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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 March 31, 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-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 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").

In April 1999, ALFI notified the Master Administrator that it has elected to 
discontinue servicing sub-prime automobile receivables. While ALFI has 
informed the Master Administrator that it intends to honor all of its 
servicing commitments, the Master Administrator is working with ALFI to 
determine an appropriate course of action with regard to the future servicing 
of the Auto Loans in the Trusts.

Notwithstanding the foregoing, all payments required to have been made to 
date to the holders of the Investor Certificates have been paid on a timely 
basis in accordance with the Investor Certificates and the Pooling and 
Servicing Agreements. All capitalized terms used in this Report shall have 
the same respective meanings as in the Pooling and Servicing Agreements.

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

          (99.2) Trust - 2

          Master Administrator Reports dated (i) February 22, 1999 for the Due
          Period beginning on January 1, 1999 and ending on January 31, 1999.

                                       4

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          (99.3) Trust - 3

          Master Administrator Reports dated (i) February 22, 1999 for the Due
          Period beginning on January 1, 1999 and ending on January 31, 1999, 
          (ii) March 22, 1999 for the Due Period beginning on February 1, 1999
          and ending on February 28, 1999, (iii) April 20, 1999 for the Due
          Period beginning on March 1, 1999 and ending on March 31, 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 May 11, 1999.



                            NYLIFE SFD Holding Inc., on behalf of
                            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 #

99.2                       Master Administrator Reports                   32-67
                           for Trust - 2
99.3                       Master Administrator Reports                   68-103
                           for Trust - 3