.0 (1)
10/91     Floating Rate Auto Loan Asset Backed Certificates, Series 1991-4         $500.0 (1)
12/91     Money Market Auto Loan Asset Backed Certificates, Series A               $300.0 (1)
 3/92     Money Market Auto Loan Asset Backed Certificates, Series B               $350.0 (1)
 5/92     Money Market Auto Loan Asset Backed Certificates, Series C               $150.0 (1)
 7/92     Floating Rate Auto Loan Asset Backed Certificates, Series 1992-1         $400.0 (1)
10/92     Floating Rate Auto Loan Asset Backed Certificates, Series 1992-2         $400.0 (1)
 2/93     Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1         $250.0 (1)
11/93     Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
                     Class A-1 Money Market Extendible Certificates                $288.5 (1)
                     Class A-1 Money Market Extendible Certificates                $111.5 (1)
                     Class A-2 Medium Term Certificates                            $100.0 (1)
10/94     Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1         $500.0
12/94     7 7/8% Auto Loan Asset Backed Certificates, Series 1994-2                $500.0 (1)
12/94     8 1/8% Auto Loan Asset Backed Certificates, Series 1994-3                $350.0 (1)
 1/95     Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1         $600.0 (1)
 3/95     Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2         $600.0
 5/95     Floating Rate Auto Loan Asset Backed Certificates, Series 1995-3         $500.0 (1)
 5/95     Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4         $500.0 (1)
 5/95     Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A        $500.0 (1)
12/95     Floating Rate Auto Loan Asset Backed Certificates, Series 1995-5         $250.0
11/96     Floating Rate Auto Loan Asset Backed Certificates, Series 1996-1         $500.0
12/96     Floating Rate Auto Loan Asset Backed Certificates, Series 1996-2         $500.0
 8/97     6.689% Auto Loan Asset Backed Certificates, Series 1997-1                $700.0
 7/98     Floating Rate Auto Loan Asset Backed Certificates, Series 1998-1
                    Class A-1 Certificates                                         $500.0
                    Class A-2 Certificates                                         $500.0
<FN>
(1) Series matured prior to December 31, 1998. Refer to Note 5 for further
    details.

Receivables in excess of total investor's certificates outstanding at
December 31, 1998 and 1997 are represented by Certificates held by USA.
</TABLE>


                                     10


<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)


                         CARCO AUTO LOAN MASTER TRUST
                        NOTES TO FINANCIAL STATEMENTS

NOTE 5 - PRINCIPAL AND INTEREST PAYMENTS

                                                                     Expected
              Interest               Interest          Principal     Maturity
Series        Rate                   Payments          Payments(1)   Date(2)
------        --------               --------          -----------   --------
91-3          7 7/8%                 Semi-Annually      8/1996       Matured
92-2          LIBOR + 0.35%          Monthly           10/1997       Matured
93-1          LIBOR + 0.28%          Monthly            2/1998       Matured
93-2  A-1     Comm Paper + 0.075%    Monthly           11/1997(3)    Matured
      A-1     Comm Paper + 0.075%    Monthly           11/1998       Matured
      A-2     LIBOR + 0.26%          Monthly           11/1998       Matured
94-1          LIBOR + 0.18%          Monthly           --            10/1999
94-2          7 7/8%                 Semi-Annually      8/1997       Matured
94-3          8 1/8%                 Annually          11/1997       Matured
95-1          LIBOR + 0.16%          Monthly            7/1998       Matured
95-2          LIBOR + 0.13%          Monthly           --             3/2000
95-3          Fed Funds + 0.25%      Monthly            6/1998       Matured
95-4          Fed Funds + 0.26%      Monthly            5/1998       Matured
95-4A         Fed Funds + 0.26%      Monthly            7/1998       Matured
95-5          Comm Paper + 0.1875%   Monthly           --             2/2000
96-1          LIBOR + 0.135%         Monthly           --            11/2003
96-2          LIBOR + 0.05%          Monthly           --            12/2001
97-1          6.689%(4)              Monthly           --             8/2004
98-1  A-1     LIBOR + 0.04%          Monthly           --             6/2001
      A-2     LIBOR + 0.08%          Monthly           --             6/2003

(1) The dates listed are the Distribution Dates on which the principal of the
    Certificates were paid.

(2) The date listed is the Distribution Date on which the principal of the
    Certificates is scheduled to be paid, however, the principal of the
    Certificates may be paid earlier under certain circumstances described in
    the related prospectus.

(3) In November 1997, $111.5 million of principal on Series 1993-2 was paid
    to Certificateholders.

(4) In connection with this Series, the Trust entered into an interest rate
    swap agreement with AIG Financial Products Corporation ("AIG"), the
    notional amount of which is equal to the principal amount of the related
    Certificates. Under this agreement, AIG paid the Trust interest at the
    Certificate Rate, and the Trust paid interest to AIG based on a floating
    rate of LIBOR plus 0.25%.


                                     11


<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)


                         CARCO AUTO LOAN MASTER TRUST
                        NOTES TO FINANCIAL STATEMENTS

NOTE 6 - FEDERAL INCOME TAXES

The Certificates, in the opinion of outside legal counsel, will not be
characterized as debt of the Trust for federal income tax purposes.
Certificate holders will be subject to income tax on interest earned with
respect to the Certificates.


NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial Instruments

The estimated fair value of financial instruments have been determined using
available market information and valuation methodologies as described below.
However, considerable judgment is required in interpreting market data to
develop the estimates of fair value. Accordingly, the estimates presented
herein are not necessarily indicative of the amounts that could be realized
in a current market exchange. The use of different market assumptions or
valuation methodologies may have a material effect on the estimated fair
value amounts.

The carrying amounts and estimated fair values of the Trust's financial
instruments were as follows (in millions of dollars):

                               December 31, 1998      December 31, 1997  
                              --------------------    ------------------
                              Carrying     Fair         Carrying    Fair
                              Amounts      Value        Amounts     Value  
                              -------      -----        -------     -----  
Cash                          $   29.1        29.1          98.0       98.0 
Receivables                   $8,783.1    $8,783.1      $8,020.0   $8,020.0
Asset Backed Certificates     $8,783.1    $8,783.1      $8,020.0   $8,020.0


Assumptions and Methodologies

The carrying value of cash and cash equivalents and amounts held for future
distribution approximate market value due to the short maturity of these
instruments.

The carrying value of variable rate receivables was assumed to approximate
fair value since they are priced at current market rates.

The fair value of Asset Backed Certificates was estimated using quoted market
prices for investors' certificates and net realizable value for excess
receivables.


                                     12


<PAGE>

    ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)

                         CARCO AUTO LOAN MASTER TRUST
                        NOTES TO FINANCIAL STATEMENTS

NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS - continued

Derivative Financial Instruments

The Trust is exposed to the risk of declining interest rates as a result of
financing the acquisition of receivables bearing floating rates with fixed
rate certificates. As described in Note 5, the Trust has entered into
interest rate swap agreements to reduce its exposure to decreases in interest
rates. The interest rate swaps are matched to specific Series of Certificates
issued by the Trust. Under the terms of the agreements the Trust receives
fixed rate interest payments in return for interest payments based on a
variable rate. The weighted average fixed rate received by the Trust was
6.689% and 6.689% at December 31, 1998 and 1997, respectively. The weighted
average floating rate paid was 5.552% and 5.997% at December 31, 1998 and
1997, respectively. The Trust does not enter into derivative financial
instruments for trading purposes.

Interest rate swap differentials are deposited in, or paid from, the
collection account. Funds remaining in the collection account after
distribution to Certificateholders are returned to USA.

The table below summarizes the Trust's position in interest rate swap
agreements (in millions of dollars):

                                December 31, 1998      December 31, 1997
                              --------------------    --------------------
                              Contract                Contract 
                                 or     Unrealized       or     Unrealized 
                              Notional    Gains       Notional    Gains    
                               Amount    (Losses)      Amount    (Losses)  
                              --------  ----------    --------  ---------  
Pay variable interest
 rate swaps                   $  700.0   $ (9.3)      $  700.0   $ (6.5)


The fair value of the Trust's interest rate swap agreements were based on
market quotes from dealers.


NOTE 8 - RECENT EVENTS

Chrysler Financial Corporation converted from a corporation to a limited
liability company ("LLC") on October 25, 1998. The conversion to an LLC did
not have, and will continue not to have, an effect on day-to-day operations
of the servicer. The new LLC is the surviving legal entity of a merger
between Chrysler Financial Company L.L.C., a newly created Michigan limited
liability company, and Chrysler Financial Corporation. Chrysler Corporation
owned all of the capital stock of Chrysler Financial Corporation.
DaimlerChrysler Corporation (formerly known as Chrysler Corporation) is the
sole member (owner) of Chrysler Financial Company L.L.C. Chrysler Financial
Company L.L.C. succeeded to the operations of Chrysler Financial Corporation
upon the completion of the merger and acquired its assets and assumed debt
and other obligations.




                                     13



<PAGE>

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----------                  -------------------------------------------------
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                            Detroit, Michigan 48243-1704


INDEPENDENT AUDITORS' REPORT


Shareholder and Board of Directors
Chrysler Financial Company, L.L.C.
Southfield, Michigan

We have audited the accompanying statements of assets, liabilities and equity
arising from cash transactions of CARCO Auto Loan Master Trust as of
December 31, 1998 and 1997, and the related statement of cash receipts and
disbursements for each of the three years in the period ended December 31,
1998. These financial statements are the responsibility of the management of
Chrysler Financial Company, L.L.C. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

As described in Note 1, these financial statements were prepared on the basis
of cash receipts and disbursements, which is a comprehensive basis of
accounting other than generally accepted accounting principles.

In our opinion, such financial statements present fairly, in all material
respects, the assets, liabilities and equity arising from cash transactions
of CARCO Auto Loan Master Trust as of December 31, 1998 and 1997, and its
cash receipts and disbursements for each of the three years in the period
ended December 31, 1998 on the basis of accounting described in Note 1.



/s/ Deloitte & Touche LLP


January 22, 1999
Detroit, MI



-----------------
Deloitte & Touche
Tohmatsu
International
-----------------

                                     14





<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
        ON ACCOUNTING AND FINANCIAL DISCLOSURE

There is nothing to report with regard to this item.


                                  PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

There is nothing to report with regard to this item.

ITEM 11. EXECUTIVE COMPENSATION

There is nothing to report with regard to this item.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

There is nothing to report with regard to this item.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There is nothing to report with regard to this item.


                                   PART IV.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, 
         AND REPORTS ON FORM 8-K

(a) The following documents are filed as a part of this report:

1.  Financial Statements

       Financial statements for CARCO Auto Loan Master Trust as follows:

       Statement of Assets, Liabilities and Equity - December 31, 1998 and
       1997 (page 7 of this report)

       Statement of Cash Receipts and Disbursements for the three years ended
       December 31, 1998, 1997 & 1996 (page 8 of this report)

       Notes to financial statements (pages 9-13 of this report)

       Independent Auditors' Report (page 14 of this report)

2.  Financial Statement Schedules

       All financial statement schedules have been omitted because the
       information to be provided therein is included in the financial
       statements or the notes thereto.

                                     15

<PAGE>

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
         AND REPORTS ON FORM 8-K - continued


3.  Exhibits
    --------

         (a)      The following exhibits are filed as a part of this report:

Exhibit No.

    3-A           Certificate of Incorporation of U.S. Auto Receivables
                  Company. Filed as Exhibit 3.1 to Registration Statement No.
                  33-41177 and incorporated herein by reference.

    3-B           By-laws of U.S. Auto Receivables Company. Filed as Exhibit
                  3-B to the Trust's Annual Report on Form 10-K for the year
                  ended December 31, 1991, and incorporated herein by
                  reference.

    4-A           Pooling and Servicing Agreement, dated as of May 31, 1991,
                  among Chrysler Auto Receivables Company, as Seller,
                  Chrysler Credit Corporation, as Servicer, and Manufacturers
                  and Traders Trust Company, as Trustee. Filed as Exhibit 2
                  to the Trust's Registration Statement on Form 8-A dated
                  July 31, 1991, and incorporated herein by reference.

    4-B           Series 1991-1 Supplement to the Pooling and Servicing
                  Agreement, dated as of May 31, 1991, among Chrysler Credit
                  Corporation, as Servicer, Chrysler Auto Receivables
                  Company, as Seller, and Manufacturers and Traders Trust
                  Company, as Trustee. Filed as Exhibit 3 to the Trust's
                  Registration Statement on Form 8-A dated July 31, 1991, and
                  incorporated herein by reference.

    4-C           Series 1991-2 Supplement to the Pooling and Servicing
                  Agreement, dated as of June 30, 1991, among Chrysler Credit
                  Corporation, as Servicer, Chrysler Auto Receivables
                  Company, as Seller, and Manufacturers and Traders Trust
                  Company, as Trustee. Filed as Exhibit 3 to the Trust's
                  Registration Statement on Form 8-A dated November 18, 1991,
                  and incorporated herein by reference.

    4-D           Series 1991-3 Supplement to the Pooling and Servicing
                  Agreement, dated as of June 30, 1991, among Chrysler Credit
                  Corporation, as Servicer, Chrysler Auto Receivables
                  Company, as Seller, and Manufacturers and Traders Trust
                  Company, as Trustee. Filed as Exhibit 3 to the Trust's
                  Registration Statement on Form 8-A dated November 18, 1991,
                  and incorporated herein by reference.

    4-E           Series 1991-4 Supplement, dated as of September 30, 1991,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Credit Corporation, as Servicer, and Manufacturers and
                  Traders Trust Company, as Trustee. Filed as Exhibit 3 to
                  the Trust's Registration Statement on Form 8-A dated
                  December 20, 1991, and incorporated herein by reference.


    4-F           Series A Supplement, dated as of November 30, 1991, among
                  U.S. Auto Receivables Company, as Seller, Chrysler Credit
                  Corporation, as Servicer, and Manufacturers and Traders
                  Trust Company, as Trustee. Filed as Exhibit 4-F to the
                  Trust's Annual Report on Form 10-K for the year ended
                  December 31, 1991, and incorporated herein by reference.

                                     16


<PAGE>

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
         AND REPORTS ON FORM 8-K (continued)

    4-G           First Amendment, dated as of November 8, 1991, to the
                  Series 1991-2 Supplement, dated as of June 30, 1991, among
                  Chrysler Credit Corporation, as Servicer, U.S. Auto
                  Receivables Company, as Seller, and Manufacturers and
                  Traders Trust Company, as Trustee. Filed as Exhibit 4-G to
                  the Trust's Annual Report on Form 10-K for the year ended
                  December 31, 1991, and incorporated herein by reference.

    4-H           First Amendment, dated as of November 8, 1991, to the
                  Series 1991-3 Supplement, dated as of June 30, 1991, among
                  Chrysler Credit Corporation, as Servicer, U.S. Auto
                  Receivables Company, as Seller, and Manufacturers and
                  Traders Trust Company, as Trustee. Filed as Exhibit 4-H to
                  the Trust's Quarterly Report on Form 10-Q for the period
                  ended March 31, 1992, and incorporated herein by reference.

    4-I           Series B Supplement, dated as of March 1, 1992, among U.S.
                  Auto Receivables Company, as Seller, Chrysler Credit
                  Corporation, as Servicer, and Manufacturers and Traders
                  Trust Company, as Trustee. Filed as Exhibit 4-I to the
                  Trust's Quarterly Report on Form 10-Q for the period ended
                  March 31, 1992, and incorporated herein by reference.

    4-J           Series C Supplement, dated as of May 1, 1992, among U.S.
                  Auto Receivables Company, as Seller, Chrysler Credit
                  Corporation, as Servicer, and Manufacturers and Traders
                  Trust Company, as Trustee. Filed as Exhibit 4-J to the
                  Trust's Quarterly Report on Form 10-Q for the period ended
                  June 30, 1992, and incorporated herein by reference.

    4-K           First Amendment dated as of August 6, 1992 to the Pooling
                  and Servicing Agreement dated as of May 31, 1991, as
                  assigned by Chrysler Auto Receivables Company to U.S. Auto
                  Receivables Company ("USA") on August 8, 1991, among USA,
                  as Seller, Chrysler Credit Corporation, as Servicer and
                  Manufacturers and Traders Trust Company, as Trustee. Filed
                  as Exhibit 2.2 to the Trust's Registration Statement on
                  Form 8-A dated September 14, 1992, and incorporated herein
                  by reference.

    4-L           Series 1992-1 Supplement dated as of July 1, 1992, among
                  U.S. Auto Receivables Company, as Seller, Chrysler Credit
                  Corporation, as Servicer, and Manufacturers and Traders
                  Trust Company, as Trustee. Filed as Exhibit 3 to the
                  Trust's Registration Statement on Form 8-A dated September
                  14, 1992, and incorporated herein by reference.

    4-M           First Amendment dated as of August 24, 1992 to the Series
                  1991-1 Supplement dated as of May 31, 1991, among U.S. Auto
                  Receivables Company ("USA"), as seller (the "Seller"),
                  Chrysler Credit Corporation, as servicer (the "Servicer")
                  and Manufacturers and Traders Trust Company, as Trustee
                  (the "Trustee"), to the Pooling and Servicing Agreement
                  dated as of May 31, 1991, as assigned by Chrysler Auto
                  Receivables Company to USA on August 8, 1991, as amended by
                  the First Amendment dated as of August 6, 1992, among the
                  Seller, the Servicer and the Trustee. Filed as Exhibit 4-M
                  to the Trust's Quarterly Report on Form 10-Q for the period
                  ended September 30, 1992, and incorporated herein by
                  reference.

    4-N           Second Amendment dated as of August 24, 1992 to the Series
                  1991-2 Supplement dated as of June 30, 1991, among U.S.
                  Auto Receivables Company ("USA"), as seller (the "Seller"),
                  Chrysler Credit Corporation, as servicer (the "Servicer")
                  and Manufacturers and Traders Trust Company, as Trustee
                  (the "Trustee"), to the Pooling and Servicing Agreement
                  dated as of May 31, 1991, as assigned by Chrysler Auto
                  Receivables Company to USA on August 8, 1991, as amended by
                  the First Amendment dated as of August 6, 1992, among the
                  Seller, the Servicer and the Trustee. Filed as Exhibit 4-N
                  to the Trust's Quarterly Report on Form 10-Q for the period
                  ended September 30, 1992, and incorporated herein by
                  reference.



                                     17


<PAGE>

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
         AND REPORTS ON FORM 8-K (continued)


    4-O           Second Amendment dated as of August 24, 1992 to the Series
                  1991-3 Supplement dated as of June 30, 1991, among U.S.
                  Auto Receivables Company ("USA"), as seller (the "Seller"),
                  Chrysler Credit Corporation, as servicer (the "Servicer")
                  and Manufacturers and Traders Trust Company, as Trustee
                  (the "Trustee"), to the Pooling and Servicing Agreement
                  dated as of May 31, 1991, as assigned by Chrysler Auto
                  Receivables Company to USA on August 8, 1991, as amended by
                  the First Amendment dated as of August 6, 1992, among the
                  Seller, the Servicer and the Trustee. Filed as Exhibit 4-O
                  to the Trust's Quarterly Report on Form 10-Q for the period
                  ended September 30, 1992, and incorporated herein by
                  reference.

    4-P           First Amendment dated as of August 24, 1992 to the Series
                  1991-4 Supplement dated as of September 30, 1991, among
                  U.S. Auto Receivables Company ("USA"), as seller (the
                  "Seller"), Chrysler Credit Corporation, as servicer (the
                  "Servicer") and Manufacturers and Traders Trust Company, as
                  Trustee (the "Trustee"), to the Pooling and Servicing
                  Agreement dated as of May 31, 1991, as assigned by Chrysler
                  Auto Receivables Company to USA on August 8, 1991, as
                  amended by the First Amendment dated as of August 6, 1992,
                  among the Seller, the Servicer and the Trustee. Filed as
                  Exhibit 4-P to the Trust's Quarterly Report on Form 10-Q
                  for the period ended September 30, 1992, and incorporated
                  herein by reference.

    4-Q           Series 1992-2 Supplement dated as of October 1, 1992, among
                  U.S. Auto Receivables Company, as Seller, Chrysler Credit
                  Corporation, as Servicer, and Manufacturers and Traders
                  Trust Company, as Trustee. Filed as Exhibit 3 to the
                  Trust's Registration Statement on Form 8-A dated October
                  30, 1992, and incorporated herein by reference.

    4-R           Series 1993-1 Supplement dated as of February 1, 1993,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Credit Corporation, as Servicer, and Manufacturers and
                  Traders Trust Company, as Trustee. Filed as Exhibit 3 to
                  the Trust's Registration Statement on Form 8-A dated March
                  15, 1993, and incorporated herein by reference.

    4-S           Series 1993-2 Supplement dated as of November 1, 1993,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Credit Corporation, as Servicer, and Manufacturers and
                  Traders Trust Company, as Trustee. Filed as Exhibit 3 to
                  the Trust's Registration Statement on Form 8-A dated
                  December 6, 1993, and incorporated herein by reference.

    4-T           Second Amendment dated as of September 21, 1993, to Pooling
                  and Servicing Agreement dated as of May 31, 1991, as
                  assigned by Chrysler Auto Receivables Company to U.S. Auto
                  Receivables Company ("USA") on August 8, 1991, among USA,
                  as Seller, Chrysler Credit Corporation, as Servicer, and
                  Manufacturers and Traders Trust Company, as Trustee. Filed
                  as Exhibit 4.3 to USA's Registration Statement on Form S-1
                  (File No. 33-70144) and incorporated herein by reference.

    4-U           Series 1994-1 Supplement dated as of September 30, 1994,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Credit Corporation, as Servicer, and Manufacturers and
                  Traders Trust Company, as Trustee. Filed as Exhibit 3 to
                  the Trust's Registration Statement on Form 8-A dated
                  November 23, 1994, and incorporated herein by reference.

    4-V           Series 1994-2 Supplement dated as of October 31, 1994,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Credit Corporation, as Servicer, and Manufacturers and
                  Traders Trust Company, as Trustee. Filed as Exhibit 3 to
                  the Trust's Registration Statement on Form 8-A dated
                  December 22, 1994, and incorporated herein by reference.


                                     18


<PAGE>

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
         AND REPORTS ON FORM 8-K (continued)


    4-W           Series 1994-3 Supplement dated as of November 30, 1994,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Credit Corporation, as Servicer, and Manufacturers and
                  Traders Trust Company, as Trustee. Filed as Exhibit 4-W to
                  the Trust's Annual Report on Form 10-K for the year ended
                  December 31, 1994, and incorporated herein by reference.

    4-X           Series 1995-1 Supplement dated as of December 31, 1994,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Credit Corporation, as Servicer, and Manufacturers and
                  Traders Trust Company, as Trustee. Filed as Exhibit 3 to
                  the Trust's Registration Statement on Form 8-A dated
                  January 19, 1995, and incorporated herein by reference.

    4-Y           Series 1995-2 Supplement dated as of February 28, 1995,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Credit Corporation, as Servicer, and Manufacturers and
                  Traders Trust Company, as Trustee. Filed as Exhibit 3 to
                  the Trust's Registration Statement on Form 8-A dated March
                  27, 1995, and incorporated herein by reference.

    4-Z           Series 1995-3 Supplement dated as of April 30, 1995, among
                  U.S. Auto Receivables Company, as Seller, Chrysler Credit
                  Corporation, as Servicer, and Manufacturers and Traders
                  Trust Company, as Trustee. Filed as Exhibit 4-Z to the
                  Trust's Quarterly Report on Form 10-Q for the period ended
                  June 30, 1995, and incorporated herein by reference.

    4-AA          Series 1995-4 Supplement dated as of April 30, 1995, among
                  U.S. Auto Receivables Company, as Seller, Chrysler Credit
                  Corporation, as Servicer, and Manufacturers and Traders
                  Trust Company, as Trustee. Filed as Exhibit 4-AA to the
                  Trust's Quarterly Report on Form 10-Q for the period ended
                  June 30, 1995, and incorporated herein by reference.


    4-BB          Series 1995-4A Supplement dated as of April 30, 1995, among
                  U.S. Auto Receivables Company, as Seller, Chrysler Credit
                  Corporation, as Servicer, and Manufacturers and Traders
                  Trust Company, as Trustee. Filed as Exhibit 4-BB to the
                  Trust's Quarterly Report on Form 10-Q for the period ended
                  June 30, 1995, and incorporated herein by reference.


    4-CC          Series 1995-5 Supplement dated as of November 30, 1995,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Credit Corporation, as Servicer, and Manufacturers and
                  Traders Trust Company, as Trustee, and joined in by Societe
                  Generale, Chicago Branch, as Agent. Filed as Exhibit 4-CC
                  to the Trust's Annual Report on Form 10-K for the year
                  ended December 31, 1995, and incorporated herein by
                  reference.

    4-DD          Agreement of Resignation, Appointment and Acceptance dated
                  as of August 23, 1996, by and among U.S. Auto Receivables
                  Company, Chrysler Financial Corporation, Manufacturers and
                  Traders Trust Company, and The Bank of New York. Filed as
                  Exhibit 4-DD to the Trust's Quarterly Report on Form 10-Q
                  for the period ended September 30, 1996, and incorporated
                  herein by reference.

    4-EE          Series 1996-1 Supplement dated as of September 30, 1996,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Financial Corporation, as Servicer, and The Bank of New
                  York, as Trustee. Filed as Exhibit 4-EE to the Trust's
                  Annual Report on Form 10-K for the year ended December 31,
                  1996, and incorporated herein by reference.


                                     19


<PAGE>

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
         AND REPORTS ON FORM 8-K (continued)

    4-FF          Series 1996-2 Supplement dated as of November 30, 1996,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Financial Corporation, as Servicer, and The Bank of New
                  York, as Trustee. Filed as Exhibit 4-FF to the Trust's
                  Annual Report on Form 10-K for the year ended December 31,
                  1996, and incorporated herein by reference.

    4-GG          Series 1997-1 Supplement dated as of July 24, 1997, among
                  U.S. Auto Receivables Company as Seller, Chrysler Financial
                  Corporation, as Servicer, and The Bank of New York, as
                  Trustee. Filed as Exhibit 4-GG to the Trust's Quarterly
                  Report on Form 10-Q for the period ended September 30,
                  1997, and incorporated herein by reference.

    4-HH          Series 1998-1 Supplement dated as of June 16, 1998, among
                  U.S. Auto Receivables Company, as Seller, Chrysler
                  Financial Corporation, as Servicer, and The Bank of New
                  York, as Trustee. Filed as Exhibit 4-HH to the Trust's
                  Quarterly Report on Form 10-Q for the period ended June 30,
                  1998 and incorporated herein by reference.



    23            Consent of Deloitte & Touche LLP.

    27            Financial Data Schedule.

    (b)           No reports on Form 8-K were filed by the Trust during the
                  last quarter of the period covered by this report.



                                     20


<PAGE>

                         CARCO AUTO LOAN MASTER TRUST


                                  SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.








                                CARCO Auto Loan Master Trust (Registrant)
                            By: Chrysler Financial Company L.L.C., as Servicer
                                ----------------------------------------------








Date: March 5, 1999         By: /s/   David H. Olsen
                                ----------------------------------------------
                                David H. Olsen, Vice President and Controller
                                  Principal Accounting Officer


                                      21

<PAGE>

                          CARCO AUTO LOAN MASTER TRUST

                                EXHIBIT INDEX


Exhibit
Number                   Description of Exhibit
-------                  ----------------------

  3-A             Certificate of Incorporation of U.S. Auto Receivables
                  Company. Filed as Exhibit 3.1 to Registration Statement No.
                  33-41177 and incorporated herein by reference.

  3-B             By-laws of U.S. Auto Receivables Company.  Filed as Exhibit
                  3-B to the Trust's Annual Report on Form 10-K for the year
                  ended December 31, 1991, and incorporated herein by
                  reference.

  4-A             Pooling and Servicing Agreement, dated as  of  May  31,
                  1991, among Chrysler Auto Receivables Company, as Seller,
                  Chrysler Credit Corporation, as Servicer, and Manufacturers
                  and Traders Trust Company, as Trustee. Filed as Exhibit 2
                  to the Trust's Registration Statement on Form 8-A dated
                  July 31, 1991, and incorporated herein by reference.

  4-B             Series 1991-1 Supplement to the Pooling  and  Servicing
                  Agreement, dated as of May 31, 1991, among Chrysler Credit
                  Corporation, as Servicer, Chrysler Auto Receivables
                  Company, as Seller, and Manufacturers and Traders Trust
                  Company, as Trustee. Filed as Exhibit 3 to the Trust's
                  Registration Statement on Form 8-A dated July 31, 1991, and
                  incorporated herein by reference.

  4-C             Series 1991-2 Supplement to the Pooling  and  Servicing
                  Agreement, dated as of June 30, 1991, among Chrysler Credit
                  Corporation, as Servicer, Chrysler Auto Receivables
                  Company, as Seller, and Manufacturers and Traders Trust
                  Company, as Trustee. Filed as Exhibit 3 to the Trust's
                  Registration Statement on Form 8-A dated November 18, 1991,
                  and incorporated herein by reference.

  4-D             Series 1991-3 Supplement to the Pooling  and  Servicing
                  Agreement, dated as of June 30, 1991, among Chrysler Credit
                  Corporation, as Servicer, Chrysler Auto Receivables
                  Company, as Seller, and Manufacturers and Traders Trust
                  Company, as Trustee. Filed as Exhibit 3 to the Trust's
                  Registration Statement on Form 8-A dated November 18, 1991,
                  and incorporated herein by reference.




                                     E-1


<PAGE>

                         CARCO AUTO LOAN MASTER TRUST

                                EXHIBIT INDEX


Exhibit
Number                   Description of Exhibit
-------                  ----------------------

  4-E             Series 1991-4 Supplement, dated as of September 30,
                  1991, among U.S. Auto Receivables Company, as Seller,
                  Chrysler Credit Corporation as Servicer, and Manufacturers
                  and Traders Trust Company, as Trustee. Filed as Exhibit 3
                  to the Trust's Registration Statement on Form 8-A dated
                  December 20, 1991, and incorporated herein by reference.

  4-F             Series A Supplement, dated as of November 30, 1991,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Credit Corporation, as Servicer, and Manufacturers and
                  Traders Trust Company, as Trustee. Filed as Exhibit 4-F to
                  the Trust's Annual Report on Form 10-K for the year ended
                  December 31, 1991, and incorporated herein by reference.

    4-G           First Amendment, dated as of November 8, 1991, to the
                  Series 1991-2 Supplement, dated as of June 30, 1991, among
                  Chrysler Credit Corporation, as Servicer, U.S. Auto
                  Receivables Company, as Seller, and Manufacturers and
                  Traders Trust Company, as Trustee. Filed as Exhibit 4-G to
                  the Trust's Annual Report on Form 10-K for the year ended
                  December 31, 1991, and incorporated herein by reference.

    4-H           First Amendment, dated as of November 8, 1991, to the
                  Series 1991-3 Supplement, dated as of June 30, 1991, among
                  Chrysler Credit Corporation, as Servicer, U.S. Auto
                  Receivables Company, as Seller, and Manufacturers and
                  Traders Trust Company, as Trustee. Filed as Exhibit 4-H to
                  the Trust's Quarterly Report on Form 10-Q for the period
                  ended March 31, 1992, and incorporated herein by reference.

    4-I           Series B Supplement, dated as of March 1, 1992 among
                  U.S. Auto Receivables Company, as Seller, Chrysler Credit
                  Corporation, as Servicer, and Manufacturers and Traders
                  Trust Company, as Trustee. Filed as Exhibit 4-I to the
                  Trust's Quarterly Report on Form 10-Q for the period ended
                  March 31, 1992, and incorporated herein by reference.



                                     E-2


<PAGE>

                         CARCO AUTO LOAN MASTER TRUST

                                EXHIBIT INDEX


Exhibit
Number                   Description of Exhibit
-------                  ----------------------

    4-J           Series C Supplement, dated as of May 1, 1992, among
                  U.S. Auto Receivables Company, as Seller, Chrysler Credit
                  Corporation, as Servicer, and Manufacturers and Traders
                  Trust Company, as Trustee. Filed as Exhibit 4-J to the
                  Trust's Quarterly Report on Form 10-Q for the period ended
                  June 30, 1992, and incorporated herein by reference.

    4-K           First Amendment dated as of August 6, 1992 to the
                  Pooling and Servicing Agreement dated as of May 31, 1991,
                  as assigned by Chrysler Auto Receivables Company to U.S.
                  Auto Receivables Company ("USA") on August 8, 1991, among
                  USA, as Seller, Chrysler Credit Corporation, as Servicer
                  and Manufacturers and Traders Trust Company, as Trustee.
                  Filed as Exhibit 2.2 to the Trust's Registration Statement
                  on Form 8-A dated September 14, 1992, and incorporated
                  herein by reference.

    4-L           Series  1992-1 Supplement dated as  of  July  1,  1992,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Credit Corporation, as Servicer, and Manufacturers and
                  Traders Trust Company, as Trustee. Filed as Exhibit 3 to
                  the Trust's Registration Statement on Form 8-A dated
                  September 14, 1992, and incorporated herein by reference.

    4-M           First Amendment dated as of  August  24,  1992  to  the
                  Series 1991-1 Supplement dated as of May 31, 1991, among
                  U.S. Auto Receivables Company ("USA"), as seller (the
                  "Seller"), Chrysler Credit Corporation, as servicer (the
                  "Servicer") and Manufacturers and Traders Trust Company, as
                  Trustee (the "Trustee"), to the Pooling and Servicing
                  Agreement dated as of May 31, 1991, as assigned by Chrysler
                  Auto Receivables Company to USA on August 8, 1991, as
                  amended by the First Amendment dated as of August 6, 1992,
                  among the Seller, the Servicer and the Trustee. Filed as
                  Exhibit 4-M to the Trust's Quarterly Report on Form 10-Q
                  for the period ended September 30, 1992, and incorporated
                  herein by reference.

    4-N           Second Amendment dated as of August 24, 1992 to the Series
                  1991-2 Supplement dated as of June 30, 1991, among U.S.
                  Auto Receivables Company ("USA"), as seller (the "Seller"),
                  Chrysler Credit Corporation, as servicer (the "Servicer")
                  and Manufacturers and Traders Trust Company, as Trustee
                  (the "Trustee"), to the Pooling and Servicing Agreement
                  dated as of May 31, 1991, as assigned by Chrysler Auto
                  Receivables Company to USA on August 8, 1991, as amended by
                  the First Amendment dated as of August 6, 1992, among the
                  Seller, the Servicer and the Trustee. Filed as Exhibit 4-N
                  to the Trust's Quarterly Report on Form 10-Q for the period
                  ended September 30, 1992, and incorporated herein by
                  reference.


                                     E-3


<PAGE>

                         CARCO AUTO LOAN MASTER TRUST

                                EXHIBIT INDEX

Exhibit
Number                   Description of Exhibit
-------                  ----------------------

    4-O           Second Amendment dated as of August  24,  1992  to  the
                  Series 1991-3 Supplement dated as of June 30, 1991, among
                  U.S. Auto Receivables Company ("USA"), as seller (the
                  "Seller"), Chrysler Credit Corporation, as servicer (the
                  "Servicer") and Manufacturers and Traders Trust Company, as
                  Trustee (the "Trustee"), to the Pooling and Servicing
                  Agreement dated as of May 31, 1991, as assigned by Chrysler
                  Auto Receivables Company to USA on August 8, 1991, as
                  amended by the First Amendment dated as of August 6, 1992,
                  among the Seller, the Servicer and the Trustee. Filed as
                  Exhibit 4-O to the Trust's Quarterly Report on Form 10-Q
                  for the period ended September 30, 1992, and incorporated
                  herein by reference.

   4-P            First Amendment dated as of  August  24,  1992  to  the
                  Series 1991-4 Supplement dated as of September 30, 1991,
                  among U.S. Auto Receivables Company ("USA"), as seller (the
                  "Seller"), Chrysler Credit Corporation, as servicer (the
                  "Servicer") and Manufacturers and Traders Trust Company, as
                  Trustee (the "Trustee"), to the Pooling and Servicing
                  Agreement dated as of May 31, 1991, as assigned by Chrysler
                  Auto Receivables Company to USA on August 8, 1991, as
                  amended by the First Amendment dated as of August 6, 1992,
                  among the Seller, the Servicer and the Trustee. Filed as
                  Exhibit 4-P to the Trust's Quarterly Report on Form 10-Q
                  for the period ended September 30, 1992, and incorporated
                  herein by reference.

    4-Q           Series 1992-2 Supplement dated as of October 1, 1992,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Credit Corporation, as Servicer, and Manufacturers and
                  Traders Trust Company, as Trustee. Filed as Exhibit 3 to
                  the Trust's Registration Statement on Form 8-A dated
                  October 30, 1992, and incorporated herein by reference.


    4-R           Series 1993-1 Supplement dated as of February 1, 1993,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Credit Corporation, as Servicer, and Manufacturers and
                  Traders Trust Company, as Trustee. Filed as Exhibit 3 to
                  the Trust's Registration Statement on Form 8-A dated March
                  15, 1993, and incorporated herein by reference.

    4-S           Series 1993-2 Supplement dated as of November 1, 1993,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Credit Corporation, as Servicer, and Manufacturers and
                  Traders Trust Company, as Trustee. Filed as Exhibit 3 to
                  the Trust's Registration Statement on Form 8-A dated
                  December 6, 1993, and incorporated herein by reference.


                                     E-4

<PAGE>

                         CARCO AUTO LOAN MASTER TRUST

                                EXHIBIT INDEX

Exhibit
Number                   Description of Exhibit
-------                  ----------------------

    4-T           Second Amendment dated as of September 21, 1993,  to
                  Pooling and Servicing Agreement dated as of May 31, 1991,
                  as assigned by Chrysler Auto Receivables Company to U.S.
                  Auto Receivables Company ("USA") on August 8, 1991, among
                  USA, as Seller, Chrysler Credit Corporation, as Servicer,
                  and Manufacturers and Traders Trust Company, as Trustee.
                  Filed as Exhibit 4.3 to USA's Registration Statement on
                  Form S-1 (File No. 33-70144) and incorporated herein by
                  reference.

    4-U           Series 1994-1 Supplement dated as of September 30, 1994,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Credit Corporation, as Servicer, and Manufacturers and
                  Traders Trust Company, as Trustee. Filed as Exhibit 3 to
                  the Trust's Registration Statement on Form 8-A dated
                  November 23, 1994, and incorporated herein by reference.

    4-V           Series 1994-2 Supplement dated as of October 31, 1994,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Credit Corporation, as Servicer, and Manufacturers and
                  Traders Trust Company, as Trustee. Filed as Exhibit 3 to
                  the Trust's Registration Statement on Form 8-A dated
                  December 22, 1994, and incorporated herein by reference.

    4-W           Series 1994-3 Supplement dated as of November 30, 1994,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Credit Corporation, as Servicer, and Manufacturers and
                  Traders Trust Company, as Trustee. Filed as Exhibit 4-W to
                  the Trust's Annual Report on Form 10-K for the year ended
                  December 31, 1994, and incorporated herein by reference.

    4-X           Series 1995-1 Supplement dated as of December 31, 1994,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Credit Corporation, as Servicer, and Manufacturers and
                  Traders Trust Company, as Trustee. Filed as Exhibit 3 to
                  the Trust's Registration Statement on Form 8-A dated
                  January 19, 1995, and incorporated herein by reference.

    4-Y           Series 1995-2 Supplement dated as of February 28, 1995,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Credit Corporation, as Servicer, and Manufacturers and
                  Traders Trust Company, as Trustee. Filed as Exhibit 3 to
                  the Trust's Registration Statement on Form 8-A dated March
                  27, 1995, and incorporated herein by reference.


                                     E-5



<PAGE>

                         CARCO AUTO LOAN MASTER TRUST

                                EXHIBIT INDEX

Exhibit
Number                   Description of Exhibit
-------                  ----------------------

    4-Z           Series 1995-3 Supplement dated as of April 30, 1995, among
                  U.S. Auto Receivables Company, as Seller, Chrysler Credit
                  Corporation, as Servicer, and Manufacturers and Traders
                  Trust Company, as Trustee. Filed as Exhibit 4-Z to the
                  Trust's Quarterly Report on Form 10-Q for the period ended
                  June 30, 1995, and incorporated herein by reference.

    4-AA          Series 1995-4 Supplement dated as of April 30, 1995, among
                  U.S. Auto Receivables Company, as Seller, Chrysler Credit
                  Corporation, as Servicer, and Manufacturers and Traders
                  Trust Company, as Trustee. Filed as Exhibit 4-AA to the
                  Trust's Quarterly Report on Form 10-Q for the period ended
                  June 30, 1995, and incorporated herein by reference.

    4-BB          Series 1995-4A Supplement dated as of April 30, 1995, among
                  U.S. Auto Receivables Company, as Seller, Chrysler Credit
                  Corporation, as Servicer, and Manufacturers and Traders
                  Trust Company, as Trustee. Filed as Exhibit 4-BB to the
                  Trust's Quarterly Report on Form 10-Q for the period ended
                  June 30, 1995, and incorporated herein by reference.

    4-CC          Series 1995-5 Supplement dated as of November 30, 1995,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Credit Corporation, as Servicer, and Manufacturers and
                  Traders Trust Company, as Trustee, and joined in by Societe
                  Generale, Chicago Branch, as Agent. Filed as Exhibit 4-CC
                  to the Trust's Annual Report on Form 10-K for the year
                  ended December 31, 1995, and incorporated herein by
                  reference.

    4-DD          Agreement of Resignation, Appointment and Acceptance
                  dated as of August 23, 1996, by and among U.S. Auto
                  Receivables Company, Chrysler Financial Corporation,
                  Manufacturers and Traders Trust Company, and The Bank of
                  New York. Filed as Exhibit 4-DD to the Trust's Quarterly
                  Report on Form 10-Q for the period ended September 30,
                  1996, and incorporated herein by reference.

    4-EE          Series 1996-1 Supplement dated as of September 30,
                  1996, among U.S. Auto Receivables Company, as Seller,
                  Chrysler Financial Corporation, as Servicer, and The Bank
                  of New York, as Trustee. Filed as Exhibit 4-EE to the
                  Trust's Annual Report on Form 10-K for the year ended
                  December 31, 1996, and incorporated herein by reference.

    4-FF          Series 1996-2 Supplement dated as of November 30, 1996,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Financial Corporation, as Servicer, and The Bank of New
                  York, as Trustee. Filed as Exhibit 4-FF to the Trust's
                  Annual Report on Form 10-K for the year ended December 31,
                  1996, and incorporated herein by reference.


                                     E-6

<PAGE>

                         CARCO AUTO LOAN MASTER TRUST

                                EXHIBIT INDEX

Exhibit
Number                   Description of Exhibit
-------                  ----------------------

    4-GG          Series 1997-1 Supplement dated as of July 31, 1997,
                  among U.S. Auto Receivables Company, as Seller, Chrysler
                  Financial Corporation, as Servicer, and The Bank of New
                  York, as Trustee. Filed as Exhibit 4-GG to the Trust's
                  Quarterly Report on Form 10-Q for the period ended
                  September 31, 1997, and incorporated herein by reference.

    4-HH          Series 1998-1 Supplement dated as of June 16, 1998, among
                  U.S. Auto Receivables Company, as Seller, Chrysler
                  Financial Corporation, as Servicer, and The Bank of New
                  York, as Trustee. Filed as Exhibit 4-HH to the Trust's
                  Quarterly Report on Form 10-Q for the period ended June 30,
                  1998 and incorporated herein by reference.


    23            Consent of Deloitte & Touche LLP.

    27            Financial Data Schedule.


                                     E-7