Page 9                                               Exhibit 99.2




                    REPORT OF INDEPENDENT ACCOUNTANTS

We have examined management's assertion that, as of December 31,
1996, First Omni Bank, N.A. (First Omni) maintained effective
internal control over the servicing of credit card receivables
for First Omni Bank Credit Card Master Trust (the "Trust").

Our examination was made in accordance with standards established
by the American Institute of Certified Public Accountants and,
accordingly, included obtaining an understanding of the internal
control over the loan servicing process, testing and evaluating
the design and operating effectiveness of the internal control,
and such other procedures as we considered necessary in the
circumstances.  We believe that our examination provides a
reasonable basis for our opinion.

Because of inherent limitations in any internal control, errors
or irregularities may occur and not be detected.  Also,
projections of any evaluation of the internal control over the
loan servicing process to future periods are subject to the risk
that the internal control may become inadequate because of
changes in conditions, or that the degree of compliance with the
policies and procedures may deteriorate.

In our opinion, management's assertion that First Omni maintained
effective internal control over the servicing of credit card
receivables for the Trust as of December 31, 1996, is fairly
stated, in all material respects, based upon criteria established
by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) as described in "Internal Control - Integrated
Framework".



                                      COOPERS & LYBRAND, L.L.P.
Baltimore, Maryland
March 21, 1997



Page 10




March 21, 1997







                    Assertion by First Omni Bank, N.A.

First Omni Bank, N.A. (First Omni) services credit card
receivables for the First Omni Credit Card Master Trust (the
"Trust").  First Omni maintained effective internal control over
the loan servicing for the Trust as of December 31, 1996, based
upon criteria established by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) as described in
"Internal Control  Integrated Framework".



 /s/ Richard H. White  
- ---------------------   
Richard H. White
President & CEO


 /s/ Richard H. Welsh
- -------------------------     
Richard H. Welsh
Vice President/Controller


 /s/ Lawrence A. Biasotto 
- ------------------------- 
Lawrence A. Biasotto
Vice President Technology Mgt.