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, 1996
                              -----------------
                                       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   -
                     ---------------


                         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      (810) 948-3058
                                                   -------------------------


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 1992-2
       Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1
       Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2,
        Class A-1 Money Market Extendible Certificates, Series 1993-2
       Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2,
        Class A-2 Medium Term Certificates, Series 1993-2 
       Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1 
       7 7/8% Auto Loan Asset Backed Certificates, Series 1994-2 
       Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1 
       Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2


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 ("CFC") 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, a wholly owned subsidiary of CFC, merged with and into CFC. 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.

                                      2

<PAGE>

ITEM 2.     PROPERTIES

There is nothing to report with regard to this item.

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:

Issue Date        Series Description
Maturity Date     Principal Amount

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

                                      3

<PAGE>

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

Issue Date        Series Description
Maturity Date     Principal Amount

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

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
Outstanding       $400 million

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

November 1993     Floating Rate Auto Loan Asset Backed Certificates, 
                   Series 1993-2
Outstanding       $500 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
Outstanding       $500 million

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

January 1995      Floating Rate Auto Loan Asset Backed Certificates, 
                   Series 1995-1
Outstanding       $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
Outstanding       $500 million

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

May 1995          Floating Rate Auto Loan Asset Backed Certificates, 
                   Series 1995-4A
Outstanding       $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

December 1996     Floating Rate Auto Loan Asset Backed Certificates, 
                   Series 1996-2
Outstanding       $500 million

                                      4

<PAGE>

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

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 ("CFC"). 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.

                                      5

<PAGE>
<TABLE>
<CAPTION>


ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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



                                                      December 31,
                                                ----------------------
                                                  1996          1995
                                                ---------   ----------
<S>                                            <C>          <C> 
ASSETS

Cash and Cash Equivalents (Note 2)             $    120.9   $    136.4

Receivables (Note 4)                              8,158.0      7,858.6
                                               ----------   ----------

TOTAL ASSETS                                   $  8,278.9   $  7,995.0
                                               ==========   ==========

LIABILITIES AND EQUITY

Amounts Held for Future Distribution (Note 2)  $    120.9   $    136.4

Asset Backed Certificates (Notes 3 and 4)         8,158.0      7,858.6
                                               ----------   ----------

TOTAL LIABILITIES AND EQUITY                   $  8,278.9   $  7,995.0
                                               ==========   ==========

<FN>

See Notes to Financial Statements.
</TABLE>

                                      6

<PAGE>


ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
<TABLE>
<CAPTION>

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



                                                             Year Ended December 31,
                                                        -----------------------------------
                                                          1996          1995           1994
                                                        -------       -------        ------
<S>                                                     <C>           <C>            <C>     
CASH RECEIPTS

Collections of Interest                                 $  739.0      $  631.9       $  306.6
Deposits to Subordinated Accounts                            7.5          22.1            3.0
Proceeds from Sales of
   Investor Certificates                                 1,000.0       2,950.0        1,350.0
Collections of Principal                                   750.0            --        1,300.0
                                                        --------      --------       --------

TOTAL CASH RECEIPTS                                      2,496.5       3,604.0        2,959.6
                                                        --------      --------       --------


CASH DISBURSEMENTS

Purchases of Certificates held by USA                    1,000.0       2,950.0        1,350.0
Distributions of Interest                                  697.6         533.6          275.6
Distributions of Principal                                 750.0            --        1,300.0
Distributions of Amounts from
   Subordinated Accounts                                     4.1            --            8.6
Distributions of Service Fees                               60.3          47.5           29.0
                                                        --------      --------       --------

TOTAL CASH DISBURSEMENTS                                 2,512.0       3,531.1        2,963.2
                                                        --------      --------       --------

(CASH DISBURSEMENTS IN EXCESS OF CASH RECEIPTS)
  CASH RECEIPTS IN EXCESS OF CASH DISBURSEMENTS            (15.5)         72.9           (3.6)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD           136.4          63.5           67.1
                                                        --------      --------       --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD              $  120.9      $  136.4       $   63.5
                                                        ========      ========       ========
<FN>


See Notes to Financial Statements.
</TABLE>

                                      7

<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.

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. Prior to January 1, 1996, Chrysler
Credit Corporation ("CCC") was required to remit collections within two
business days of receipt to one or more accounts in the name of the Trustee.
On a daily basis, all funds so deposited were invested in short-term
instruments pending distribution. On December 31, 1995, CCC merged with and
into Chrysler Financial Corporation ("CFC").
CFC now remits collections to the Trust.


NOTE 3 - RELATED PARTIES

U.S. Auto Receivables Company ("USA") is, and CCC was, a wholly-owned
subsidiary of CFC. On December 31, 1995, CCC merged with and into CFC.

                                      8

<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>    <C>
 6/91       Floating Rate Auto Loan Asset Backed Certificates, Series 1991-1          $400   (1)
 8/91       7 3/8% Auto Loan Asset Backed Certificates, Series 1991-2                 $250   (1)
 8/91       7 7/8% Auto Loan Asset Backed Certificates, Series 1991-3                 $750   (1)
10/91       Floating Rate Auto Loan Asset Backed Certificates, Series 1991-4          $500   (1)
12/91       Money Market Auto Loan Asset Backed Certificates, Series A                $300   (1)
 3/92       Money Market Auto Loan Asset Backed Certificates, Series B                $350   (1)
 5/92       Money Market Auto Loan Asset Backed Certificates, Series C                $150   (1)
 7/92       Floating Rate Auto Loan Asset Backed Certificates, Series 1992-1          $400   (1)
10/92       Floating Rate Auto Loan Asset Backed Certificates, Series 1992-2          $400
 2/93       Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1          $250
11/93       Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
               Class A-1 Money Market Extendible Certificates                         $400
               Class A-2 Medium Term Certificates                                     $100
10/94       Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1          $500
12/94       7 7/8% Auto Loan Asset Backed Certificates, Series 1994-2                 $500
12/94       8 1/8% Auto Loan Asset Backed Certificates, Series 1994-3                 $350
 1/95       Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1          $600
 3/95       Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2          $600
 5/95       Floating Rate Auto Loan Asset Backed Certificates, Series 1995-3          $500
 5/95       Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4          $500
 5/95       Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A         $500
12/95       Floating Rate Auto Loan Asset Backed Certificates, Series 1995-5          $250
11/96       Floating Rate Auto Loan Asset Backed Certificates, Series 1996-1          $500
12/96       Floating Rate Auto Loan Asset Backed Certificates, Series 1996-2          $500
<FN>

Receivables in excess of total investors certificates outstanding at December
31, 1996 and 1995, are represented by Certificates held by USA.

(1)  Series matured prior to 12/31/96.  Refer to Note 5 for further details.
</TABLE>

                                      9

<PAGE>



 ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
<TABLE>
<CAPTION>

                         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)
------         ----                 --------             -----------           --------

<S>   <C>      <C>                  <C>                   <C>                   <C>
91-1           LIBOR + 0.25%        Monthly                7-12/1994            Matured
91-2           7 3/8% (3)           Semi-Annually          8/1993               Matured
91-3           7 7/8% (3)           Semi-Annually          8/1996               Matured
91-4           LIBOR + 0.50%        Monthly               10/1994               Matured
 A             Comm Paper + 0.20%   Monthly                3/1992               Matured
 B             Comm Paper + 0.25%   Monthly                6/1992               Matured
 C             Comm Paper + 0.25%   Monthly                8/1992               Matured
92-1           LIBOR + 0.20%        Monthly                8/1994               Matured
92-2           LIBOR + 0.35%        Monthly                 --                  10/1997
93-1           LIBOR + 0.28%        Monthly                 --                   2/1998
93-2  A-1      Comm Paper + 0.075%  Monthly                 --                  11/1998
      A-2      LIBOR + 0.26%        Monthly                 --                  11/1998
94-1           LIBOR + 0.18%        Monthly                 --                  10/1999
94-2           7 7/8% (3)           Semi-Annually           --                   8/1997
94-3           8 1/8% (3)           Annually                --                  11/1997
95-1           LIBOR + 0.16%        Monthly                 --                   7/1998
95-2           LIBOR + 0.13%        Monthly                 --                   3/2000
95-3           Fed Funds + 0.25%    Monthly                 --                   6/1998
95-4           Fed Funds + 0.26%    Monthly                 --                   5/1998
95-4A          Fed Funds + 0.26%    Monthly                 --                   7/1998
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
<FN>


(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 connection with this Series, the Trust entered into an interest rate
swap agreement with CFC, the notional amount of which is equal to the
principal amount of the related Certificates. Under this agreement, CFC paid
the Trust interest at the Certificate Rate, and the Trust paid interest to
CFC based on a floating rate (which is the lesser of (a) LIBOR or (b) Prime
less 1.5%).
</TABLE>

                                      10

<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:
<TABLE>
<CAPTION>

                                                December 31, 1996            December 31, 1995
                                         ---------------------------    ------------------------
                                           Carrying       Fair          Carrying     Fair
                                           Amounts        Value         Amounts      Value
                                         -------------    -------       ---------    -----
                                                         (in millions of dollars)

<S>                                      <C>          <C>                <C>       <C>     
Receivables                              $8,158.0     $8,158.0           $7,858.6  $7,858.6
Asset Backed Certificates                $8,158.0     $8,158.0           $7,858.6  $7,858.6
</TABLE>

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.

                                      11

<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 with CFC 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 a fixed rate interest payment from CFC in return for interest payments
based on a variable rate. The weighted average fixed rate received by the Trust
was 7.98% at December 31, 1996 and 7.93% at December 31, 1995. The weighted
average floating rate paid to CFC was 5.64% and 6.00% at December 31, 1996
and December 31, 1995, 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:
<TABLE>
<CAPTION>

                                December 31, 1996             December 31, 1995
                                -----------------          --------------------
                                Contract                    Contract
                                   or         Unrealized        or      Unrealized
                                Notional        Gains        Notional     Gains
                                 Amount        (Losses)       Amount     (Losses)
                                -------       ----------    ---------   ----------
                                          (in millions of dollars)
<S>                             <C>           <C>            <C>           <C>  
Pay variable interest
 rate swaps                     $850.0        $14.5          $1,600.0      $49.2
</TABLE>

The fair value of the Trust's interest rate swap agreements was estimated by
discounting net cash flows using quoted market interest rates in effect at
the end of each year presented. Such quoted market interest rates do not give
effect to anticipated changes in market interest rates.

                                      12

<PAGE>
Deloitte &
Touche LLP
-----------------                       --------------------------------------
                                        Suite 900     Telephone (313) 396-3000
                                        600 Renaissance Center
                                        Detroit, Michigan 48243-1704


INDEPENDENT AUDITORS' REPORT

Shareholder and Board of Directors
Chrysler Financial Corporation
Southfield, Michigan

We have audited the accompanying statements of assets, liabilities and equity
arising from cash transactions of the CARCO Auto Loan Master Trust as of
December 31, 1996 and 1995, and the related statement of cash receipts and
disbursements for each of the three years in the period ended December 31,
1996. These financial statements are the responsibility of the management of
Chrysler Financial Corporation. 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 the CARCO Auto Loan Master Trust as of December 31, 1996 and 1995, and its
cash receipts and disbursements for each of the three years in the period
ended December 31, 1996 on the basis of accounting described in Note 1.


/s/ Deloitte & Touche LLP

January 21, 1997

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

                                      13
<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, 1996 and
        1995 (page 6 of this report)

        Statement of Cash Receipts and Disbursements for the three years
        ended December 31, 1996, 1995 & 1994 (page 7 of this report)

        Notes to financial statements (pages 8-12 of this report)

        Independent Auditors' Report (page 13 of this report)

                                      14

<PAGE>


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

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.

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.

                                      15

<PAGE>

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

   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.

   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.

                                      16

<PAGE>


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

   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.

   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.

                                      17

<PAGE>

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

   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.

   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.

                                      18

<PAGE>


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

   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.

   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.

   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.

                                      19

<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 Corporation, as Servicer
                             -------------------------------------------








Date: March 13, 1997   By:   /s/ T. F. Gilman
                             -------------------------------------------
                             T. F. Gilman, Vice President and Controller
                                            Principal Accounting Officer


                                      20

<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.

  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.

                                     E-1

<PAGE>


                         CARCO AUTO LOAN MASTER TRUST

                                EXHIBIT INDEX



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

  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.

  4-J       Series C Supplement, dated as of May 1, 1992, among U.S. Auto
            Receivable 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.

                                     E-2

<PAGE>


                         CARCO AUTO LOAN MASTER TRUST

                                EXHIBIT INDEX

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

  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.

                                     E-4

<PAGE>

                         CARCO AUTO LOAN MASTER TRUST

                                EXHIBIT INDEX

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

  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.

  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.

                                     E-5

<PAGE>

                         CARCO AUTO LOAN MASTER TRUST

                                EXHIBIT INDEX

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

  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.


                                     E-6

<PAGE>

                         CARCO AUTO LOAN MASTER TRUST

                                EXHIBIT INDEX

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

  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.

  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.

   27       Financial Data Schedule.

                                     E-7