Exhibit 4.3


                    SECOND AMENDMENT dated as of September 21, 1993, to
               Pooling and Servicing Agreement dated as of May 31, 1991 (as
               heretofore amended, the "Pooling and Servicing Agreement"), as
               assigned by Chrysler Auto Receivables Company to U.S. Auto
               Receivables Company ("USA") on August 8, 1991, among USA, as
               seller (the "Seller"), Chrysler Credit Corporation, as servicer
               (the "Servicer"), and Manufacturers and Traders Trust Company,
               as trustee (the "Trustee").

          WHEREAS the Seller, the Servicer and the Trustee have entered into
the Pooling and Servicing Agreement.

          WHEREAS the Seller and the Servicer wish to amend the Pooling and
Servicing Agreement to provide that (a) the Seller may, in connection with the
removal from the Trust of Eligible Accounts, repurchase the then existing
Receivables in such Accounts and (b) the Trust may issue with respect to any
series a paired series.

          WHEREAS the Seller and the Servicer wish to effect this amendment in
accordance with Section 13.01(a) of the Pooling and Servicing Agreement.

          WHEREAS the Seller and the Servicer have directed the Trustee to
execute this Amendment and have caused the Opinion of Counsel required by
Section 13.01(a) of the Pooling and Servicing Agreement to be delivered to the
Trustee.

          NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereby agree as follows:

          1. Definitions. For purposes of this Amendment, capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.

          2. Amendments to Section 1.01 of the Pooling and Servicing
Agreement. Section 1.01 of the Pooling and Servicing Agreement is hereby
amended as follows:

               (a) The following definition is hereby inserted after the
          definition of "Exchange Date" and before the definition of "FDIC":

                    ""Excluded Series" shall mean any Series designated as
               such in the relevant Supplement."

               (b) The definition of "Required Participation Amount" is hereby
          amended and restated in its entirety to read as follows:

                         ""Required Participation Amount" shall mean, at any
                    time of determination, an amount equal to (a) the sum of
                    the amounts for each Series (other than any Series or
                    portion thereof which is designated in the relevant
                    Supplement as being an Excluded Series until the Invested
                    Amount of the Series relating to such Excluded Series is
                    reduced to $0) obtained by multiplying the Required
                    Participation Percentage for such Series by the Initial
                    Invested Amount for such Series at such time plus (b) the
                    Trust Available Subordinated Amount on the immediately
                    preceding Determination Date (after giving effect to the
                    allocations, distributions, withdrawals and deposits to be
                    made on the Distribution Date following such Determination
                    Date)."

          3. Amendment to Section 2.07(a) of the Pooling and Servicing
Agreement. Section 2.07(a) of the Pooling and Servicing Agreement is hereby
amended and restated in its entirety to read as follows:

                         "(a) On each Determination Date the Seller shall have
                    the right to remove from the Trust Accounts in the manner
                    prescribed in Section 2.07(b). In addition, on each
                    Determination Date the Seller shall have the right to
                    remove from the Trust Accounts and, in connection
                    therewith, repurchase the then existing Receivables in
                    such Accounts, in the manner prescribed in Section
                    2.07(c).

          4. Amendment and Restatement and Renumbering of Section 2.07(c) of
the Pooling and Servicing Agreement. Section 2.07(c) of the Pooling and
Servicing Agreement is hereby renumbered to section 2.07(d) and amended and
restated in its entirety to read as follows:

                         "(d) In the case of any removal of a Designated
                    Account pursuant to Section 2.07(b), subject to such
                    Section 2.07(b), on the Removal Date with respect to any
                    such Designated Account, the Seller shall cease to
                    allocate any Collections therefrom in accordance with
                    Section 2.07 (b) and such Designated Account shall be
                    deemed removed from the Trust for all purposes (a "Removed
                    Account"). Within five Business Days after the Removal
                    Date, the Trustee shall deliver to the Seller a
                    reassignment in substantially the form of Exhibit H (the
                    "Reassignment"), together with appropriate UCC financing
                    statements."

          5. Addition of New Section 2 07(c) to the Pooling and Servicing
Agreement. A new Section 2.07 (c) is hereby added to the Pooling and Servicing
Agreement to read as follows:

                         "(c) To remove Accounts and repurchase the then
                    existing Receivables in such Accounts, the Seller (or the
                    Servicer on its behalf) shall take the following actions
                    and make the following determinations:

               (i) not less than five Business Days prior to the Removal and
          Repurchase Date (the "Removal and Repurchase Notice Date"), furnish
          to the Trustee, any Agent, any Enhancement Providers and the Rating
          Agencies a Removal Notice specifying the Designated Accounts which
          are to be removed, and the then existing Receivables in such
          Designated Accounts (the "Designated Receivables") which are to be
          repurchased, from the Trust and the Determination Date (which may be
          the Determination Date on which such notice is given) on which the
          removal of such Designated Accounts and the repurchase of such
          Designated Receivables will occur (a "Removal and Repurchase Date");

               (ii) on the Removal and Repurchase Date with respect to such
          Designated Accounts, amend Schedule 1 by delivering to the Trustee a
          computer file or microfiche or written list containing a true and
          complete list of the Removed Accounts specifying for each such
          Account, as of the Removal and Repurchase Notice Date, its account
          number and the aggregate amount of Receivables outstanding in such
          Account;

               (iii) on the Removal and Repurchase Date, deposit into the
          Collection Account funds in an amount equal to the aggregate
          outstanding balance of the Repurchased Receivables on such date (the
          "Repurchased Receivables Purchase Price"), which funds,
          notwithstanding anything in the Pooling and Servicing Agreement to
          the contrary, will not be released from the Collection Account other
          than pursuant to Section 4.03 (f) of the Pooling and Servicing
          Agreement;

               (iv) represent and warrant that the removal of any such
          Eligible Account and the repurchase of the Receivables then existing
          in such Account on any Removal and Repurchase Date shall not, in the
          reasonable belief of the Seller, cause an Early Amortization Event
          to occur or cause the Pool Balance to be less than the Required
          Participation Amount;

               (v) represent and warrant that no selection procedures believed
          by the Seller to be adverse to the interests of the Beneficiaries
          were utilized in selecting the Designated Accounts;

               (vi) represent and warrant as of the Removal and Repurchase
          Date that the list of Removed Accounts delivered pursuant to clause
          (ii) above, as of the Removal and Repurchase Date, is true and
          complete in all material respects;

               (vii) represent and warrant that such removal and repurchase
          will not result in a reduction or withdrawal of the rating of any
          outstanding Series or Class by the applicable Rating Agency;

               (viii) deliver to the Trustee, each Rating Agency, any Agent
          and any Enhancement Providers a Tax Opinion, dated the Removal and
          Repurchase Date, with respect to such removal and repurchase; and

               (ix) on or before the related Removal and Repurchase Date,
          deliver to the Trustee, any Agent and any Enhancement Providers an
          Officers' Certificate confirming the items set forth in clauses (iv)
          through (vii) above and confirming that the Seller reasonably
          believes that the removal of the Removed Accounts and the repurchase
          of the Repurchased Receivables will not result in the occurrence of
          an Early Amortization Event; the Trustee may conclusively rely on
          such Officers' Certificate and shall have no duty to make inquiries
          with regard to the matters set forth therein and shall incur no
          liability in so relying.

          No Designated Accounts shall be so removed and no Designated
          Receivables shall be so repurchased unless each Rating Agency shall
          have notified the Seller, the Servicer and the Trustee in writing
          that such removal and repurchase will not result in a reduction or
          withdrawal of the rating of any outstanding Series or Class by such
          Rating Agency."

          6. Addition of New Section 2.07(e) to the Pooling and Servicing
Agreement. A new Section 2.07(e) is hereby added to the Pooling and Servicing
Agreement to read as follows:

                    "(e) In the case of any removal of Designated Accounts and
               repurchase of Designated Receivables pursuant to Section
               2.07(c), subject to such Section 2.07(c), on the Removal and
               Repurchase Date with respect to any such Designated Account and
               Designated Receivables, such Designated Account shall be deemed
               removed, and such Designated Receivables ("Repurchased
               Receivables") shall be deemed repurchased, from the Trust for
               all purposes and the Trustee shall, without further action, be
               deemed to sell, transfer, assign, set over and otherwise convey
               to the Seller, effective as of the Removal and Repurchase Date,
               without recourse, representation or warranty, all the right,
               title and interest of the Trust in and to the Repurchased
               Receivables, all moneys due and to become due and all amounts
               received with respect thereto and all proceeds thereof. Within
               five Business Days after the Removal and Repurchase Date, the
               Trustee shall deliver to the Seller a Reassignment, together
               with appropriate UCC financing statements."

          7. Amendments to Section 4.03 of the Pooling and Servicing
Agreement. Section 4.03 of the Pooling and Servicing Agreement is hereby
amended as follows:

               (a) Section 4.03 (d) is hereby amended by inserting at the end
          of the first sentence thereof the following:

                    "; provided, however, Collections of Non-Principal
               Receivables and Principal Receivables, Defaulted Receivables
               and Miscellaneous Payments shall not be allocated to any
               Excluded Series until the Invested Amount of the Series
               relating to such Excluded Series is reduced to $0."

               (b) A new Section 4.03 (f) is hereby added to the end of
          Section 4.03 to read as follows:

                    "(f) On each Distribution Date, amounts on deposit in the
               Collection Account on such Distribution Date resulting from
               payment by the Seller of the Repurchased Receivables Purchase
               Price pursuant to Section 2.06(d) shall be applied as follows:
               first, to fund any unpaid Miscellaneous Payments due on or
               prior to such Distribution Date and second, an amount equal to
               the product of (i) the amount of the Repurchased Receivables
               Purchase Price initially deposited by the seller in the
               Collection Account pursuant to Section 2.06(d) and (ii) the
               Monthly Payment Rate for the immediately preceding Collection
               Period, shall be treated as Principal Collections collected in
               the immediately preceding Collection Period."

          8. Continuation of the Pooling and Servicing Agreement. The Pooling
and Servicing Agreement, as amended hereby, shall continue in full force and
effect.

          9. Counterparts. This Amendment may be executed in counterparts, and
all such counterparts taken together shall be deemed to constitute one and the
same agreement.

          10. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment
by their respective officers or agents thereunto authorized, as of the date
first written above.

                                            U.S. AUTO RECEIVABLES COMPANY,
                                            as Seller,


                                            By
                                               -------------------------------


                                            CHRYSLER CREDIT CORPORATION,
                                            as Servicer,



                                            By
                                               -------------------------------


                                            MANUFACTURERS AND TRADERS TRUST
                                            COMPANY, as Trustee,


                                            By
                                               -------------------------------




<PAGE>


          10. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment
by their respective officers or agents thereunto authorized, as of the date
first written above.

                                            U.S. AUTO RECEIVABLES COMPANY,
                                            as Seller,


                                            by
                                               -------------------------------


                                            CHRYSLER CREDIT CORPORATION,
                                            as Servicer,


                                            by
                                               -------------------------------


                                            MANUFACTURERS AND TRADERS
                                            TRUST COMPANY, as Trustee,


                                            by
                                               ------------------------------