SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  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, 1999

                        Commission file number:  333-67329

                        ASSET BACKED FUNDING CORPORATION,
           as Depositor, Pan American Bank, FSB, as Seller and Master Servicer,
           and Bankers Trust Company of California, N.A., as trustee (the
           "Trustee") under the Pooling and Servicing Agreement, dated as of
           October 1, 1999, providing for the issuance of the United PanAm
           Mortgage Loan Trust 1999-2 Asset-Backed Certificates, Series 1999-2.



         UNITED PANAM MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 1999-2
                (Exact name of Registrant as specified in its Charter)

           DELAWARE                                    06-1442101
           (State or other jurisdiction                (I.R.S. Employer
           incorporation or organization)              Identification Number)

           600 STEAMBOAT ROAD
           GREENWICH, CONNECTICUT                      06830
           (Address of principal executive offices)    (Zip Code)

            Registrant's telephone number, including area code:
                               (203) 622-2700

          Securities registered pursuant to Section 12(b) of the Act:
                               NOT APPLICABLE.

          Securities registered pursuant to Section 12(g) of the Act:
                               NOT APPLICABLE.

     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 the Registrant's knowledge, in definitive proxy
     or information statements incorporated by reference in Part III of the
     Form 10-K or any amendment to this Form 10-K.  [  ].

     Aggregate market value of voting stock held by non-affiliates of the
     Registrant as of December 31, 1999:  NOT APPLICABLE.

     Number of shares of common stock outstanding as of December 31, 1999:
     NOT APPLICABLE.

     DOCUMENTS INCORPORATED BY REFERENCE

     Documents in Part I and Part IV incorporated herein by reference are as
     follows:

     Pooling and Servicing Agreement of Registrant dated as of October 1, 1999
     (hereby incorporated herein by reference as part of the Registrant's
     Current Report on Form 8-K as Exhibit 4.1, and filed with the Securities
     and Exchange Commission on October 18, 1999).

     Documents in Part II and Part IV incorporated herein by reference are as
     follows:


     Monthly Remittance Statement to the Certificateholders dated as of
     October 25, 1999, and filed with the Securities and Exchange Commission on
     Form 8-K on February 1, 2000.

     Monthly Remittance Statement to the Certificateholders dated as of
     November 25, 1999, and filed with the Securities and Exchange Commission
     on Form 8-K on February 1, 2000.

     Monthly Remittance Statement to the Certificateholders dated as of
     December 27, 1999, and filed with the Securities and Exchange Commission
     on Form 8-K on February 1, 2000.


     PART I

     ITEM 1.  Business.

     The trust fund (the "Trust") created pursuant to a Pooling and Servicing
     Agreement dated as of October 1, 1999 (the "Pooling and Servicing
     Agreement") among Asset Backed Funding Corporation, as depositor (the
     "Depositor"), Pan American Bank, FSB, as seller (in such capacity, the
     "Seller") and master servicer (in such capacity, the "Master Servicer")
     and Bankers Trust Company of California, N.A., as trustee (the "Trustee").

     The United PanAm Mortgage Loan Asset Backed Certificates, Series 1999-2
     will issue the Class A-1 and Class A-2 Certificates (together, the "Class
     A Certificates"), the Class X Certificate and the Class R Certificates
     (the "Residual Certificates").  The Class A Certificates, the Class X
     Certificate and the Residual Certificates are collectively referred to in
     the Prospectus Supplement dated October 7, 1999 as the "Certificates."
     Only the Offered Certificates are offered hereby.

     Information with respect to the business of the Trust would not be
     meaningful because the only "business" of the Trust is the collection
     on the Mortgage Loans and distribution of payments on the Certificates to
     Certificateholders. This information is accurately summarized in the
     Monthly Reports to Certificateholders, which are filed on Form 8-K.
     There is no additional relevant information to report in response to Item
     101 of Regulation S-K.

     ITEM 2.  Properties.

     The Depositor owns no property.  The United PanAm Mortgage Loan Asset
     Backed Certificates, Series 1999-2, in the aggregate, represent the
     beneficial ownership in a Trust consisting primarily of the Mortgage
     Loans.  The Trust will acquire title to real estate only upon default
     of the mortgagors under the Mortgage Loan.  Therefore, this item is
     inapplicable.

     ITEM 3.  Legal Proceedings.

     None.

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

     No matters were submitted to a vote of Certificateholders during the
     fiscal year covered by this report.


     PART II

     ITEM 5.  Market for Registrant's Common Equity and Related Stockholder
     Matters.

     The United PanAm Mortgage Loan Asset Backed Certificates, Series 1999-2
     represents, in the aggregate, the beneficial ownership in a trust fund
     consisting primarily of the Mortgage Certificates.  The Certificates are
     owned by Certificateholders as trust beneficiaries.  Strictly speaking,
     the Registrant has no "common equity," but for purposes of this Item
     only, the Registrant's Mortgage Loan Asset Backed Certificates, Series
     1999-2 are treated as "common equity."

     (a)  Market Information.  There is no established public trading market
     for Registrant's Certificates.  Registrant believes the Certificates are
     traded primarily in intra-dealer markets and non-centralized inter-dealer
     markets.

     (b)  Holders.  The number of registered holders of all classes of
     Certificates on December 31, 1999 was:  13.

     (c)  Dividends.  Not applicable.  The information regarding dividends
     required by sub-paragraph (c) of Item 201 of Regulation S-K is
     inapplicable because the Trust does not pay dividends.  However,
     information as to distribution to Certificateholders is provided in the
     Monthly Reports to Certificateholders for each month of the fiscal year
     in which a distribution to Certificateholders was made.

     ITEM 6.  Selected Financial Data.

     Not Applicable.  Because of the limited activities of the Trust, the
     Selected Financial Data required by Item 301 of Regulation S-K does not
     add relevant information to that provided by the Monthly Reports to
     Certificateholders, which are filed on a monthly basis on Form 8-K.

     ITEM 7.  Management's Discussion and Analysis of Financial Condition and
     Results of Operations.

     Not Applicable.  The information required by Item 303 of Regulation S-K
     is inapplicable because the Trust does not have management per se, but
     rather the Trust has a Trustee who causes the preparation of the Monthly
     Reports to Certificateholders.  The information provided by the Monthly
     Reports to Certificateholders, which are filed on a monthly basis on
     Form 8-K, do not provide the relevant financial information regarding the
     financial status of the Trust.

     ITEM 8.  Financial Statements and Supplementary Data.


     Monthly Remittance Statement to the Certificateholders dated as of
     October 25, 1999.

     Monthly Remittance Statement to the Certificateholders dated as of
     November 25, 1999.

     Monthly Remittance Statement to the Certificateholders dated as of
     December 27, 1999.

     Annual Statement of Compliance by the Master Servicer will be
     subsequently filed on Form 10-K/A after the statement becomes available
     on March 31, 2000.

     Independent Accountant's Report on Servicer's will be subsequently filed
     on Form 10-K/A after the report becomes available on March 31, 2000.

     ITEM 9.  Changes in and Disagreements with Accountants on Accounting and
     Financial Disclosure.

     None.


     PART III

     ITEM 10.  Directors and Executive Officers of Registrant.

     Not Applicable.  The Trust does not have officers or directors.
     Therefore, the information required by items 401 and 405 of Regulation
     S-K are inapplicable.

     ITEM 11.  Executive Compensation.

     Not Applicable.  The Trust does not have officers or directors to whom
     compensation needs to be paid.  Therefore, the information required by
     item 402 of regulation S-K is inapplicable.

     ITEM 12.  Security Ownership of Certain Beneficial Owners and Management.

     (a)  Security ownership of certain beneficial owners.  Under the Pooling
     and Servicing Agreement governing the Trust, the holders of the
     Certificates generally do not have the right to vote and are prohibited
     from taking part in management of the Trust.  For purposes of this Item
     and Item 13 only, however, the Certificateholders are treated as "voting
     security" holders.

     As of December 31, 1999, the following are the only persons known to the
     Registrant to be the beneficial owners of more than 5% of any class of
     voting securities:


     BOSTON SAFE DEPOSIT AND TRUST COMPANY
     CONSTANCE HOLLOWAY
     C/O MELLON BANK N.A.
     THREE MELLON BANK CENTER, ROOM 153-3015
     PITTSBURGH, PA 15259
     SERIES 1999-2
     CLASS A-1
     $174,020,000
     100.0%

     BANKERS TRUST COMPANY
     JOHN LASHER
     C/O BT SERVICES TENNESSE INC.
     648 GRASSMERE PARK DRIVE
     NASHVILLE, TN 37211
     SERIES 1999-2
     CLASS A-2
     $10,960,000
     19.0%

     BOSTON SAFE DEPOSIT AND TRUST COMPANY
     CONSTANCE HOLLOWAY
     C/O MELLON BANK N.A.
     THREE MELLON BANK CENTER, ROOM 153-3015
     PITTSBURGH, PA 15259
     SERIES 1999-2
     CLASS A-2
     $4,890,000
     8.0%

     BROWN BROTHERS HARRIMAN & CO.
     ROBERT DAVIDE
     63 WALL STREET, 8TH FLOOR
     SERIES 1999-2
     CLASS A-2
     $3,650,000
     6.0%

     CITIBANK, N.A.
     MARTA HOOSAIN
     P.O. BOX 30576
     TAMPA, FL 33630-3576
     SERIES 1999-2
     CLASS A-2
     $10,000,000
     17.0%

     INVESTORS FIDUCIARY TRUST COMPANY/SSB
     JOSEPH J. CALLAHAN
     1776 HERITAGE DR.
     GLOBAL CORPORATE ACTION UNIT JAB 5NW
     NO. QUINCY, MA 02171
     SERIES 1999-2
     CLASS A-2
     $16,354,000
     28.0%

     STATE STREET BANK AND TRUST COMPANY
     JOSEPH J. CALLAHAN
     1776 HERITAGE DR.
     GLOBAL CORPORATE ACTION UNIT JAE 5NW
     NO. QUINCY, MA 02171
     SERIES 1999-2
     CLASS A-2
     $4,700,000
     8.0%


     (b)  Security ownership of management.  Not Applicable.  The Trust does
     not have any officers or directors.  Therefore, the information required
     by Item 403 of Regulation S-K is inapplicable.

     (c)  Changes in control.  Not Applicable.  Since Certificateholders do not
     possess, directly or indirectly, the power to direct or cause the
     direction of the management and policies of the Trust, other than in
     respect to certain required consents regarding any amendments to the
     Pooling and Servicing Agreement, the information requested with respect to
     item 403 of Regulation S-K is inapplicable.

     ITEM 13.  Certain Relationships and Related Transactions.

     (a)  Transactions with management and others.  Registrant knows of no
     transaction or series of transactions during the fiscal year ended
     December 31, 1999, or any currently proposed transaction or series of
     transactions, in an amount exceeding $60,000 involving the Registrant in
     which the Certificateholders identified in Item 12(a) had or will have a
     direct or indirect material interest.  There are no persons of the types
     described in Item 404(a)(1),(2) and (4) of Regulation S-K, however, the
     information required by Item 404(a)(3) of Regulation S-K is hereby
     incorporated by reference in Item 12 herein.

     (b)  Certain business relationships.  None.

     (c)  Indebtedness of management. Not Applicable.  The Trust does not have
     management consisting of any officers or directors.  Therefore, the
     information required by item 404 of Regulation S-K is inapplicable.

     (d)  Transactions with promoters.  Not Applicable.  The Trust does not use
     promoters.  Therefore, the information required by item 404 of Regulation
     S-K is inapplicable.


     PART IV

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

     (a)  The following is a list of documents filed as part of this report:

     EXHIBITS


     Monthly Remittance Statement to the Certificateholders dated as of
     October 25, 1999, and filed with the Securities and Exchange Commission on
     Form 8-K on February 1, 2000.

     Monthly Remittance Statement to the Certificateholders dated as of
     November 25, 1999, and filed with the Securities and Exchange Commission
     on Form 8-K on February 1, 2000.

     Monthly Remittance Statement to the Certificateholders dated as of
     December 27, 1999, and filed with the Securities and Exchange Commission
     on Form 8-K on February 1, 2000.

     Annual Statement of Compliance by the Master Servicer will be
     subsequently filed on Form 10-K/A after the statement becomes available
     on March 31, 2000.

     Independent Accountant's Report on Servicer's will be subsequently filed
     on Form 10-K/A after the report becomes available on March 31, 2000.


     (b)  The following Reports on Form 8-K were filed during the last quarter
     of the period covered by this Report:

     Monthly Remittance Statement to the Certificateholders dated as of
     October 25, 1999, and filed with the Securities and Exchange Commission on
     Form 8-K on February 1, 2000.

     Monthly Remittance Statement to the Certificateholders dated as of
     November 25, 1999, and filed with the Securities and Exchange Commission
     on Form 8-K on February 1, 2000.

     Monthly Remittance Statement to the Certificateholders dated as of
     December 27, 1999, and filed with the Securities and Exchange Commission
     on Form 8-K on February 1, 2000.

     (c)  The exhibits required to be filed by Registrant pursuant to Item 601
     of Regulation S-K are listed above and in the Exhibit Index that
     immediately follows the signature page hereof.

     (d)  Not Applicable.  The Trust does not have any subsidiaries or
     affiliates.  Therefore, no financial statements are filed with respect to
     subsidiaries or affiliates.

     Supplemental information to be furnished with reports filed pursuant to
     Section 15(d) by registrants which have not registered securities pursuant
     to Section 12 of the Act.

     No annual report, proxy statement, form of proxy or other soliciting
     material has been sent to Certificateholders, and the Registrant does
     not contemplate sending any such materials subsequent to the filing of
     this report.


                                     SIGNATURE

          Pursuant to the requirements of Section 13 or 15(d) 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.

                             By:  Bankers Trust Company not in its individual
                                  capacity but solely as a duly authorized
                                  agent of the Registrant pursuant to the
                                  Pooling and Servicing Agreement, dated as of
                                  October 1, 1999.


                                  By:  /s/Judy L. Gomez
                                  Judy L. Gomez
                                  Assistant Vice President

     Date:  March 30, 2000


     EXHIBIT INDEX

     Exhibit Document


     1.7  Monthly Remittance Statement to the Certificateholders dated as of
          October 25, 1999, and filed with the Securities and Exchange
          Commission on Form 8-K on February 1, 2000.

     1.8  Monthly Remittance Statement to the Certificateholders dated as of
          November 25, 1999, and filed with the Securities and Exchange
          Commission on Form 8-K on February 1, 2000.

     1.9  Monthly Remittance Statement to the Certificateholders dated as of
          December 27, 1999, and filed with the Securities and Exchange
          Commission on Form 8-K on February 1, 2000.

     2.0  The Pooling and Servicing Agreement of the Registrant dated as of
          October 1, 1999 (hereby incorporated herein by reference and filed as
          part of the Registrant's Current  Report on Form 8-K as Exhibit 4.1,
          and filed with the Securities and Exchange Commission on October 18,
          1999.