SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X Annual report pursuant to Section 13 or 15(d) of the Securi-
ties Exchange Act of 1934 for the fiscal year ended December
31, 1997 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 0-23973
BANK OF AMERICA NATIONAL ASSOCIATION
on behalf of the
FIRST OMNI BANK CREDIT CARD MASTER TRUST, SERIES 1996-A
(Exact name of registrant as specified in its charter)
United States 86-0645265
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
1825 E. Buckeye Road
Phoenix, AZ 85034
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)(602)597-3738
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Class A 6.65% Asset Backed Certificates, Series 1996-A
Indicate by check mark whether the registrant (i) 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 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]
State the aggregate market value of voting stock held by
non-affiliates of the registrant. Indicate the number of shares
outstanding of each of the registrant's classes of common stock,
as of the latest practicable date. Not Applicable.<PAGE>
<PAGE>
Page 2
PART I.
Item 3. Legal Proceedings. None.
Item 4. Submission of Matters to a Vote of Security Hold-
ers. None.
PART II.
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters. Not applicable for this Re-
port.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. None.
PART III.
Item 12. Security Ownership of Certain Beneficial Owners
and Management. The following table sets forth,
as of December 31, 1997, information regarding
each participant in the Depository Trust Company
that held a position of more than 5% of the
aggregate principal amount of the Class A 6.65%
Asset Backed Certficates, Series 1996-A.
<TABLE>
<CAPTION>
Amount/Nature
Name/Address of of beneficial Percent
beneficial owner ownership of Class
------------------------------------------------
<S> <C> <C>
Northern Trust Company $93,020,000 21.02%
801 S. Canal C-In
Chicago, IL 60607
Chase Manhattan Bank $81,435,000 18.40%
4 New York Plaza
13th Floor, New York, NY
10004
Boston Safe Deposit & $49,255,000 11.13%
Trust Co., c/o Mellon
Bank N.A., Three Mellon
Bank Center Room 153-3015
Pittsburgh, PA 15259
</TABLE>
<PAGE>
Page 3
<TABLE>
<CAPTION>
Amount/Nature
Name/Address of of beneficial Percent
beneficial owner ownership of Class
------------------------------------------------
<S> <C> <C>
SSB-Custodian $33,960,000 7.67%
Global Corp. Action
Dept. JAB5W, P.O. Box
1631, Boston, MA
02105-1631
The Bank of New York $28,750,000 6.50%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Company $27,205,000 6.15%
c/o BT Services Tennessee
Inc., 648 Grassmere
Park Dr., Nashville, TN
37211
</TABLE>
Item 13. Certain Relationships and Related Transactions.
None.
PART IV.
Item 14. Exhibits, Financial Statement Schedules and Re-
ports on Form 8-K.
(a) Exhibits.
10.1 Pooling and Servicing Agreement, dated as of April 1,
1996, between First Omni Bank, N.A. and The Bank of New
York, as Trustee (incorporated herein by reference to
Exhibit 4.1 to the Registrant's Current Report on Form
8-K filed with the Commission on May 2, 1996)
10.2 Series 1996-A Supplement, dated as of April 1, 1996,
between First Omni Bank, N.A. and The Bank of New York,
as Trustee (incorporated herein by reference to Exhibit
4.2 to the Registrant's Current Report on Form 8-K
filed with the Commission on May 2, 1996)
10.3 Transfer and Assumption Agreement, dated as of February
25, 1998 among First Omni Bank, N.A., Bank of America
National Association and The Bank of New York, as
Trustee (incorporated herein by reference to Exhibit
4.1 to the Current Report on Form 8-K of First Omni
Bank, N.A. (File No. 0-20755) filed on March 6, 1998)
<PAGE>
Page 4
99.1 First Omni Bank Credit Card Master Trust, Series
1996-A, Annual Servicer's Certificate for the period
ended December 31, 1997.
99.2 First Omni Bank Credit Card Master Trust, Series
1996-A, Annual Independent Accountants' Servicing
Report for the period ended December 31, 1997.
(c) Reports on Form 8-K.
(i) Current Reports on Form 8-K, dated January 15, 1997,
February 17, 1997, March 17, 1997, April 15, 1997, May
15, 1997, June 16, 1997, July 15, 1997, August 15,
1997, September 15, 1997, October 15, 1997, November
17, 1997 and December 15, 1997.
<PAGE>
<PAGE>
Page 5
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.
Date: March 31, 1998 FIRST OMNI BANK CREDIT CARD MASTER
TRUST, SERIES 1996-A
By: BANK OF AMERICA NATIONAL
ASSOCIATION, Servicer
By: /s/ MARGARET A. SPRUDE
------------------------------
Margaret A. Sprude, Senior
Vice-President and Chief
Financial Officer
<PAGE>
<PAGE>
Page 6
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Description Page
<S> <C> <C>
10.1 Pooling and Servicing Agreement, -
dated as of April 1, 1996, between
First Omni Bank, N.A. and The Bank
of New York, as Trustee (incorpo-
rated herein by reference to Exhib-
it 4.1 to the Registrant's Current
Report on Form 8-K filed with the
Commission on May 2, 1996)
10.2 Series 1996-A Supplement, dated as -
of April 1, 1996, between First
Omni Bank, N.A. and The Bank of New
York, as Trustee (incorporated
herein by reference to Exhibit 4.2
to the Registrant's Current Report
on Form 8-K filed with the Commis-
sion on May 2, 1996)
10.3 Transfer and Assumption Agreement, -
dated as of February 25, 1998 among
First Omni Bank, N.A., Bank of America
National Association and The Bank of
New York, as Trustee (incorporated
herein by reference to Exhibit 4.1
to the Current Report on Form 8-K of
First Omni Bank, N.A. (File No. 0-20755)
filed on March 6, 1998)
99.1 First Omni Bank Credit Card Master 7
Trust, Series 1996-A, Annual
Servicer's Certificate for the
period ended December 31, 1997.
99.2 First Omni Bank Credit Card Master 9
Trust, Series 1996-A, Annual
Independent Accountants' Servicing
Report for the period ended
December 31, 1997.
</TABLE>
<PAGE>
Page 7 Exhibit 99.1
ANNUAL SERVICER'S CERTIFICATE
------------------------------
FIRST OMNI BANK, N.A.
FIRST OMNI BANK CREDIT CARD MASTER TRUST
The undersigned, a duly authorized representative of First
Omni Bank, N.A., as Servicer ("First Omni"), pursuant to the
Pooling and Servicing Agreement dated as of April 1, 1996 (as may
be amended and supplemented from time to time, the "Agreement"),
among First Omni Bank, N.A., as Transferor and Servicer, and The
Bank of New York, as Trustee, does hereby certify that:
1. First Omni is, as of the date hereof, Servicer under the
Agreement. Capitalized terms used in this Certificate have their
respective meanings as set forth in the Agreement.
2. The undersigned is a Servicing Officer who is duly
authorized pursuant to the Agreement to execute and deliver this
Certificate to Trustee.
3. A review of the activities of Servicer during the fiscal
year ended December 31, 1997, and of its performance under the
Agreement was conducted under my supervision.
4. Based on such review, Servicer has, to the best of my
knowledge, performed in all material respects its obligations
under the Agreement throughout such year and no default in the
performance of such obligations has occurred or is continuing
except as set forth in paragraph 5.
5. The following is a description of each default in the
performance of Servicer's obligations under the provisions of the
Agreement known to me to have been made by Servicer during the
<PAGE>
<PAGE>
Page 8
fiscal year ended December 31, 1997, which sets forth in
detail(i)the nature of each such default, (ii) the action taken
by Servicer, if any, to remedy each such default and (iii) the
current status of each such default: NONE
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this 13th day of February, 1998.
FIRST OMNI BANK, N.A.,
Servicer
By /s/ Richard H. Welsh
------------------------
Name: Richard H. Welsh
Title: V.P., Controller
<PAGE>
Page 9 Exhibit 99.2
REPORT OF INDEPENDENT ACCOUNTANTS
We have examined management's assertion that, as of December 31,
1997, First Omni Bank, N.A. ("First Omni") maintained effective
internal control over the servicing of credit card receivables
for First Omni Bank Credit Card Master Trust (the "Trust").
Our examination was made in accordance with standards established
by the American Institute of Certified Public Accountants and,
accordingly, included obtaining an understanding of the internal
control over the loan servicing process, testing and evaluating
the design and operating effectiveness of the internal control,
and such other procedures as we considered necessary in the
circumstances. We believe that our examination provides a
reasonable basis for our opinion.
Because of inherent limitations in any internal control, errors
or irregularities may occur and not be detected. Also,
projections of any evaluation of the internal control over the
loan servicing process to future periods are subject to the risk
that the internal control may become inadequate because of
changes in conditions, or that the degree of compliance with the
policies and procedures may deteriorate.
In our opinion, management's assertion that First Omni maintained
effective internal control over the servicing of credit card
receivables for the Trust as of December 31, 1997, is fairly
stated, in all material respects, based upon criteria established
by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) as described in "Internal Control - Integrated
Framework".
COOPERS & LYBRAND, L.L.P.
Baltimore, Maryland
February 13, 1998
<PAGE>
<PAGE>
Page 10
February 13, 1998
Assertion by First Omni Bank, N.A.
The management of First Omni Bank, N.A. is responsible for
establishing and maintaining effective internal control over the
loan servicing for the First Omni Credit Card Master Trust (the
"Trust"). The system contains monitoring mechanisms, and actions
are taken to correct deficiences identified.
There are inherent limitations in the effectiveness of any system
of internal control, including the possibility of human error and
the circumvention of overriding of controls. Accordingly, even
an effective internal control can provide only reasonable
assurance. Further, because of changes in conditions, the
effectiveness of an internal control system may vary over time.
Management assessed its internal control over the loan servicing
for the Trust as of December 31, 1997. This assessment was based
on criteria for effective internal control described in "Internal
Control - Integrated Framework" issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on
this assessment, management believes that First Omni Bank, N.A.
maintained effective internal control over the loan servicing for
the Trust as of December 31, 1997.
/s/ Richard H. White
- ---------------------
Richard H. White
President & CEO
/s/ Richard H. Welsh
- -------------------------
Richard H. Welsh
Vice President/Controller
/s/ Lawrence A. Biasotto
- -------------------------
Lawrence A. Biasotto
Vice President/Technology Mgmt.
