NATIONAL FINANCIAL AUTO FUNDING TRUST
8-K, 1996-11-07
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): November 6, 1996


                      NATIONAL FINANCIAL AUTO FUNDING TRUST

                 (AS TRANSFEROR UNDER THE POOLING AND SERVICING
               AGREEMENT, DATED AS OF OCTOBER 21, 1996, PROVIDING
                FOR THE ISSUANCE OF AUTOMOBILE RECEIVABLES-BACKED
                          CERTIFICATES, SERIES 1996-1)


                      NATIONAL FINANCIAL AUTO FUNDING TRUST
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                   33-80813
           --------                   --------            ---------------------
(State or Other Jurisdiction          (Commission         (I.R.S. Employer
of Incorporation)                     File Number)        Identification Number)

One Park Place
621 N.W. 53rd Street
Boca Raton, Florida                                       33487
- -------------------                                       -----
(Address of Principal                                     (Zip Code)
Executive Offices)

Registrant's telephone number, including area code:  (407) 997-2747
                                                     --------------





<PAGE>


                                       -2-


Item 5.  OTHER EVENTS

Description of the Certificates and the Receivables Pool

         National Financial Auto Funding Trust (the "Funding Trust") will cause
to be filed with the Securities and Exchange Commission (the "Commission")
pursuant to the Commission's Rule 424 a Prospectus Supplement and the Prospectus
(together, the "Prospectus") filed as part of Registration Statement, File No.
33-80813, in connection with the Funding Trust's issuance of a series of
certificates, entitled National Auto Finance 1996-1 Trust Automobile
ReceivablesBacked Certificates, Series 1996-1 (the "Certificates"), to be issued
pursuant to a Pooling and Servicing Agreement, dated as of October 21, 1996,
among the Funding Trust as transferor, National Auto Finance Company L.P. as
master servicer and Harris Trust and Savings Bank as trustee. The Certificates
designated as the Series 1996-1 Certificates will represent in the aggregate an
undivided ownership interest of 91% of the National Auto Finance 1996-1 Trust
(the "Trust") consisting primarily of a segregated pool (the "Receivables Pool")
of non-prime motor vehicle retail installment sale contracts (the
"Receivables"), all of which are secured by new or used automobiles, light-duty
trucks, vans or minivans financed thereby. The Receivables Pool will consist of
Receivables having an aggregate principal balance as of October 21, 1996 (the
"Cut-off Date") of approximately $51,180,034.44.

Computational Materials

         First Union Capital Markets Corp., as underwriter of the Certificates
(the "Underwriter") has provided certain prospective purchasers of Certificates
with certain computational materials, (the "Computational Materials") in written
form, which Computational Materials are in the nature of data tables relating to
the structure and terms of the Certificates and the hypothetical characteristics
and hypothetical performance of the Certificates based on collateral information
provided by National Auto Finance Company L.P. and under certain assumptions and
scenarios.

Consent of Independent Accountants

         The financial statements of Financial Security Assurance Inc. and
subsidiaries included in certain documents filed by Financial Security Assurance
Holdings Ltd. with the Commission pursuant to the Securities Exchange Act of
1934, as amended, together with the report of Coopers & Lybrand L.L.P.,
independent accountants, with respect thereto were incorporated in the
Prospectus. The written consent of Coopers & Lybrand L.L.P. to the incorporation
of that firm's report into the Prospectus is filed as exhibit 23 hereto.




<PAGE>


                                       -3-



Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

                  (a)      Not applicable

                  (b)      Not applicable

                  (c)      Exhibits



         Exhibit No.                              Description
         -----------                              -----------

             23                 Consent of Coopers & Lybrand L.L.P., independent
                                accountants, to incorporation by reference into
                                the Prospectus related to the National Auto
                                Finance 1996-1 Trust Automobile
                                Receivable-Backed Certificates of that firm's
                                report with respect to certain financial
                                statements of Financial Security Assurance Inc.
                                and subsidiaries.

             99                 Computational Materials (as defined in Item 5)
                                that have been provided by National Auto Finance
                                Company L.P. to certain prospective purchasers
                                of National Auto Finance 1996-1 Trust Automobile
                                Receivables-Backed Certificates.





<PAGE>



                                   SIGNATURES


          Pursuant to the requirements 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.

Dated:  November 7, 1996

                                      NATIONAL FINANCIAL AUTO FUNDING
                                      TRUST

                                      By:  CHASE MANHATTAN BANK USA, NATIONAL
                                           ASSOCIATION, not in its individual
                                           capacity but solely as Owner Trustee
                                           of the National Financial Auto
                                           Funding Trust


                                      By:      /s/ Keith B. Stein
                                         ---------------------------
                                      Name:  Keith B. Stein
                                      Title: Secretary






<PAGE>



                                INDEX TO EXHIBITS



                                                                   Sequentially
       Exhibit No.                 Description                     Numbered Page
       -----------                 -----------                     -------------

            23          Consent of Coopers & Lybrand L.L.P.,
                        independent accountants, to
                        incorporation by reference into the
                        Prospectus related to the National Auto
                        Finance 1996-1 Trust Automobile
                        Receivable-Backed Certificates of that
                        firm's report with respect to certain
                        financial statements of Financial
                        Security Assurance Inc. and
                        subsidiaries.


            99          Computational Materials (as defined in
                        Item 5) that have been provided to
                        certain prospective purchasers of
                        National Auto Finance 1996-1 Trust
                        Automobile Receivables-Backed
                        Certificates







                                   Exhibit 23





<PAGE>



                    [LETTERHEAD OF COOPERS & LYBRAND L.L.P.]








                       CONSENT of INDEPENDENT ACCOUNTANTS


                                    ---------



We consent to the incorporation by reference in the Prospectus Supplement dated
November 7, 1996 (to Prospectus dated November 7, 1996) of National Financial
Auto Funding Trust relating to Automobile Receivables-Backed Certificates,
Series 1996-1 of our report dated January 17, 1996, on our audits of the
consolidated financial statements of Financial Security Assurance Inc. and
Subsidiaries as of December 31, 1995 and 1994, and for each of the three years
in the period ended December 31, 1995. We also consent to the reference to our
Firm under the caption "Experts".



                                             /s/ Coopers & Lybrand L.L.P.
                                             Coopers & Lybrand L.L.P.



New York, New York
November 7, 1996








                                   Exhibit 99





<PAGE>
NATIONAL AUTO FINANCE 1996-1 TRUST

                             Price:                   100
                             Settlement date:    11/13/96
                             Accrued Int:               0
                             Accrual date:       10/21/96
                             Pmt date:           11/21/96
                             Prepay Speed:          1.50% ABS


                           A Cert.
      Month                Balance               Principal           Interest
      -----                -------               ---------           --------

0.                         62,098,000                    0

1.                         62,098,000                    0             86,661

2.                         62,098,000                    0            324,980

3.                         62,098,000                    0            324,980

4.                         62,098,000                    0            324,980

5.                         62,098,000                    0            324,980

6.                         62,098,000                    0            324,980

7.                         62,098,000                    0            324,980

8.                         60,031,732            2,066,268            324,980

9.                         57,984,754            2,046,978            314,166

10.                        55,957,670            2,027,083            303,454

11.                        53,951,103            2,006,567            292,845

12.                        51,965,706            1,985,398            282,344

13.                        50,002,611            1,963,095            271,954

14.                        48,061,992            1,940,619            261,680

15.                        46,145,004            1,916,988            251,524

16.                        44,252,251            1,892,753            241,492

17.                        42,385,756            1,866,495            231,587

18.                        40,545,889            1,839,867            221,819

19.                        38,732,783            1,813,107            212,190

20.                        36,948,957            1,783,826            202,702

21.                        35,194,276            1,754,681            193,366

22.                        33,471,020            1,723,256            184,183

23.                        31,779,375            1,691,644            175,165

24.                        30,120,495            1,658,881            166,312

25.                        28,494,063            1,626,432            157,631

26.                        26,900,996            1,593,067            149,119

27.                        25,342,029            1,558,968            140,782

28.                        23,819,915            1,522,113            132,623


THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT YOUR FIRST UNION SALES REPRESENTATIVE IMMEDIATELY.


<PAGE>




                           A Cert.
      Month                Balance               Principal           Interest
      -----                -------               ---------           --------

29.                        22,339,219            1,480,696            124,658

30.                        20,898,134            1,441,085            116,909

31.                        19,498,219            1,399,914            109,367

32.                        18,138,139            1,360,080            102,041

33.                        16,819,875            1,318,265             94,923

34.                        15,547,045            1,272,830             88,024

35.                        14,319,871            1,227,174             81,363

36.                        13,138,709            1,181,162             74,941

37.                        12,006,387            1,132,321             68,759

38.                        10,918,916            1,087,471             62,833

39.                         9,876,991            1,041,925             57,142

40.                         8,880,288              996,703             51,690

41.                         7,937,393              942,896             46,474

42.                         7,043,895              893,498             41,539

43.                         6,203,893              840,002             36,863

44.                         5,410,389              793,505             32,467

45.                         4,665,839              744,550             28,314

46.                         3,968,537              697,302             24,418

47.                         3,327,366              641,171             20,769

48.                         2,740,639              586,727             17,413

49.                         2,205,517              535,122             14,343

50.                         1,716,964              488,553             11,542

51.                         1,277,850              439,114              8,985

52.                           900,795              377,055              6,687

53.                           611,114              289,681              4,714

54.                           401,154              209,959              3,198

55.                           259,333              141,822              2,099

56.                           153,304              106,029              1,357

57.                            81,128               72,176                802


THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT YOUR FIRST UNION SALES REPRESENTATIVE IMMEDIATELY.


<PAGE>



                           A Cert.
      Month                Balance               Principal           Interest
      -----                -------               ---------           --------

58.                            35,739               45,389                425

59.                            11,055               24,685                187

60.                                 0               11,055                 58

61.                                 0                    0                  0


THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT YOUR FIRST UNION SALES REPRESENTATIVE IMMEDIATELY.




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