SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or g) of the
Securities Exchange Act of 1934
FIRST OMNI BANK, N.A. on behalf of the
FIRST OMNI BANK CREDIT CARD MASTER TRUST, Issuer of
the Securities registered hereby
(Exact name of registrant as specified in its charter)
United States 51-0263671
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
499 Mitchell Street
Millsboro, Delaware 19966
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933
pursuant to General Instruction A.(c)(2), please check
the following box. [ ]
Securities to be registered under Section 12(b) of the Act: N/A
Securities to be registered under Section 12(g) of the Act:
Class A 6.65% Asset Backed Certificates, Series 1996-A
______________________________
Item 1. Description of Registrant's Securities.
This Registration Statement relates to $442,500,000 in
aggregate principal amount of the Class A 6.65% Asset Backed
Certificates, Series 1996-A (the "Certificates"), issued by the
First Omni Bank Credit Card Master Trust (the "Trust") pursuant
to the Pooling and Servicing Agreement, dated as of April 1,
1996, and the related Series 1996-A Supplement thereto, dated as
of April 1, 1996, between First Omni Bank, N.A. ("First Omni"),
as Transferor and Servicer, and The Bank of New York, as Trustee
(the "Trustee"). A description of the Certificates is incor-
porated herein by reference to the discussion set forth under the
heading "Description of Certificates" in the Prospectus Supple-
ment dated April 9, 1996, included in the Registrant's Registra-
tion Statement on Form S-3 (File No. 333-536)
Item 2. Exhibits
1. Specimen Class A 6.65% Asset Backed Certificate, Series
1996-A (filed herewith)
2. Pooling and Servicing Agreement, dated as of April 1,
1996, between First Omni and the Trustee (incorporated
herein by reference to Exhibit 4.1 to the Registrant's
Current Report on Form 8-K filed with the Commission
on May 2, 1996).
3. Series 1996-A Supplement, dated as of April 1, 1996,
between First Omni and the Trustee (incorporated herein
by reference to Exhibit 4.2 to the Registrant's Current
Report on Form 8-K filed with the Commission on May 2,
1996).
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.
FIRST OMNI BANK CREDIT CARD MASTER
TRUST
By: FIRST OMNI BANK, N.A.
Date: May 21, 1996 By: ROBERT F. RAY
---------------------
Robert F. Ray, Vice
President
EXHIBIT INDEX
Exhibit Description Page
1 Specimen Class A 6.65% Asset Backed
Certificate, Series 1996-A
2 Pooling and Servicing Agreement,
dated as of April 1, 1996, between
First Omni Bank, N.A. and The Bank
of New York, as Trustee
3 Series 1996-A Supplement, dated as
of April 1, 1996, between First
Omni Bank, N.A. and The Bank of New
York, as Trustee