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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, 1998

                                          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, 1998, 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.

     A "NOTICE OF PURCHASE OF AUTO LOANS BY THE MASTER ADMINISTRATOR AND 
FINAL PAYMENT TO THE INVESTOR CERTIFICATEHOLDERS OF 8.45% CERTIFICATES OF 
NAFCO AUTO TRUST-1* dated August 5, 1998 has been issued by the Trustee, 
Bankers Trust Company. Such notice states that pursuant to Section 11.01(b) 
of that certain Amended and Restated Pooling and Servicing Agreement dated as 
of August 1, 1994 among NAFCO Auto Funding, L.P. (now known as Auto Funding 
II, L.P.), as Seller, NAFCO Inc. (now known as NYLIFE SFD Holding, Inc.), as 
Master Administrator, Electronic Data Systems Corporation, as Servicer, and 
Bankers Trust Company, as Trustee, that the Master Administrator will 
purchase all Auto Loans from NAFCO Auto Trust-1 (the "Trust") as of July 31, 
1998 (the "Purchase Date").

     On August 20, 1998, the Master Administrator deposited the aggregate 
Principal Balance of all outstanding Auto Loans and all accrued interest 
through the Purchase Date into the Trust Collection Account. On such date, 
the Distribution Date immediately following the Purchase Date, the Trustee 
distributed such amounts in payment of the principal and accrued interest on 
the Investor Certificates to the Investor Certificateholders. The 
distribution to Investor Certificateholders on August 20, 1998 constituted 
the final payment of monies due and owing to Investor Certificateholders 
pursuant to the Trust.

     Pursuant to a Consent and Settlement Agreement dated as of August 31, 
1998 among the Master Administrator, NYLIFE Depository Corporation, 
Electronic Data Systems Corporation (EDS) and the trustee, Bankers Trust 
Company, EDS resigned as servicer of the Trusts effective August 31, 1998. 
Concurrently, American Lenders Facilities, Inc. ("ALFI") was appointed 
Successor Servicer of the program effective August 31, 1998.

     In February 1999, a "NOTICE OF PURCHASE OF AUTO LOANS BY THE MASTER 
ADMINISTRATOR AND FINAL PAYMENT TO THE INVESTOR CERTIFICATEHOLDERS OF 7% 
CERTIFICATES OF NAFCO AUTO TRUST-2" was issued by the Trustee, Bankers Trust 
Company. Such notice states that pursuant to Section 11.01(b) of that certain 
Amended and Restated Pooling and Servicing Agreement dated as of June 1, 1995 
among NAFCO Auto Funding, L.P. (now known as Auto Funding II, L.P.), as 
Seller, NAFCO Inc. (now known as NYLIFE SFD Holding, Inc.), as Master 
Administrator, American Lenders Facilities, Inc., as Successor Servicer, and 
Bankers Trust Company, as Trustee, that the Master Administrator will 
purchase all Auto Loans from NAFCO Auto Trust-2 (the "Trust") as of 
January 31, 1999 (the "Purchase Date"). 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 25, 1999


                                   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 25, 1999


                                   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 25, 1999


     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 25, 1999
--------------------       NYLIFE SFD Holding Inc.
Kevin M. Micucci

/s/ Jay S. Calhoun         Vice President and Treasurer of      March 25, 1999
------------------           NYLIFE SFD Holding Inc.
Jay S. Calhoun

/s/ Jefferson C. Boyce     Director of NYLIFE SFD               March 25, 1999
----------------------       Holding Inc.
Jefferson C. Boyce

/s/ Scott J. Drath         Vice President of Finance            March 25, 1999
------------------           and Controller and Director
Scott J. Drath               of NYLIFE SFD Holding Inc.

/s/ Jean E. Hoystadt       Vice President of Investment         March 25, 1999
--------------------         and Director of NYLIFE SFD
Jean E. Hoystadt             Holding Inc.

/s/ Richard W. Zuccaro     Vice President of NYLIFE SFD         March 25, 1999
----------------------       Holding Inc.
Richard W. Zuccaro

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                                  INDEX TO EXHIBITS

Exhibit No.                          Description

99.2           Trust - 2
               Master Administrator Report dated November 20, 1998 for the Due
               Period beginning October 1, 1998 and ending October 31, 1998; 
               (ii) Master Administrator Report dated December 21, 1998 for the
               Due Period beginning November 1, 1998 through November 30, 1998;
               (iii) Master Administrator Report dated January 20, 1999 for the
               Due Period beginning December 1, 1998 through December 31, 1998.

99.3           Trust - 3
               Master Administrator Report dated November 20, 1998 for the Due
               Period beginning October 1, 1998 and ending October 31, 1998; 
               (ii) Master Administrator Report dated December 21, 1998 for the
               Due Period beginning November 1, 1998 through November 30, 1998;
               (iii) Master Administrator Report dated January 20, 1999 for the
               Due Period beginning December 1, 1998 through December 31, 1998.