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|UNITED STATES                                        
|SECURITIES AND EXCHANGE COMMISSION                   
|WASHINGTON,
 D.C. 20549                              
|                                                     
|                                                     
|                                                     
|FORM 10-K                                            
|                                                     
|ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|SECURITIES
 EXCHANGE ACT OF 1934                     

|  |                                                                                          
|- | -----------------------------------------------------------------------------------------
|þ | ANNUAL REPORT PURSUANT TO
 SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|  | For the fiscal year ended December 31, 2008                                              
|  |                                                                                          
|o | TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|  | For the
 transition period from ______ to                                                

333-131356-07(Commission File Number of Issuing Entity)

USAA Auto Owner Trust 2008-2(Exact name of Issuing Entity as specified in its charter)

USAA Acceptance, LLC(Exact name of Depositor as specified in its charter)

USAA Federal Savings Bank(Exact name of Sponsor as specified in its charter)

| |                                                                                   |  |                                                         | 
| | --------------------------------------------------------------------------------- |  | ------------------------------------------------------- | 
| | Delaware                                                                          |  | 26-6446324                                              | 
| | (State or
 other jurisdiction of incorporation or organization of Issuing Entity) |  | (I.R.S.
 Employer Identification No. of Issuing Entity) | 
| |                                                                                   |  |                                                         | 
| | c/o Wells Fargo Delaware                                                          |  |                                                         | 
| | Trust Company                                                                     |  |                                                         | 
| | 919 Market Street                                                                 |  |                                                         | 
| | Suite 1600                                                                        |  |                                                         | 
| | Wilmington, Delaware                                                              |  | 19801                                                   | 
| | (Address of
 principal executive offices of Issuing Entity)                       |  | (Zip Code)                                              | 
| |                                                                                   |  |                                                         | 

(302) 575-2004(Issuing Entity)
(Issuing Entitys telephone number, including area code)



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Securities registered pursuant to Section 12(b) of the Securities Exchange
Act:

|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange on which registered
|                    |  |                                          
|None                |  | None                                     

Securities registered pursuant to Section 12(g) of the
Act:          None

Indicate by
check mark if the registrant is a well-known seasoned issuer (as defined in
Rule 405 of the Act). o Yes þ No

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Indicate by
check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. o Yes þ No

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. þ Yes o No

Indicate by
check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of 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. þ

Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one):

|                                               |                              
|---------------------------------------------- | -----------------------------
|Large
 Accelerated Filer: o                    | Accelerated
 Filer: o        
|                                               |                              
|Non-accelerated
 filer: þ                      | Smaller
 reporting company: o
|(Do not
 check if a smaller reporting company) |                              

Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Act). Yes o No þ

State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrants most recently completed second fiscal
quarter. None

Documents
incorporated by reference: See Exhibit Index.

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FORM 10-K

PART 1

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN
ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:

| |     |         |                                                     
| | --- | ------- | ----------------------------------------------------
| | (A) | Item 1  | Business.                                           
| | (B) | Item 1A | Risk Factors.                                       
| | (C) | Item 2  | Properties.                                         
| | (D) | Item 3  | Legal Proceedings.                                  
| | (E) | Item 4  | Submission of Matters to a Vote of Security Holders.

Item 1B.
Unresolved Staff Comments.

Not
Applicable.

PART II

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN
ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:

| |     |         |                                                                                                               
| | --- | ------- | --------------------------------------------------------------------------------------------------------------
| | (A) | Item 5  | Market for Registrants Common Equity, Related Stockholder Matters
 and Issuer Purchases of Equity Securities.
| | (B) | Item 6  | Selected Financial Data.                                                                                      
| | (C) | Item 7  | Managements Discussion and Analysis of Financial Condition and
 Results of Operation.                        
| | (D) | Item 7A | Quantitative and Qualitative Disclosures About Market Risk.                                                   
| | (E) | Item 8  | Financial Statements and Supplementary Data.                                                                  
| | (F) | Item 9  | Changes in and Disagreements with Accountants on Accounting and
 Financial Disclosure.                        
| | (G) | Item 9A | Controls and Procedures.                                                                                      

Item 9A (T) Controls and Procedures.

Not
applicable.

Item 9B. Other
Information.

None.

PART III

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN
ACCORDANCE WITH GENERAL INSTRUCTION J(1) TO FORM 10-K:

| |     |         |                                                                                                 
| | --- | ------- | ------------------------------------------------------------------------------------------------
| | (A) | Item 10 | Directors, Executive Officers and Corporate Governance.                                         
| | (B) | Item 11 | Executive Compensation.                                                                         
| | (C) | Item 12 | Security Ownership of Certain Beneficial Owners and Management and
 Related Stockholder Matters.
| | (D) | Item 13 | Certain Relationships and Related Transactions, and Director Independence.                      
| | (E) | Item 14 | Principal Accounting Fees and Services.                                                         

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PART IV

Item 15. Exhibits, Financial Statement
Schedules.

| |     |                                                                                                 |                                                                                                
| | --- | ----------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------
| | (a) | (1)                                                                                             | Not
 applicable.                                                                               
| |     |                                                                                                 |                                                                                                
| |     | (2)                                                                                             | Not
 applicable.                                                                               
| |     |                                                                                                 |                                                                                                
| |     | (3)                                                                                             | The exhibits
 filed in response to Item 601 of Regulation S-K are listed in the Exhibit
 Index.
| |     |                                                                                                 |                                                                                                
| | (b) | The exhibits
 filed in response to Item 601 of Regulation S-K are listed in the Exhibit
 Index.
| |     |                                                                                                 |                                                                                                
| | (c) | None.                                                                                           |                                                                                                

SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE
WITH GENERAL INSTRUCTION J(2) TO FORM 10-K:

Item 1112(b) of Regulation AB. Significant
Obligors of Pool Assets (Financial Information).

Not
Applicable.

Item 1114(b)(2) of Regulation AB. Credit
Enhancement and Other Support, Except for Certain Derivatives Instruments
(Information Regarding Significant Enhancement Providers  Financial
Information).

Not
Applicable.

Item 1115(b) of Regulation AB. Certain
Derivatives Instruments (Financial Information).

Not
Applicable.

Item 1117 of Regulation AB. Legal
Proceedings.

No legal
proceedings are pending against any of USAA Federal Savings Bank (in its
capacity as the sponsor, (the Sponsor), in its capacity as an originator
contemplated by Item 1110(b) of Regulation AB, (the Originator), in its
capacity as servicer, (the Servicer) and in its capacity as administrator
(the Administrator) of USAA Auto Owner Trust 2008-2 (the Issuing Entity)),
USAA Acceptance, LLC (the Depositor), The Bank of New York Mellon
(the Indenture Trustee), Wells Fargo Delaware Trust Company (the Owner
Trustee) or the Issuing Entity, or of which any property of the foregoing is
the subject, that are or would be material to holders of the asset-backed notes
(the Notes) or the asset-backed certificate (the Certificate). No such
proceedings are known to be contemplated by governmental authorities.

Item 1119 of
Regulation AB. Affiliations and Certain Relationships and Related Transactions.

Information
required by Item 1119 of Regulation AB has been omitted from this report on
Form 10-K in reliance on the Instruction to Item 1119.

Item 1122 of
Regulation AB. Compliance with Applicable Servicing Criteria.

The Servicer,
the Indenture Trustee and FDI Computer Consulting, Inc. (collectively, the
Servicing Parties) have each been identified by the Depositor as parties
participating in the servicing function with respect to the asset pool held by
the Issuing Entity. Each of the Servicing Parties has completed a report on an
assessment of compliance with the servicing criteria set forth in paragraph (d)
of Item 1122 of Regulation AB applicable to it (each, a Servicing Assessment
Report), which Servicing Assessment Reports are attached as exhibits to this
Form 10-K. In addition, each of the Servicer, the Indenture Trustee and FDI
Computer Consulting, Inc. has provided an attestation

---



report (each,
an Attestation Report) by an independent registered public accounting firm,
which reports are also attached as exhibits to this Form 10-K. None of the
Servicing Assessment Reports prepared by the Servicer, the Indenture Trustee or
FDI Computer Consulting Inc., and none of the related Attestation Reports, has
identified any material instance of noncompliance with the servicing criteria
applicable to the respective Servicing Party except as specified in the
paragraphs below.

As set forth
in Exhibit 33.1 and Exhibit 34.1 to this Form 10-K, the Servicers Servicing Assessment Report and the
related Attestation Report, reported a material instance of noncompliance with
respect to Item 1122(d)(3)(i)(c) of Regulation AB, at the platform level. As
set forth in such Servicing Assessment Report and related Attestation Report,
the Report on Form 10-D required to be filed with the Commission for the
December 2008 distribution date was not timely filed. Processes have been
improved to ensure Reports on Form 10-D are filed timely.

As set forth
in Exhibit 33.2 and Exhibit 34.2 to this Form 10-K, the Indenture Trustees Servicing Assessment Report and the related
Attestation Report, reported a material instance of noncompliance with respect
to Item 1122(d)(2)(i) of Regulation AB, at the platform level. As set forth in
such Servicing Assessment Report and related Attestation Report, certain
payments on pool assets were not deposited into the appropriate segregated
custodial bank account within the time frame required by the related
transaction documents. The segregated account for each specified series of
securities was in existence prior to the time the deposits were to be made into
such account but such account was not utilized in all instances by the
Indenture Trustee as stated above. Payments related to each specified series of
securities were timely remitted to the investors in such series. Existing
procedures have been reviewed with staff to enable future payments to be
deposited into the segregated account for each specified series within the
applicable time frames.

Item 1123 of
Regulation AB. Servicer Compliance Statement.

The Servicer
has completed a statement of compliance with its activities during the
reporting period and of its performance under the applicable servicing
agreement (a Compliance Statement), signed by an authorized officer of the
Servicer. The Compliance Statement is attached as Exhibit 35.1 to this Form
10-K.

SIGNATURES

Pursuant to
the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Issuing Entity has duly caused this report to be signed on its behalf by
    the undersigned, thereunto duly authorized.

|                      |                                                      
|--------------------- | -----------------------------------------------------
|                      | USAA AUTO
 OWNER TRUST 2008-2                        
|                      |                                                      
|                      | By: USAA
 Federal Savings Bank, as Servicer          
|                      |                                                      
|                      | /s/ EDWIN T.
 MCQUISTON                              
|                      |                                                      
|                      | Name: Edwin
 T. McQuiston                            
|                      | Title:
 Senior Vice President, Treasurer             
|                      | (Senior
 Officer in Charge of the Servicing Function)
|Date: March
 31, 2009 |                                                      

Supplemental Information to be Furnished with
Reports Filed Pursuant to Section 15(d) of the Act by Registrants which have
not Registered Securities Pursuant to Section 12 of the Act.

Not
Applicable.

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EXHIBIT INDEX

|             |                                                                                                                                                                                                                                                                                               
|------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 3.1  | Amended and
 Restated Limited Liability Company Agreement of the Depositor (incorporated
 by reference to the Depositors filing on Form 8-K filed with the Commission
 on October 4, 2005).                                                                                                  
|             |                                                                                                                                                                                                                                                                                               
|Exhibit 4.1  | Indenture,
 dated as of April 29, 2008, between the Issuing Entity and the Indenture
 Trustee (incorporated by reference from Exhibit 4.1 to the Issuing Entitys
 filing on Form 8-K filed with the Commission on May 2, 2008).                                                              
|             |                                                                                                                                                                                                                                                                                               
|Exhibit 4.2  | Amended and
 Restated Trust Agreement, dated as of April 29, 2008, between the Depositor
 and the Owner Trustee (incorporated by reference from Exhibit 10.4 to the
 Issuing Entitys filing on Form 8-K filed with the Commission on May 2,
 2008).                                          
|             |                                                                                                                                                                                                                                                                                               
|Exhibit 10.1 | Receivables
 Purchase Agreement, dated as of April 29, 2008, between USAA Federal Savings
 Bank, as seller, and the Depositor (incorporated by reference from Exhibit
 10.1 to the Issuing Entitys filing on Form 8-K filed with the Commission on
 May 2, 2008).                            
|             |                                                                                                                                                                                                                                                                                               
|Exhibit 10.2 | Sale and
 Servicing Agreement, dated as of April 29, 2008, among the Issuing Entity,
 the Depositor and USAA Federal Savings Bank, as seller and servicer
 (incorporated by reference from Exhibit 10.2 to the Issuing Entitys filing
 on Form 8-K filed with the Commission on May 2, 2008).
|             |                                                                                                                                                                                                                                                                                               
|Exhibit 10.3 | Administration
 Agreement, dated as of April 29, 2008, among the Issuing Entity, the
 Administrator and the Indenture Trustee (incorporated by reference from
 Exhibit 10.3 to the Issuing Entitys filing on Form 8-K filed with the
 Commission on May 2, 2008).                            
|             |                                                                                                                                                                                                                                                                                               
|Exhibit 31   | Certification
 of Senior Officer in Charge of the Servicing Function of the Servicer
 Pursuant to Rule 15d-14(d).                                                                                                                                                                             
|             |                                                                                                                                                                                                                                                                                               
|Exhibit 33.1 | Report on
 Assessment of Compliance with Applicable Servicing Criteria of USAA Federal
 Savings Bank.                                                                                                                                                                                         
|             |                                                                                                                                                                                                                                                                                               
|Exhibit 33.2 | Report on
 Assessment of Compliance with the Servicing Criteria of The Bank of New York.                                                                                                                                                                                                      
|             |                                                                                                                                                                                                                                                                                               
|Exhibit 33.3 | Report on
 Assessment of Compliance with the Servicing Criteria for FDI Computer
 Consulting, Inc.                                                                                                                                                                                            
|             |                                                                                                                                                                                                                                                                                               
|Exhibit 34.1 | Attestation
 Report on Assessment of Compliance with the Servicing Criteria of Ernst &
 Young LLP, on behalf of USAA Federal Savings Bank.                                                                                                                                                    
|             |                                                                                                                                                                                                                                                                                               
|Exhibit 34.2 | Attestation
 Report on Assessment of Compliance with Servicing Criteria of KPMG, LLP, on
 behalf of The Bank of New York.                                                                                                                                                                     
|             |                                                                                                                                                                                                                                                                                               
|Exhibit 34.3 | Attestation
 Report on Assessment of Compliance with the Servicing Criteria of McGladrey
 & Pullen, LLP, on behalf of FDI Computer Consulting, Inc.                                                                                                                                           
|             |                                                                                                                                                                                                                                                                                               
|Exhibit 35.1 | Annual
 Servicer Compliance Statement of the Servicer for the year ended December 31,
 2008.                                                                                                                                                                                                  

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