<PAGE> 
 
                                                                  Exhibit 99.1 
 
 
                NATIONSCREDIT DISTRIBUTION FINANCE, INC. 
                      ANNUAL OFFICER CERTIFICATE 
  
                  NationsCredit Grantor Trust 1997-1 
                  ----------------------------------
 
The undersigned certifies that he is the Vice President-Treasurer of 
NationsCredit Distribution Finance, Inc., a Georgia corporation (the 
"Servicer"), and that as such he is duly authorized to execute and deliver 
this certificate on behalf of the Servicer pursuant to Section 13.10 of the 
Pooling and Servicing Agreement dated as of April 30, 1997 among NationsCredit 
Securitization Corporation, NationsCredit Commercial Corporation and Bankers 
Trust Company (the 'Agreement') and further certifies that ( I ) a review of 
the activities of the Servicer during the period April 30, 1997 up to and 
including December 31, 1997 and of its performance under the Agreement has 
been made and (ii) based on such review, the Servicer has fulfilled all of its
obligations under the Agreement during the period April 30, 1997 up to and 
including December 31, 1997. 
 
IN WITNESS WHEREOF, I have affixed hereto my signature this the 30th day of 
March, 1998. 
 
 
 
	                                   By: /s/ LAWRENCE ANGELILLI 
                                        ----------------------
                                          		Lawrence Angelilli  
                                            Vice President-Treasurer 
 
 
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                                                                  Exhibit 99.2 
 
                       ON PRICE WATERHOUSE LETTERHEAD 
 
 
               Loan Servicing Report of Independent Accountants 
 
March 27, 1998 
 
To the Board of Directors of 
NationsCredit Commercial Corporation 
 
 
We have examined management's assertion about NationsCredit Commercial 
Corporation's compliance with the servicing requirements outlined in sections 
12.3, 13.8, 14.1, 14.2, 14.3, 14.6 and 14.7 of the Pooling and Servicing 
Agreement dated April 30, 1997 (the "Agreement") for the NationsCredit Grantor 
Trust 1997-1 securitization during the year ended December 31, 1997 included 
in the accompanying management assertion.  Management is responsible for 
NationsCredit Commercial Corporation's compliance with those requirements.  
Our responsibility is to express an opinion on management's assertion about 
NationsCredit Commercial Corporation's compliance based on our examination. 
 
Our examination was made in accordance with standards established by the 
American Institute of Certified Public Accountants and, accordingly, included 
examining, on a test basis, evidence about NationsCredit Commercial 
Corporation's compliance with those requirements and performing such other 
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 NationsCredit Commercial 
Corporation's compliance with specified requirements.  
 
In our opinion, management's assertion that NationsCredit Commercial 
Corporation complied with the aforementioned sections of the Agreement for the 
year ended December 31, 1997 is fairly stated, in all material respects. 
 
 
 
 
/s/ PRICE WATEHOUSE LLP 
    
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                         ON NATIONCREDIT LETTERHEAD 
 
 
March 27, 1998 
 
Price Waterhouse LLP 
NationsBank Corporate Center 
Suite 5400 
100 North Tryon Street 
Charlotte, NC 28202 
 
Dear Sirs: 
 
As of and for the year ended December 31, 1997, NationsCredit Commercial 
Corporation has complied in all material respects with the servicing 
requirements outlined in sections 12.3, 13.8, 14.1, 14.2, 14.3, 14.6 and 14.7 
of the Pooling and Servicing Agreement dated April 30, 1997 for the 
NationsCredit Grantor Trust 1997-1 securitization. 
 
 
 
 
/s/ MIKE PARKS 
--------------
Mike Parks, SVP 
NationsCredit Commercial Corporation 
 
 
 
/s/ DAVE DISTEL 
---------------
Dave Distel, SVP 
NationsCredit Commercial Corporation 
 
 
 
/s/ LAWRENCE ANGELILLI 
----------------------
Lawrence Angelilli, Treasurer 
NationsCredit Corporation 
 
                                   Page 2 of 4 
 
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                          ON NATIONSCREDIT LETTERHEAD 
 
March 27, 1998 
 
 
Price Waterhouse LLP 
NationsBank Corporate Center 
Suite 5400 
100 North Tryon Street 
Charlotte, NC 28202 
 
Ladies and Gentlemen: 
 
In connection with the examination performed by you as required by section 
13.11 of the Pooling and Servicing Agreement for the NationsCredit Grantor 
Trust 1997-1 securitization dated as of April 30, 1997 (the "Agreement"), 
between NationsCredit Commercial Corporation of America (the "Company"), as 
Servicer, NationsCredit Securitization Corporation, as Depositor, and Bankers 
Trust Company, as Trustee and Collateral Agent, as of and for the year ended 
December 31, 1997, we confirm to the best of our knowledge and belief, the 
following representations made to you during the performance of your 
examination: (NOTE: Capitalized terms used within this letter without 
definition shall have the meanings assigned in the Agreement.) 
 
1.  We acknowledge management's responsibility for complying with all sections 
    related to servicing the Receivables held by the Trust. 
 
2.  We have performed an evaluation of the Company's compliance with 12.3, 
    13.8, 14.1, 14.2, 14.3, 14.6 and 14.7 of the Agreement. 
 
3.  As of and for the year ended December 31, 1997, the Company has complied 
    with the aforementioned sections of the Agreement 
 
4.  We are not aware of (a) any irregularities involving management or 
    employees who have significant roles in the system of internal accounting 
    control, or any irregularities involving other employees that could have a
    material effect on the Agreement, or (b) any violations or [NC1]possible
    violations of laws or regulations the effects of which should be 
    considered for disclosure in your report.  We have complied with all  
    aspects of the Agreement.  

5.  We have made available to you all financial records and documentation 
    related to compliance with the specified requirements. 
 
6.  We have disclosed any communications from regulatory agencies, internal 
    auditors, and other practitioners concerning possible noncompliance with 
    the specified requirements, including communications through March 27, 
    1998. 
 
7.  We acknowledge management's responsibility for establishing and 
    maintaining an effective internal control structure over compliance. 


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8.  We have disclosed to you any known noncompliance with the aforementioned 
    sections of the Agreement. 
 
9.  We have disclosed to you any known noncompliance occurring through 
    March 27, 1998. 
 
10. All investments were Permitted Investments as of and for the year ended 
    December 31, 1997. 
 
11. All deposits to the Collection Account as of and for the year then ended 
    December 31, 1997, were made in accordance with section 14.2 of the 
    Agreement.  

12. We are not aware of any events that would be considered Events of Default
    as defined in section 18.1 of the Agreement. 
 
 
 
/s/ MIKE PARKS 
--------------
Mike Parks, SVP 
NationsCredit Commercial Corporation 
 
 
 
/s/ DAVID DISTEL 
----------------
David Distel, SVP 
NationsCredit Commercial Corporation 
 
 
 
/s/ LAWRENCE ANGELILLI 
----------------------
Lawrence Angelilli, Treasurer 
NationsCredit Corporation 
 
 
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