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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                                                 

|                                                           
|-----------------------------------------------------------
|333-131356-08                                              
|(Commission File Number
 of Issuing Entity)                
|                                                           
|USAA Auto Owner Trust 2008-3                               
|(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          | (I.R.S. Employer     
| | incorporation or organization of         | Identification No. of
| | Issuing Entity)                          | Issuing Entity)      
| |                                          |                      
| | c/o Wells Fargo Delaware                 |                      
| | Trust Company                            |                      
| | 919 Market Street                        |                      
| | Suite 1600                               |                      
| | Wilmington, Delaware                     | 19801                
| | (Address of principal executive offices) | (Zip Code)           
| | of Issuing Entity)                       |                      

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



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Securities registered pursuant to Section 12(b) of the
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 Securities Exchange 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 2008-3
(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 2008-3              
| |                                           
| | By: USAA Federal Savings Bank, as Servicer

| |                                                      |                                 
| | ---------------------------------------------------- | --------------------------------
| | By:                                                  | /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 July 23, 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 July 28, 2008).                                                                               
|             |                                                                                                                                                                                                                                                                                                                 
|Exhibit 4.2  | Amended and Restated Trust Agreement, dated as of
 July 23, 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 July 28, 2008).                                                            
|             |                                                                                                                                                                                                                                                                                                                 
|Exhibit 10.1 | Purchase Agreement, dated as of July 23, 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 July 28, 2008).                                                          
|             |                                                                                                                                                                                                                                                                                                                 
|Exhibit 10.2 | Sale and Servicing Agreement, dated as of July 23,
 2008, among the Issuing Entity, the Depositor, and USAA Federal Savings Bank,
 as servicer, and the Indenture Trustee (incorporated by reference from
 Exhibit 10.2 to the Issuing Entitys filing on Form 8-K filed with the
 Commission on July 28, 2008).
|             |                                                                                                                                                                                                                                                                                                                 
|Exhibit 10.3 | Administration Agreement, dated as of July 23, 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 July 28, 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 for of The Bank of New York.                                                                                                                                                                                                                    
|             |                                                                                                                                                                                                                                                                                                                 
|Exhibit 33.3 | Report on Assessment of Compliance with the
 Servicing Criteria for of 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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