UNITED STATES
                       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:  February 29, 2000

Commission file number:  333-79087

                         CARMAX AUTO OWNER TRUST 1999-1
               (Issuer with respect to the Notes and Certificates)

                           CARMAX AUTO RECEIVABLES LLC
             (Exact name of registrant as specified in its charter)


     Virginia                                                54-1942944
 -----------------                                         --------------
  (State or other                                          (IRS Employer
   jurisdiction                                         Identification No.)
 of incorporation)

 4900 Cox Road, Suite 200, Glen Allen, Virginia                23060
------------------------------------------------              ------
    (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code: 804 935-4512

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] 1                                  No[ ]

--------
       1  In reliance upon various  no-action  letters  issued by the Securities
and Exchange  Commission to other trusts which are substantially  similar to the
registrant, the registrant has filed monthly Forms 8-K in lieu of Forms 10-Q.



          Indicate by check mark if disclosure of delinquent  filers pursuant to
Item 405 of Regulation  S-K (229.405 of this  chapter) 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 any amendment to
this Form 10-K.[X]

          Indicate  the  number of shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date:

          Not Applicable.


                                     PART I

          CarMax Auto  Receivables  LLC  established the Carmax Auto Owner Trust
1999-1 (the "Trust") as of October 8, 1999 pursuant to a Trust Agreement between
Carmax Auto Receivables LLC and First Union Trust Company,  National Association
(the "Owner  Trustee").  Pursuant to the Amended and  Restated  Trust  Agreement
dated as of October 1, 1999 between  CarMax Auto  Receivables  LLC and the Owner
Trustee,  the  Trust  issued  in a public  transaction  the  7.12%  Asset-Backed
Certificates   (the   "Certificates")   in  the  initial   principal  amount  of
$12,879,759.72.  Pursuant to the  Indenture  dated as of October 1, 1999 between
the Trust and Bankers Trust Company (the "Indenture Trustee"),  the Trust issued
in a public transaction the Class A-1 Asset-Backed Notes, Class A-2 Asset-Backed
Notes,   Class  A-3  Asset-Backed   Notes  and  Class  A-4  Asset-Backed   Notes
(collectively,  the  "Notes")  in the  aggregate  initial  principal  amount  of
$631,078,000.00.

          The  property of the Trust  includes,  among other  things,  a pool of
simple  interest  retail  installment  sale contracts  originated by Carmax Auto
Superstores, Inc. in the ordinary course of business in connection with the sale
of new and used motor vehicles (the "Contracts"), payments due or received on or
in respect of the  Contracts  after  September  30, 1999 (the  "Cut-Off  Date"),
security  interests in the vehicles  financed by the  Contracts  (the  "Financed
Vehicles") and certain other property  described below. The principal balance of
the  Contracts  was   $643,957,759.72  as  of  the  Cut-Off  Date.  CarMax  Auto
Superstores,  Inc. sold the Contracts to CarMax Auto Receivables LLC pursuant to
a Purchase Agreement dated as of October 1, 1999 (the "Purchase Agreement").

          Simultaneously  with the  issuance of the Notes and the  Certificates,
CarMax Auto  Receivables  LLC sold and  assigned to the Owner  Trustee,  for the
benefit of the Trust and without recourse,  all of CarMax Auto Receivables LLC's
interest in the Contracts,  the proceeds thereof and certain other assets of the
Trust  pursuant to a Sale and  Servicing  Agreement  dated as of October 1, 1999
(the "Sale and  Servicing  Agreement")  among  CarMax Auto  Receivables  LLC, as
seller,  CarMax Auto Superstores,  Inc., as servicer (the  "Servicer"),  and the
Trust.  The Servicer  services the Contracts  pursuant to the Sale and Servicing
Agreement and is compensated for acting as the Servicer.  In order to facilitate
the  Servicer's  servicing  functions  and  minimize  administrative  burden and
expenses,  (i) the  certificates of title for the Financed  Vehicles will not be
marked to reflect the Trust's  security  interest in the  Financed  Vehicles and
(ii) the Servicer will act as custodian of the Contracts and the Contracts  will
not be segregated or otherwise marked to reflect their transfer to the Trust.

          The property of the Trust also includes (i) various documents relating
to the  Contracts,  (ii) various monies due under the Contracts on and after the
Cut-Off  Date,  (iii) the  right to  receive  proceeds  from  claims on  various
insurance  policies  covering the Financed  Vehicles or the obligors  under each
related  Contract,  (iv) all amounts on deposit in the collection  account,  the
note payment account,  the certificate  payment account and the reserve account,
including  all eligible  investments  credited  thereto,  (v) the benefits of an
unconditional  and  irrevocable   insurance  policy  issued  by  MBIA  Insurance
Corporation,  (vi) rights  under the  Purchase  Agreement  to cause  CarMax Auto
Superstores,  Inc. to repurchase  Contracts affected materially and adversely by
breaches of the representations and warranties of CarMax Auto Superstores,  Inc.
made in the  Purchase  Agreement,  (vii)  rights  under  the Sale and  Servicing
Agreement to cause the Servicer to purchase  Contracts  affected  materially and
adversely by breaches of the representations and warranties of the Servicer made
in the Sale and Servicing Agreement and (viii) all proceeds of the foregoing.

          As of February 29, 2000, the pool consisted of the following number of
Contracts with the following delinquency characteristics:


Delinquency Experience of Contracts as of February 29, 2000:


                                         Number of Loans             Balance

  31-60 days past due                        538                 $ 4,746,127.00
  61-90 days past due                         94                 $   780,938.00
  91 or more days past due                    61                 $   540,751.00
                                            -----                --------------

           Total                             693                 $ 6,067,816.00


          Additional  information  concerning  the  pool  balance,   payment  of
principal and interest,  prepayments,  the servicing fee, the weighted  maturity
and seasoning,  the pool factor, and other information relating to the Contracts
may be obtained in the monthly  reports  provided to the Trustee by the Servicer
and filed on behalf of the Trust on the Forms 8-K listed  below in Part IV, Item
14(b).

          The  registrant  has prepared  this Form 10-K in reliance upon various
no-action  letters  issued by the  securities  and Exchange  Commission to other
trusts which are substantially  similar to the Trust. Items designated herein as
"Not Applicable" have been omitted as a result of such reliance.

Item 1.   Business.
          --------

          Not Applicable.

Item 2.   Properties.
          ----------

                  See  the  introductory   statement  to  Part  I  above  for  a
description of the property of the Trust.

Item 3.   Legal Proceedings.
          -----------------

          To the best knowledge of the registrant, there are no material pending
legal  proceedings  involving the Trust, the Servicer,  the Owner Trustee or the
Indenture Trustee.

Item 4.   Submission of Matters to a Vote of Security Holders.
          ---------------------------------------------------

          None.



                                     PART II

Item 5.   Market for  Registrant's  Common  Equity and  Related  Securityholders
          ----------------------------------------------------------------------
          Matters.
          -------

          (a) To the best knowledge of the  registrant,  there is no established
public trading market for the Notes or the Certificates.

          (b) The Notes are represented by four  certificates  registered in the
name of Cede & Co., the nominee of The  Depository  Trust Company  ("DTC").  The
Certificates are represented by one certificate registered in the name of Cede &
Co., the nominee of DTC.


Item 6.   Selected Financial Data.
          -----------------------

          Not Applicable.

Item 7.   Management's Discussion and Analysis of Financial
          -------------------------------------------------

          Condition and Results of Operation.
          ----------------------------------

          Not Applicable.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.
          ----------------------------------------------------------

          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.

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

          (a)  The  Notes  and  the   Certificates   are   represented  by  five
certificates  registered  in the name of Cede & Co., and an investor  holding an
interest  in the  Notes  or  the  Certificates  is not  entitled  to  receive  a
certificate  representing such interest except in certain limited circumstances.
Accordingly,  Cede & Co.  is the sole  holder  of  record  of the  Notes and the
Certificates,  which it holds on behalf  of  brokers,  dealers,  banks and other
direct  participants in the DTC system.  Such direct participants may hold Notes
or Certificates  for their own accounts or for the accounts of their  customers.
The address of Cede & Co. is c/o The Depository Trust Company,  55 Water Street,
New York, New York 10041.

          (b) Not Applicable.

          (c) Not Applicable.

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

          (a)  To  the  best  knowledge  of  the   registrant,   there  were  no
transactions,  or series of similar  transactions,  during the fiscal year ended
February 29,  2000,  and are no currently  proposed  transactions,  or series of
similar  transactions,  to which the Trust was or is to be a party, in which the
amount involved  exceeds $60,000 and in which any person known to the registrant
to own  of  record  or  beneficially  more  than  5.00%  of the  Notes  and  the
Certificates had, or will have, a direct or indirect material interest.

          (b) Not Applicable.

          (c) Not Applicable.

          (d) Not Applicable.



                                     PART IV

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

          (a) Documents.

              1.   Financial Statements.

                   Not Applicable.

              2.   Financial Statement Schedules.

                   Not Applicable.

              3.   Exhibits.

                   See Item 14(c).

          (b) Reports on Form 8-K.

          The registrant  filed the following  Current  Reports on Form 8-K with
respect to the fiscal year ended February 29, 2000:  Current Reports on Form 8-K
dated December 15, 1999, January 18, 2000,  February 15, 2000 and March 15, 2000
reporting  Items 5 and 7(c) and providing  the  Statements  to  Noteholders  and
Certificateholders  for the months of November 1999, December 1999, January 2000
and February 2000.

          (c) Exhibits.

          Exhibit 99.1 Annual Report of Accountant relative to servicing.

          (d) Financial Statement Schedules.

          Not Applicable.






                                   SIGNATURES

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
this  report  has been  signed  below by the  following  person on behalf of the
registrant and in the capacities and on the dates indicated.


                                        Carmax Auto Receivables LLC,
                                        as Seller (Co-Registrant) and as
                                        Depositor on behalf of CarMax Auto
                                        Owner Trust 1999-1 (Co-Registrant)


                                        By: /s/Michael T. Chalifoux
                                            Michael T. Chalifoux
                                            President and Assistant
                                            Secretary


Date: May 17, 2000




                                INDEX TO EXHIBITS

Exhibit        Description
Number         of Exhibit

99.1           Annual Report of Accountant Relative to
               Servicing.