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                                                                  EXHIBIT 10.119

                 AMENDMENT NUMBER 2 TO THE AMENDED AND RESTATED
                      POOLING AND ADMINISTRATION AGREEMENT

            THIS AMENDMENT NUMBER 2, dated as of September 21, 1999 (the
"Amendment"), to AMENDED AND RESTATED POOLING AND ADMINISTRATION AGREEMENT,
dated as of December 8, 1994 (as amended and restated, the "Agreement"), among
NATIONAL FINANCIAL AUTO FUNDING TRUST II (successor to National Financial Auto
Funding Trust, f/k/a NAFCO Funding Trust), a Delaware business trust ("NAFCO"),
as transferor, NATIONAL AUTO FINANCE COMPANY, INC. (f/k/a National Auto Finance
Company L.P.), a Delaware corporation ("National Auto"), as initial
Administrator, and BANKERS TRUST COMPANY, a New York banking corporation, as
Trustee.


                              W I T N E S S E T H:

            WHEREAS, NAFCO, National Auto and the Trustee have previously
entered into the Agreement whereby NAFCO and Trustee formed National Financial
Auto Receivables Master Trust (the "Trust") of which First Union National Bank
is the Class B Certificateholder ("FUNB");

            WHEREAS, the Administrator and FUNB wish to use an updated format
for the Daily Funding Report, attached as Exhibit G to the Agreement;

            WHEREAS, the Administrator has been calculating the
Overcollateralization Level by including in the amount on deposit in the Excess
Funding Account, the amount of outstanding checks relating to the purchase of
Receivables; FUNB wishes to provide an accommodation to the Administrator so
that such calculation may be made in accordance with the Agreement;

            NOW THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:

            SECTION 1. Defined Terms. Unless otherwise amended by the terms of
this Agreement, terms used in this Amendment shall have the meanings assigned
in the Agreement.

            SECTION 2. Amendments to Agreement. Effective upon the execution
and delivery of this Amendment:

         (a) Exhibit G to the Agreement is hereby replaced in its entirety with
the Exhibit G shown on Schedule 1 attached hereto;

         (b) the definition of Overcollateralization Level in Appendix A to the
Agreement is amended to read:

            "Overcollateralization Level" means as of any date of
determination, the excess, if any, of (i) the sum of (a) the Eligible Pool
Balance and (b) the sum of (x) the amount of funds on deposit in the Reserve
Fund, (y) (I) until October 21, 1999, fifty percent (50%) of the amount of
funds on deposit in the Excess Funding Account and (II) on and after October
21, 1999, none of the funds on




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deposit in the Excess Funding Account; provided, however, that in the case of
this clause (y), 100% of the amounts which the Administrator has on deposit in
the Excess Funding Account to cure an Overcollateralization Deficit of which
the Class B Certificateholder is aware shall be included in this calculation
and (z) the amount of funds on deposit in the Collection Account representing
principal collections, measured as of the close of business each Friday (or the
next succeeding Business Day if such Friday is not a Business Day) over (ii)
the Certificate Principal Amount.

            SECTION 3.   Representations and Warranties.

            (a) NAFCO hereby confirms that (i) each of the representations and
warranties set forth in Section 7.01 of the Agreement are true and correct as
of the date first written above with the same effect as though each had been
made as of such date, except to the extent that any of such representations and
warranties expressly relate to earlier dates and (ii) no Amortization Event has
occurred and is continuing.

            (b) National Auto hereby confirms that (i) each of the
representations and warranties set forth in Section 8.01 of the Agreement are
true and correct as of the date first written above with the same effect as
though each had been made as of such date, except to the extent that any of
such representations and warranties expressly relate to earlier dates and (ii)
no Amortization Event or Administrator Default has occurred and is continuing.

            SECTION 4. Effectiveness of Agreement. Except as expressly amended
by the terms of this Amendment, all terms and conditions of the Agreement, as
amended, shall remain in full force and effect.

            SECTION 5. Execution in Counterparts, Effectiveness. This Amendment
may be executed by the parties hereto in several counterparts, each of which
shall be executed by the NAFCO, National Auto and the Trustee and be deemed to
be an original and all of which shall constitute together but one and the same
agreement.

            SECTION 6. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO
CONFLICT OF LAW PRINCIPLES, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.

            SECTION 7. Limitation of Liability. It is expressly understood and
agreed by the parties hereto that (a) this Amendment is executed and delivered
by Chase Manhattan Bank Delaware (as successor to Chase Manhattan Bank USA,
N.A.), not individually or personally but solely as trustee of National
Financial Auto Funding Trust II, in the exercise of the powers and authority
conferred and vested in it, (b) each of the representations, undertakings and
agreements herein made on the part of National Financial Auto Funding Trust II
is made and intended not as personal representations, undertakings and
agreements by Chase Manhattan Bank Delaware (as successor to Chase Manhattan
Bank USA, N.A.) but is made and intended for the purpose of binding only
National Financial Auto Funding Trust II and (c) under no circumstances shall
Chase Manhattan Bank



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Delaware (as successor to Chase Manhattan Bank USA, N.A.) be personally liable
for the payment of any indebtedness or expenses of National Financial Auto
Funding Trust II or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by National Financial
Auto Funding Trust II under this Amendment or the Agreement.

                              [signatures follow]




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      IN WITNESS WHEREOF, NAFCO, the Administrator and the Trustee have caused
this Amendment to be executed by their respective officers thereunto duly
authorized as of the day and year first above written.

                                NATIONAL FINANCIAL AUTO FUNDING TRUST II (as
                                successor to National Financial Auto Funding
                                Trust, f/k/a NAFCO Funding Trust) as the
                                transferor

                                By: Chase Manhattan Bank Delaware (as successor
                                    to Chase Manhattan Bank USA, N.A.), not in
                                    its individual capacity but solely as Owner
                                    Trustee of the National Financial Auto
                                    Funding Trust II)

                                By: /s/ JOHN J. CASHIN
                                    --------------------------------------------
                                    Name: John J. Cashin
                                    Title: Vice President

                                    Address:   1201 Market Street, 9th Floor
                                               Wilmington, Delaware 19801

                                    Attention: Corporate Trust Department
                                    Telephone: (302) 428-3375
                                    Facsimile: (302) 984-4903

                                NATIONAL AUTO FINANCE COMPANY, INC. (f/k/a
                                National Auto Finance Company L.P.)
                                    as Administrator

                                By: /s/ STEPHEN R. VETH
                                    --------------------------------------------
                                    Name: Stephen R. Veth
                                    Title: Vice President, Secretary &
                                           General Counsel

                                    Address:   10302 Deerwood Park Boulevard
                                               Suite 100
                                               Jacksonville, Florida 32256

                                    Attention: General Counsel
                                    Telephone: (904) 996-2551
                                    Facsimile: (904) 996-2557



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                                BANKERS TRUST COMPANY,

                                    not in its individual capacity but solely
                                    as Trustee of National Financial Auto
                                    Receivables Master Trust (f/k/a NAFCO Auto
                                    Receivables Master Trust)

                                By:  /s/ PATRICIA M.F. RUSSO
                                    --------------------------------------------
                                    Name:  Patricia M.F. Russo
                                    Title: Vice President

                                    Address:   Four Albany Street
                                               New York, New York 10006

                                    Attention: Corporate Trust and Agency Group
                                    Telephone: (212) 250-8360
                                    Facsimile: (212) 250-6439



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                                   SCHEDULE 1

                         Exhibit G to the Agreement follows.