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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                      FORM 10-K

(Mark One)

[X]  Annual report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the year ended December 31, 1997

                                          OR

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the transition period from

Commission file number _________________

                 NYLIFE SFD Holding Inc. as Master Administrator for
            NAFCO Auto Trust-1, NAFCO Auto Trust-2, and NAFCO Auto Trust-3
                (Exact name of registrant as specified in its charter)

          Delaware                                              13-3475905
(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization                            Identification No.)

51 Madison Avenue, New York, New York                              10010
---------------------------------------                            -----
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code  (212) 576-6456

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]            No   [__]


     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [ x ]

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant.  None.

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Item 1.   Business

     As of December 31, 1997, NAFCO Auto Funding L.P. (The "Partnership") was
the originator of three Auto Loan Trusts (the "Trusts") which had issued
publicly registered securities.  The Registrant for each of these trusts was,
respectively, NAFCO Auto Trust-1, NAFCO Auto Trust-2 and NAFCO Auto Trust-3.
NAFCO Auto Trust-1 was formed pursuant to an Amended and Restated Pooling and
Servicing Agreement dated August 1, 1994. NAFCO Auto Trust-2 was formed
pursuant to an Amended and Restated Pooling and Servicing Agreement dated
June 1, 1995. NAFCO Auto Trust-3 was formed pursuant to Amended and Restated
Pooling and Servicing Agreement dated October 1, 1995.  On August 16, 1996,
the partners of the Partnership sold their partnership interests in the
Partnership.  Following the sale, NYLIFE SFD Holding Inc. as the Master
Administrator for each of the Trusts (in such capacity, the "Master
Administrator"), assumed responsibility for filing all reports pursuant to
the Securities and Exchange Act of 1934 and accordingly is filing this report
on behalf of each of the trusts.

     The assets of each of the Trusts consists of consumer automobile loans and
certain other rights and properties pertaining thereto, all as more fully
described in the Registration Statements with respect to such Trusts.  The
Trusts do not engage in any business except as may be incidental to management
of their assets.

     NYLIFE SFD Holding, Inc. (the "Master Administrator") continues: (1)
to discuss certain aspects of the servicing of the Auto Loans with Electronic
Data Systems Corporation, Inc., the servicer (the "Servicer"), in order to
improve servicing functions; and (2) to assess whether an Event of Servicer
Termination has occurred. In addition, the Trusts have received significant
payments from the Insurance Companies resulting from the Master
Administrator's resubmission of certain claims that in its view were, based
on a review of the loan files, incorrectly denied. Separately, the Master
Administrator is engaged in discussions with Triad Financial Corporation,
Inc., the principal orginator of the loans, and with the Servicer concerning
their respective roles at the outset of the program and whether certain loans
in the Trust portfolios were properly underwritten and re-underwritten.

     Notwithstanding the foregoing, all payments required to have been made to
date to the holders of the Investor Certificates have been paid on a timely
basis in accordance with the Investor Certificates and the Pooling and
Servicing Agreements. All capitalized terms used in this Report shall have
the same respective meanings as in the Pooling and Servicing Agreements.


Item 2.        Properties

               None.

Item 3.        Legal Proceedings

               None.

Item 4.        Submission of Matters to a Vote of Securities Holders.

               None.

(b)            Reports on Form 8-K

               None.


                                          2
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                                       PART II


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

          Not Applicable.

Item 6.   Selected Financial Data.

          Not Applicable.

Item 7.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations.

          Not Applicable.

Item 8.   Financial Statements and Supplemental Data.

          Not Applicable.

Item 9.   Change in and Disagreements on Accounting and Financial
          Disclosure.

          Not Applicable.


                                          3
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                                       PART III



Item 10.  Directors and Officers of the Registrant

          Not Applicable.

Item 11.  Executive Compensation

          Not Applicable.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

          None.

Item 13.  Certain Relationships and Related Transactions

          Not Applicable.


                                       PART IV


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

               1.   Financial Statements - None.

               2.   All schedules for which provision is made in the applicable
          accounting regulations of the Securities and Exchange Commission have
          been omitted since either (1) the information required is disclosed in
          the financial statements and the notes thereto; (2) the schedules are
          not required under the related instructions; or (3) the schedules are
          inapplicable.

               3.   Trustee's Reports.


                                          4
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                                      SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                   NAFCO AUTO TRUST-1

                                   By:    NYLIFE SFD Holding Inc.

                                   By:    /s/ Kevin M. Micucci
                                          ------------------------------------
                                   Name:  Kevin M. Micucci
                                   Title: President and Director of
                                          NYLIFE SFD Holding Inc.
                                   Date:  March 30, 1998


                                   NAFCO AUTO TRUST-2

                                   By:    NYLIFE SFD Holding Inc.

                                   By:    /s/ Kevin M. Micucci
                                          ------------------------------------
                                   Name:  Kevin M. Micucci
                                   Title: President and Director of
                                          NYLIFE SFD Holding Inc.
                                   Date:  March 30, 1998


                                   NAFCO AUTO TRUST-3

                                   By:    NYLIFE SFD Holding Inc.

                                   By:    /s/ Kevin M. Micucci
                                          ------------------------------------
                                   Name:  Kevin M. Micucci
                                   Title: President and Director of
                                          NYLIFE SFD Holding Inc.
                                   Date:  March 30, 1998


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant by the appropriate officers and directors of the Master Administrator
and in the capacities and on the dates indicated.


                                          5
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Signature                            Title                          Date
---------                            -----                          ----

/s/ Kevin M. Micucci       President and Director of           March 30, 1998
--------------------       NYLIFE SFD Holding Inc.
Kevin M. Micucci

/s/ Jay S. Calhoun         Vice President and Treasurer of     March 30, 1998
------------------           NYLIFE SFD Holding Inc.
Jay S. Calhoun

/s/ Jefferson C. Boyce     Director of NYLIFE SFD              March 30, 1998
----------------------       Holding Inc.
Jefferson C. Boyce

/s/ Scott J. Drath         Vice President of Finance           March 30, 1998
------------------           and Controller and Director
Scott J. Drath               of NYLIFE SFD Holding Inc.

/s/ Jean E. Hoystadt       Vice President of Investment        March 30, 1998
--------------------         and Director of NYLIFE SFD
Jean E. Hoystadt             Holding Inc.

/s/ Richard W. Zuccaro     Vice President of NYLIFE SFD        March 30, 1998
----------------------       Holding Inc.
Richard W. Zuccaro

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                                  INDEX TO EXHIBITS

Exhibit No.                          Description

99.1           Trust - 1
               Master Administrator Report dated November 20, 1997 for the Due
               Period beginning August 1, 1997 and ending October 31, 1997; (ii)
               Servicer Report for the period beginning November 1, 1997 through
               November 30, 1997; (iii) Servicer Report for the period beginning
               December 1, 1997 through December 31, 1997.

99.2           Trust - 2
               Master Administrator Report dated November 20, 1997 for the Due
               Period beginning October 1, 1997 and ending October 31, 1997;
               (ii) Master Administrator Report dated December 22, 1997 for the
               Due Period beginning November 1, 1997 through November 30, 1997;
               (iii) Master Administrator Report dated January 20, 1998 for the
               Due Period beginning December 1, 1997 through December 31, 1997.

99.3           Trust - 3
               Master Administrator Report dated November 20, 1997 for the Due
               Period beginning October 1, 1997 and ending October 31, 1997;
               (ii) Master Administrator Report dated December 22, 1997 for the
               Due Period beginning November 1, 1997 through November 30, 1997;
               (iii) Master Administrator Report dated January 20, 1998 for the
               Due Period beginning December 1, 1997 through December 31, 1997.