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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


     (Mark One)

     [X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934

     For the quarterly period ended June 30, 1998

                                       OR

     [ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934

     For the transition period from

     Commission file number 
                            ---------------------
               NYLIFE SFD Holding Inc. as Master Administrator For
          NAFCO Auto Trust-1, NAFCO Auto Trust-2, and NAFCO Auto Trust-3
             (Exact name of registrant as specified in its charter)

              Delaware                                  13-3475905
  (State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                    Identification No.)

 51 Madison Avenue, New York, New York                     10010
 -------------------------------------                     -----
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code (212) 576-6456

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 [ ]

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                                TABLE OF CONTENTS


                                                                        Page No.
                                                                        --------
Part I       Financial Information

Item 1.      Financial Statements                                          3
Item 2.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations Properties                3
Item 3.      Quantitative and Qualitative Disclosures About Market Risk    3

Part II      Other Information

Item 1.      Legal Proceedings                                             4
Item 2.      Changes in Securities                                         4
Item 3.      Defaults Upon Senior Securities                               4
Item 4.      Submission of Matters to a Vote of Security Holders           4
Item 5.      Other Information                                             4
Item 6.      Exhibits and Reports on Form 8-K                              4-5

Signatures                                                                 6


                                       2

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                                     PART I

Item 1.   Financial Statements

Not applicable.

Item 2.   Management's Discussion and Analysis of Financial Condition and 
          Results of Operations

Not applicable.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

Not applicable.


                                       3

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                                     PART II

Item 1.   Legal Proceedings

None.

Item 2.   Changes in Securities

None.

Item 3.   Defaults on Senior Securities

None.

Item 4.   Submission of Matters to a Vote of Security Holders

None.

Item 5.   Other Information

A "NOTICE OF PURCHASE OF AUTO LOANS BY THE MASTER ADMINISTRATOR AND FINAL 
PAYMENT TO THE INVESTOR CERTIFICATEHOLDERS OF 8.45% CERTIFICATES OF NAFCO 
AUTO TRUST-1" dated August 5, 1998 has been issued by the Trustee, Bankers 
Trust Company. Such notice states that pursuant to Section 11.01(b) of that 
certain Amended and Restated Pooling and Servicing Agreement dated as of 
August 1, 1994 among NAFCO Auto Funding, L.P. (now known as Auto Funding II, 
L.P.), as Seller, NAFCO Inc. (now known as NYLIFE SFD Holding, Inc.), as 
Master Administrator, Electronic Data Systems Corporation, as Servicer, and 
Bankers Trust Company, as Trustee, that the Master Administrator will 
purchase all Auto Loans from NAFCO Auto Trust-1 (the "Trust") as of July 31, 
1998 (the "Purchase Date").

The Master Administrator will deposit the aggregate Principal Balance of all
outstanding Auto Loans and all accrued interest through the Purchase Date 
into the Trust Collection Account. On August 20, 1998, the Distribution Date 
immediately following the Purchase Date, the Trustee will distribute such 
amounts in payment of the principal and accrued interest on the Investor 
Certificates to the Investor Certificateholders. The distribution to Investor 
Certificateholders on August 20, 1998 constitutes the final payment of monies 
due and owing to Investor Certificateholders pursuant to the Trust.

This Quarterly Report on Form 10-Q should be read in conjunction with the 
Company's Annual Report on Form 10-K for the year ended December 31, 1997.

Item 6.   Exhibits and Reports on Form 8-K

(a)       Exhibits

          The following reflects all applicable Exhibits required under Item 601
          of Regulation S-K;

          (99)   Additional Exhibits

          (99.1) Trust - 1

          Master Administrator Report dated May 20, 1998 for the Due 
          Period beginning on February 1, 1998 and ending on April 30,
          1998, (ii) Servicer Report for the period beginning May 1,
          1998 and ending on May 31, 1998, (iii) Servicer Report for
          the period beginning June 1, 1998 and ending on June 30, 1998.

          (99.2) Trust - 2

          Master Administrator Reports dated (i) May 20, 1998 for the 
          Due Period beginning on April 1, 1998 and ending on April 30, 
          1998, (ii) June 22, 1998 for the Due period beginning on May 1,
          1998 and ending on May 31, 1998, (iii) July 20, 1998 for 
          the Due Period beginning on June 1, 1998 and ending on June 30,
          1998.


                                       4

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          (99.3) Trust - 3

          Master Administrator Reports dated (i) May 20, 1998 for the 
          Due Period beginning on April 1, 1998 and ending on April 30, 
          1998, (ii) June 22, 1998 for the Due Period beginning on May 1,
          1998 and ending on May 31, 1998, (iii) July 20, 1998 for the 
          Due Period beginning on June 1, 1998 and ending on June 30, 1998.

(b)       Reports on Form 8-K

          None.


                                       5

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                                   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 on August 5, 1998.



                            NYLIFE SFD Holding Inc., on behalf of
                            NAFCO Auto Trust-1, NAFCO Auto Trust-2, and 
                            NAFCO Auto Trust-3


                            By:  NYLIFE Depositary Corporation
                                 General Partner 

                                 By:  /s/ Kevin M. Micucci
                                      -----------------------------------
                                            Kevin M. Micucci
                                             Principal Executive Officer

                                   By:  /s/ Scott J. Drath
                                        -----------------------------------
                                            Scott J. Drath
                                             VP and Controller of the 
                                             General Partner

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                                INDEX TO EXHIBITS

Exhibit No.                Description                                    Page #

99.1                       Master Administrator Reports                    8-31
                           for Trust - 1
                           Servicer Reports May, June 1998
99.2                       Master Administrator Reports                   32-67
                           for Trust - 2
99.3                       Master Administrator Reports                   68-103
                           for Trust - 3