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                                                                EXHIBIT 99.2
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                   [LETTERHEAD OF COOPERS & LYBRAND L.L.P.]

INDEPENDENT ACCOUNTANT'S REPORT

To the Board of Directors of
VW Credit, Inc. as servicer under
the Pooling and Servicing Agreement
dated February 29, 1996 and
Citibank, N.A. as Trustee:

We have examined management's assertion about VW Credit, Inc.'s compliance with
the minimum servicing standards identified in the Mortgage Bankers Association
of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP")
             -------------------------------------------------------
for the year ended December 31, 1997 included in the accompanying management
assertion to the extent the procedures in such program are applicable to the
Pooling and Servicing Agreement dated February 29, 1996.  As Program Step I.,
four relating to Escrow Accounts, Program Step III., three and four relating to
Tax, Insurance and Late Payment Penalties, Program Step V., two, three and four
relating to Adjustable Rate Mortgages and Program Step VII., one relating to
Fidelity Bond and Error and Omissions Policies are not applicable to the
servicing obligations set forth in the Pooling and Servicing Agreement, we did
not perform the related procedures. Management is responsible for VW Credit,
Inc.'s compliance with those minimum servicing standards. Our responsibility is
to express an opinion on management's assertion about the entity's compliance
based on our examination.

Our examination was made in accordance with the standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about VW Credit, Inc.'s compliance with the
minimum servicing standards and performing other such procedures as we
considered necessary in the circumstances.  We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on VW Credit, Inc.'s compliance with the minimum servicing
standards.

In our opinion, management's assertion that VW Credit, Inc. complied with the
aforementioned minimum servicing standards for the year ending December 31, 1997
is fairly stated, in all material respects.


/s/ Coopers & Lybrand L.L.P.

Detroit, Michigan
February 6, 1998
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                                                                EXHIBIT 99.2
                                                                ------------


                                                [LOGO] VOLKSWAGEN CREDIT

                                                [LOGO] AUDI FINANCIAL SERVICES

February 6, 1998                                       3800 Hamlin Road
                                                       Auburn Hills, MI 48326
                                                       Tel. (248) 340-5885
                                                       Fax  (248) 340-5387
Coopers & Lybrand L.L.P.
400 Renaissance Center
Detroit, MI 48243


Ladies and Gentlemen:

As of and for the year ended December 31, 1997, VW Credit, Inc. has complied in
all material respects with the applicable minimum servicing standards set forth
in the Mortgage Bankers Association of America's Uniform Single Attestation
                                                 --------------------------
Program for Mortgage Bankers and the Pooling and Servicing Agreement dated
----------------------------
February 29, 1996.

                                        Sincerely,


                                        /s/ Wolfgang J. Rasper

                                        Wolfgang J. Rasper
                                        Chief Financial Officer, VW Credit, Inc.