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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, 1999

                                       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-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 7% CERTIFICATES OF NAFCO AUTO
TRUST-2" dated January 19, 1999 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 June
1, 1995 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, American Lenders Facilities, Inc. ("ALFI") as Successor
Servicer, and Bankers Trust Company, as Trustee, that the Master
Administrator will purchase all Auto Loans from NAFCO Auto Trust-2 (the
"Trust") as of January 31, 1999 (the "Purchase Date").

On February 22, 1999, the Master Administrator deposited the aggregate
Principal Balance of all outstanding Auto Loans and all accrued interest
through the Purchase Date into the Trust Collection Account. On such date,
the Distribution Date immediately following the Purchase Date, the Trustee
distributed such amounts in payment of the principal and accrued interest on
the NAFCO Auto Trust-2 Investor Certificates to the Investor
Certificateholders. The distribution to Investor Certificateholders on
February 22, 1999 constituted the final payment of monies due and owing to
Investor Certificateholders pursuant to the Trust.

A "NOTICE OF PURCHASE OF AUTO LOANS BY THE MASTER ADMINISTRATOR AND FINAL
PAYMENT TO THE INVESTOR CERTIFICATEHOLDERS OF 6.5% CERTIFICATES OF NAFCO AUTO
TRUST-3" dated April 16, 1999 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
October 1, 1995, 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. American Lenders Facilities, Inc. ("ALFI"), as
Successor Servicer, and Bankers Trust Company, as Trustee, that the Master
Administrator will purchase all Auto Loans from NAFCO Auto Trust-3 (the
"Trust") as of April 30, 1999 (the "Purchase Date").

On April 30, 1999, the Master Administrator deposited the aggregate Principal
Balance of all outstanding Auto Loans and all accrued interest through the
Purchase Date into the Trust Collection Account. On May 20, 1999, the
Distribution Date immediately following the Purchase Date, The Trustee
distributed such amounts in payment of the principal and accrued interest on
the NAFCO Auto Trust-3 Investor Certificates to the Investor
Certificateholders. The distribution to Investor Certificateholders on May
20, 1999 constituted 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, 1998.

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


                                       4
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          (99.2) Trust-3

          Master Administrator Report dated (i) May 20, 1999 for the Due
          Period beginning on April 1, 1999 and ending on April 30, 1999.


                                       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 July 28, 1999.



                            NYLIFE SFD Holding Inc., on behalf of
                            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 #

99.2                       Master Administrator Reports                    1-13
                           for Trust-3