SECURITIES AND EXCHANGE COMMISSION 
                        Washington, D.C.  20549 
  
                               FORM 8-K

                            CURRENT REPORT

               PURSUANT TO SECTION 13 OR 15(d) OF THE 
                 SECURITIES EXCHANGE ACT OF 1934


    Date of Report (Date of earliest event reported):  December 10, 1997
 
 
                        FIRST OMNI BANK, N.A.
        (Exact name of registrant as specified in its charter)

                          on behalf of the
              FIRST OMNI BANK CREDIT CARD MASTER TRUST
	
 

                           United States
   (State or other jurisdiction of incorporation or organization)


        0-20755		   			   51-0263671
(Commission File Number)	   (I.R.S. Employer Identification No.)


       499 Mitchell Road 
      Millsboro, Delaware				 19966 
(Address of Principal Executive Offices)	    (Zip Code) 
 
 
   Registrant's telephone number, including area code:(302) 934-2000


                           Not Applicable
    (Former name or former address, if changed since last report)
                 ______________________________



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Item 5. Other Events

First Omni Bank, N.A. ("First Omni") has entered into a definitive 
Purchase and Sale Agreement, dated as of December 10, 1997 (the "Sale 
Agreement"), with Bank of America, National Association ("BofA"), pursuant to 
which, among other things, First Omni will sell its credit card business to 
BofA and BofA will become the Transferor and Servicer with respect to the 
First Omni Bank Credit Card Master Trust (the "Trust").  Upon consummation of 
the transactions contemplated by the Sale Agreement, BofA will become the 
Transferor and Servicer of the Trust pursuant to Sections 7.2(a) and 8.2(a), 
respectively, of the Pooling and Servicing Agreement, dated as of April 1, 
1996, as supplement by the 1996-A Series Supplement dated as of April 1, 1996 
(the "Pooling and Servicing Agreement"), between First Omni, as Transferor and 
Servicer, and the Bank of New York, as Trustee.  Thereafter, First Omni will 
cease to have any involvement with the Trust, the Pooling and Servicing 
Agreement, and the outstanding Trust certificates.

BofA is the credit card subsidiary of BankAmerica Corporation, the 
fourth largest bank holding company in the United States, with assets of 
$257.5 billion and deposits of $171.4 billion as of September 30, 1997.  BofA, 
based in Phoenix, Arizona, is one of the nation's largest credit card issuers, 
with over 10 million accounts and more than $10 billion in managed credit card 
receivables at September 30, 1997.  At present, BofA is the transferor and 
servicer (or has substantially similar rights and duties) under one credit 
card master trust such as the Trust, representing over $3.6 billion in 
securitized credit card receivables.

Consummation of the transactions contemplated by the Sale Agreement, 
including the transfer of the Transferor and Servicer interests under the 
Pooling and Servicing Agreement, is subject to receipt of bank regulatory 
approval and confirmation by the rating agencies of the ratings on the 
outstanding Trust certificates, and is expected to occur during the first 
quarter of 1998.





Page 3

                                    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.

Date: January 7, 1998           	FIRST OMNI BANK, N.A.


                                    By:  /s/ ROBERT F. RAY
                                    ______________________              
                                    Robert F. Ray, Vice 			  	 
                                    President