FIRST NATIONS FINANCIAL SERVICES CO
8-A12B, 1997-01-08
ASSET-BACKED SECURITIES
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                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC  20549

            _______________________________________________________

                                   FORM 8-A


               For Registration of Certain Classes of Securities
                   Pursuant to Section 12(b) or 12(g) of the
                        Securities Exchange Act of 1934

            _______________________________________________________


                   FIRST NATIONS FINANCIAL SERVICES COMPANY

             Exact name of Registrant as specified in its charter

                             ____________________

     DELAWARE          76-0481583
     (State  or  other  jurisdiction  of          (IRS  Employer
     incorporation  or  organization)          Identification  Number)

              560 FELLOWSHIP ROAD, MOUNT LAUREL, NEW JERSEY 08054

                             ____________________

       Securities to be registered pursuant to Section 12(b) of the Act:

                                     NONE

                             ____________________

       Securities to be registered pursuant to Section 12(g) of the Act:


                  SENIOR SUBORDINATED, FIXED RATE TERM NOTES

<PAGE>
                INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item  1.          Description  of  Registrant's  Securities  to be Registered.
                  ------------------------------------------------------------

     The  information  required  by  this  Item is set forth under the heading
"DESCRIPTION  OF  THE  NOTES  AND THE INDENTURE" on page 15 of the Preliminary
Prospectus,  dated  January  8,  1997  (related to the offering of $50,000,000
Senior  Subordinated,  Fixed Rate Term Notes).  Copies of such Prospectus were
delivered  to  the  Commission  for filing on January 8, 1997 as a part of the
Registration  Statement  on Form SB-2 in compliance with the Securities Act of
1933,  as  amended.   The material under the heading "DESCRIPTION OF THE NOTES
AND  THE  INDENTURE"  on  page  15  is  incorporated  herein  by  reference.

Item  2.

     The  exhibits  described  below  are  incorporated  by  reference  from
identically  numbered  Exhibits  to the Registrant's Registration Statement on
Form  SB-2  delivered  to  the  Commission  for  filing  on  January  8, 1997.


ITEM  27.    EXHIBITS

     3.1  -  Certificate  of  Incorporation.
     3.2  -    By-Laws.
     4.1  -  Trust Indenture between the Registrant and the Indenture Trustee.
     4.2  -  Form  of  Notes  (included  as  part  of  Exhibit  4.1).
     5.1  -  Opinion  of  Sonfield  & Sonfield with respect to legality of the
Notes.
     8.1  -  Opinion  of  Sonfield  &  Sonfield  with  respect  to tax matters
(included  as  part  of  Exhibit  5.1).
          10.1  - Indemnification Agreement between the Company and William T.
Juliano.
          10.2  -  Indemnification Agreement between the Company and Thomas E.
Juliano.
     10.3  -  Lease  Agreement  covering  office  space.
     10.4  -  Amendment  to  Lease  Agreement  covering  office  space.
     23.1  - Consent of Sonfield & Sonfield (included as part of Exhibit 5.1).
     23.2  -  Consent  of  Harper  &  Pearson  Company.
     25.1  -  Statement  of  Eligibility  of  Trustee.

<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of  1934,  the  registrant  has  duly caused this registration statement to be
signed  on  its  behalf  by  the  undersigned,  thereto  duly  authorized.


FIRST  NATIONS  FINANCIAL  SERVICES  COMPANY



By:    /s/William  T.  Juliano
     -------------------------
      William  T.  Juliano,  President

Date:  July  8,  1997





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