SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-K/A

[X]      Annual  report  pursuant  to  Section  13 or  15(d)  of the Securities
         Exchange   Act  of  1934   for   the   period  from   April 29,  1999
         (Commencement of Operations) to December 31, 1999

[  ]     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  333-65271-01

                      MELLON AUTO RECEIVABLES CORPORATION
             (Exact name of registrant as specified in its charter)

         Delaware                                          25-1831621
(State or other jurisdiction of                           I.R.S. Employer
incorporation or organization)                            Identification No.)

One Mellon Bank Center, Room 0410
Pittsburgh, PA                                             15258
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code : (412) 236-6559

                 MELLON AUTO RECEIVABLES CORPORATION
                  MELLON AUTO GRANTOR TRUST 1999-1
       (Title of each class of securities covered by this Form)

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:  None

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/A or any  amendment to
this Form 10-K/A. [X]

Documents incorporated by reference:  None

                                   Page 1 of 5
             This report consists 10 of consecutively numbered pages.



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                           AMENDMENT NUMBER 1 OF 1

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MELLON AUTO RECEIVABLES CORPORATION
MELLON AUTO GRANTOR TRUST 1999-1
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PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

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

    (1) Financial Statements:
         Omitted.

    (2)  Financial Statement Schedules:
         Omitted.

    (3)  Exhibits:

   Annual  Servicer  Statement of  Compliance,  filed as Exhibit 99.1 hereto.
   Annual Statement of  Independent  Accountants  Report for the Servicer,
           filed as Exhibit 99.2 hereto.

(b)   Reports on Form 8-K: The  following  Current  Reports on Form 8-K were
      filed by the Registrant during the last quarter of 1999.

      Current  Reports   on Form 8-K,   dated   October 15,  1999,  November 15,
     1999,  and  December  15,  1999,  were filed for the  purpose of filing the
     Monthly  Statement  sent to the  Holders of the  Offered  Certificates  for
     payments made on the same dates.  The items reported in such Current Report
     were Item 5 (Other Events).


(c)   Exhibits to this report are listed in Item (14)(a)(3) above.


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SIGNATURE

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.


                                    THE CHASE MANHATTAN BANK,
                                    not in its individual capacity but solely
                                    as Collateral Agent under the Agreement
                                    referred to herein



Date:  May 15, 2000                 By:  /s/Jennifer Richardson
                                    -----------------------------
                                    Jennifer Richardson
                                    Assistant Vice President



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                                 EXHIBIT INDEX

Exhibit     Description                                         Page

 99.1       Servicer's Annual Statements of Compliance            6
            and Officers' Certification

 99.2       Servicer's Annual Independent Accountants' Report     9



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                                EXHIBIT 99.1

                Servicer's Annual Statement of Compliance
                and Officers' Certification

                                      -6-

<PAGE>

Mellon Bank
Loan Servicing Division
P.O. Box 149
Pittsburgh, PA  15230-0149



April 5, 2000

                     MANAGEMENT REPORT

As of and for the year ended December 31, 1999,  Mellon Bank, N.A. has complied,
in all material respects,  with the minimum servicing standards set forth in the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers,  except for minimum servicing standards I.4., III.3.,  III.4.,
III.6.,  IV. 1., V.2., V.3., and V.4., which management of Mellon Bank, N.A. has
interpreted as being  inapplicable to the servicing of the automobile loans held
by Mellon Auto Grantor  Trust  1999-1.  As of and for this same  period,  Mellon
Bank, N.A. had in effect a fidelity bond and errors and omissions  policy in the
amount of $300,000,000.

/s/ Patrick Rryan
Patrick Ryan
First Vice President
Loan Servicing & Collections Division


/s/ Victor A. Bertoty
Victor A. Bertoty
First Vice President
Consumer Loan Center/Portfolio Mgmt. & Dev. Division


/s/ Philip K. Hamm
Philip K. Hamm
Senior Vice President
Consumer Lending Group


/s/ Daniel J. Tuccillo
Daniel J. Tuccillo
Senior Vice President
Consumer Financial Services


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<PAGE>


Mellon Bank
Loan Servicing Division
P.O. Box 149
Pittsburgh, PA  15230-0149



                     OFFICER'S CERTIFICATE

                        MELLON BANK, N.A.

              MELLON AUTO GRANTOR TRUST 1999-1

The  undersigned,  Patrick  Ryan, a First Vice  President of Mellon Bank,  N.A.,
pursuant to Section  3.10 of the Pooling and  Servicing  Agreement,  dated as of
April 1, 1999, by and among Mellon Auto  Receivables  Corporation,  as Depositor
(the  "Depositor"),  Mellon Bank, N.A., as Seller and Master  Servicer,  Norwest
Bank  Minnesota,  N.A., as Trustee,  and the Chase Manhattan Bank, as Collateral
Agent, does hereby certify as follows:


     1.  The  undersigned  is an  officer  of  Mellon  Bank,  N.A.  who is  duly
authorized to execute and deliver this  Officer's  Certificate  to the Depositor
and Trustee pursuant to the Agreement.


     2. A review of the  activities of Mellon Bank,  N.A.  during the year ended
December 31, 1999, with regard to its  performance  under the Agreement has been
conducted under the supervision of the undersigned.


     3.  To the  best  knowledge  of the  undersigned,  Mellon  Bank,  N.A.  has
fulfilled its obligations  under the Agreement  throughout such year, and is not
in default in the  performance,  observance or fulfillment of or compliance with
any of the terms, provisions, covenants and condition of the Agreement.



                 IN WITNESS WHEREOF, the undersigned has executed this Officer's
Certificate this 5th day of April, 2000.

                                MELLON BANK, N.A. as Master Servicer


                                By: /s/ Patrick Ryan
                                Name:  Patrick Ryan
                                Title: First Vice President



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<PAGE>

                                EXHIBIT 99.2

                Servicer's Annual Independent Accountants' Report


                                      -9-

<PAGE>

KPMG
One Mellon Bank Center                                  Telephone  412.391.9710
Pittsburgh, PA  15219                                   Fax  412.391.8963

INDEPENDENT ACCOUNTANTS' REPORT

Mellon Auto Grantor Trust 1999-1
c/o Norwest Bank Minnesota, National Association, as Trustee:


We have examined  management's  assertion about Mellon Bank,  N.A.'s  compliance
with  the  minimum  servicing  standards  set  forth  in  the  Mortgage  Bankers
Association  of  America's  Uniform  Single  Attestation  Program  for  Mortgage
Bankers,  except for minimum servicing standards I.4., I11.3.,  III.4.,  III.6.,
IV. 1.,  V.2.,  V.3.,  and V.4.,  which  management  of Mellon  Bank,  N.A.  has
interpreted as being  inapplicable to the servicing of the automobile loans held
by Mellon Auto Grantor Trust 1999-1,  as of and for the year ended  December 31,
1999, included in the accompanying Management Report.  Management is responsible
for Mellon Bank, N.A.'s compliance with those minimum servicing  standards.  Our
responsibility  is to express an opinion on management's  assertion about Mellon
Bank, N.A.'s compliance based on our examination.

Our  examination  was  made in  accordance  with  standards  established  by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining,  on a test basis,  evidence about Mellon Bank, N,A.'s compliance with
the  aforementioned  minimum  servicing  standards  and  performing  such  other
procedures as we considered necessary in the circumstances.  We believe that our
examination  provides a reasonable  basis for our opinion.  Our examination does
not provide a legal  determination  on Mellon Bank,  N.A.'s  compliance with the
minimum servicing standards.

In our opinion,  management's  assertion that Mellon Bank,  N.A. has complied in
all material respects with the aforementioned  minimum servicing standards as of
and for the year ended  December 31,  1999,  is fairly  stated,  in all material
respects.


/s/ KPMG, LLP

April 5, 2000


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