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 28, 2002

Commission file number:  333-36692-01

                         CARMAX AUTO OWNER TRUST 2001-2

             (Exact name of registrant as specified in its charter)


           Delaware                              52-6524088
         ---------------                     -------------------
         (State or other                         (IRS Employer
          jurisdiction                        Identification No.)
        of incorporation)

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

Registrant's telephone number, including area code: (804)747-0422

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]

         Registrant does not have any voting stock.

         Registrant has not been involved in bankruptcy  proceedings  during the
preceding five years.

         Registrant is not reporting as a corporate issuer.

         No documents have been incorporated by reference into this Form 10-K.


                                     PART I

         Pooled  Auto  Securities  Shelf LLC  established  the Carmax Auto Owner
Trust  2001-2  (the  "Trust")  as of  September  18,  2001  pursuant  to a Trust
Agreement  between Pooled Auto Securities Shelf LLC and Wilmington Trust Company
(the "Owner  Trustee").  Pursuant to the Amended and  Restated  Trust  Agreement
dated as of November 1, 2001 between  Pooled Auto  Securities  Shelf LLC and the
Owner Trustee,  the Trust issued in a public  transaction the 4.18% Asset Backed
Certificates   (the   "Certificates")   in  the  initial   principal  amount  of
$12,835,000.00.  Pursuant to the Indenture  dated as of November 1, 2001 between
the Trust and Deutsche Bank Company  Americas  (formerly  known as 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 $628,890,000.00.

         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  October  15,  2001 (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   $641,725,000.00  as  of  the  Cut-Off  Date.  CarMax  Auto
Superstores,  Inc.  sold the  Contracts  to  Pooled  Auto  Securities  Shelf LLC
pursuant to a Receivables  Purchase  Agreement dated as of November 1, 2001 (the
"Purchase Agreement").

         Simultaneously  with the  issuance  of the Notes and the  Certificates,
Pooled Auto Securities Shelf LLC sold and assigned to the Owner Trustee, for the
benefit of the Trust and without  recourse,  all of Pooled Auto Securities Shelf
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 November 1,
2001 (the "Sale and Servicing  Agreement")  among the Trust,  as issuer,  Pooled
Auto Securities Shelf LLC, as depositor,  and CarMax Auto Superstores,  Inc., as
seller and  servicer  (the  "Servicer").  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 28, 2002, the pool consisted of the following  number of
Contracts with the following delinquency characteristics:


Delinquency Experience of Contracts as of February 28, 2002:


                                Number of Loans           Balance

  31-60 days past due                328              $  4,287,426.08
  61-90 days past due                 85              $  1,061,492.35
  91 or more days past due            43              $    539,435.89
                                     ---              ---------------

                  Total              456              $  5,888,354.32


         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  report  provided to the Trustee by the  Servicer
and filed on behalf of the Trust by the  registrant on the Form 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 28,  2002,  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 28, 2002:  Current Reports on Form 8-K
dated December 17, 2001, January 15, 2002, February 15, 2002, and March 15, 2002
reporting  Items 5 and 7(c) and providing  the  Statements  to  Noteholders  and
Certificateholders  for the months of November 2001, December 2001, January 2002
and February 2002.

         (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 OWNER TRUST 2001-2
                            By: CARMAX AUTO SUPERSTORES, INC., as Servicer

                            By: /s/ Philip J. Dunn
                                -------------------------
                            Philip J. Dunn
                            Treasurer


Date: May 29, 2002



                                INDEX TO EXHIBITS

Exhibit           Description
Number            of Exhibit

99.1              Annual Report of Accountant Relative to Servicing.