<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                             ______________________

                                    FORM 10-K
                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES  EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1998

                       Commission file number 333-26675-01
                                              ------------

                            Barnett Auto Trust 1997-A
                            -------------------------
             (Exact name of registrant as specified in its charter)

United  States  of  America                    86-0888083
---------------------------                    ----------
(State  or  other  jurisdiction                (IRS  Employer
of  incorporation  or  organization)           Identification  No.)

Interstate  Tower,  121  W.  Trade  Street,  Charlotte, North Carolina     28255
----------------------------------------------------------------------     -----
(Address  of  principal  executive  offices)                         (Zip  Code)

Registrant's  telephone  number,  including  area  code          (704)  386-5000

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:     None.

Securities  registered  pursuant  to  Section  12(g)  of  the  Act:     None.

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  [  ]

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 the voting stock held by non-affiliates of
the  registrant.  None.

Indicate  the number of shares outstanding of the registrant's classes of common
stock,  as  of  the  latest  practicable  date.  None.

Documents  Incorporated  by  Reference.  None.



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PART  I
-------

Item  1.     Business
             --------
             Not  applicable.

Item  2.     Properties
             ----------
             Not  applicable.

Item  3.     Legal  Proceedings
             ------------------
There  are  no  material  pending legal proceedings with respect to Barnett Auto
Trust 1997-A (the "Trust") involving the Trust, US Bank National Association, as
Indenture  Trustee,  and  Bank  of  New  York  (Delaware),  as  Owner  Trustee
(collectively,  the  "Trustees"),  or NationsBank, N.A,  as Servicer, other than
ordinary  routine litigation incidental to the Trust  assets or the Trustees' or
the  Servicer's  duties  under  the  applicable  Sales  and Servicing Agreement.

Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders
             -----------------------------------------------------------
             None.

PART  II
--------

Item  5.     Market  for  the Registrant's Common Equity and Related Stockholder
             -------------------------------------------------------------------
             Matters
             -----
     (a)     Market  Information.  There is no established public trading market
             for  the  Notes.

     (b)     Holders.  Since  each  of  the  Notes was issued in book entry form
             only,there is only one holder of record of each Series of Notes. 
             See Item  12  below.

     (c)     Dividends.  Not  applicable.

Item  6.     Selected  Financial  Data
             -------------------------
             Not  applicable.

Item  7.     Management's  Discussion  and  Analysis  of Financial Condition and
             -------------------------------------------------------------------
             Results  of  Operations
             -------------------
             Not  applicable.

Item  8.     Financial  Statements  and  Supplementary  Data
             -----------------------------------------------
             Not  applicable.

Item  9.     Changes  in  and  Disagreements  with Accountants on Accounting and
             -------------------------------------------------------------------
             Financial  Disclosure
             -----------------
             None.

PART  III
---------

Item  10.  Directors  and  Executive  Officers  of  the  Registrant
           --------------------------------------------------------
           Not  applicable.

Item  11.  Executive  Compensation
           -----------------------
           Not  applicable.

<PAGE>
Item  12.  Security  Ownership  of  Certain  Beneficial  Owners  and  Management
           ---------------------------------------------------------------------

     The  Notes  are  represented by one or more notes registered in the name of
Cede  &  Co.,  the     nominee  of  The  Depository  Trust  Company ("DTC").  An
investor  holding an interest in the Trust     is not entitled to receive a note
representing  such  interest  except  in limited circumstances.     Accordingly,
Cede  &  Co. is the sole holder of record of the Notes, which it holds on behalf
of     brokers,  dealers,  banks and other participants in the DTC system.  Such
participants  may  hold     notes  for their own accounts or for the accounts of
their  customers.  The  address  of  Cede  &  Co.     is:
                    Cede  &  Co.
                    c/o  The  Depository  Trust  Company
                    Attention:  Proxy  Department
                    Seven  Hanover  Square
                    New  York,  New  York  10004


Item  13.  Certain  Relationships  and  Related  Transactions
           --------------------------------------------------

There  has  not  been,  and  there is not currently proposed, any transaction or
series  of transactions, to which either the Trust or NationsBank, N.A. Inc., as
Servicer,  is  a party with any Noteholder or any member of the immediate family
of  any such Noteholder who, to the knowledge of the Servicer, owns of record or
beneficially  more  than  five  percent  of  the  Notes.

PART  IV
--------

Item  14.  Exhibits,  Financial  Statement  Schedules,  and  Reports on Form 8-K
           ---------------------------------------------------------------------

     (a)  1.     Not  applicable.
          2.     Not  applicable.
          3.     Exhibits:
                 99.1  Annual  Statement  as  to  Compliance



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     (b)     Reports  on  Form  8-K.

          Barnett  Auto Trust 1997-A filed a Current Report on Form 8-K pursuant
          to Items 5 and 7 for the following monthly distribution dates during 
          1998, including the Servicer's Certificate for each due period 
          provided to US Bank National Association, as Indenture Trustee, and 
          Bank of New York (Delaware), as Owner Trustee.

                           Date of Reports on Form 8-K
                           ---------------------------
                                January 15, 1998
                                February 17, 1998
                                 March 16, 1998
                                 April 15, 1998
                                  May 15, 1998
                                  June 15, 1998
                                  July 15, 1998
                                 August 17, 1998
                               September 15, 1998
                                October 15, 1998
                                November 16, 1998
                                December 15, 1998

     (c)     The  exhibits  filed as part of this report are listed in the Index
             to  Exhibits  on  page  6.

     (d)     Not  applicable.

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                                    SIGNATURE


     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange  Act of 1934, as amended, the registrant has duly caused this report to
be  signed  on  its  behalf  by  the  undersigned,  thereunto  duly  authorized.


                    Barnett  Auto  Trust  1997-A

                    By:  /s/  Susan  W.  Castleberry
                         ---------------------------

                    Susan  W.  Castleberry
                    Vice  President
                    NationsBank,  N.A.
                    (Duly  Authorized  Officer)


                    Date:  March  31,  1999