UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-K
(Mark One)
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 (Fee Required)
                               1998
For the fiscal year ended_________________
                                                     or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF  1934(No  fee  Required)  For  the  transition  period  from_____________
to______________________

Commission File Number :
333-46359

Onyx Acceptance Grantor Trust 1998-1
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                  (Issuer  with  respect to Certificates)

                  Onyx Acceptance Financial Corporation
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                  Exact name of registrant as specified in its charter)
Delaware                                                      33-0639768
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(State or other jurisdiction
of incorporation or organization)                       I.R.S. Employer I.D.

27051 Towne Centre Drive, Foothill Ranch, CA. 92610
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(Address of principal executive offices)      Zip Code
949-465-3900
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(Registrant's  telephone  number,  including  area code)  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..............
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
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. [x ]Yes [ ] 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 [X]

Applicable only to corporate registrants:
         Indicate the number of shares outstanding of each of the issuers
classes of common stock, as of the latest practicable date:    None

Documents incorporated by reference.  8-K's described herein under Item 14(b) of
this Annual Report on Form 10-K.






                                     PART I
Item 1.  Business.
                  Onyx Acceptance Financial  Corporation  ("Finco")  established
the Onyx  Acceptance  Grantor  Trust 1998-1 (the  "Trust") as of January 1, 1998
pursuant to a Pooling and Servicing Agreement (the "Agreement") among the Finco,
Onyx  Acceptance  Corporation,  as Servicer  (the"Servicer")  and Bankers  Trust
Company of New York as Trustee  (the"Trustee").  Pursuant to the Agreement,  the
Trust issued Auto Loan Pass-Through Certificates in the initial principal amount
of  $173,000,000.00.  The property of the Trust includes,  among other things, a
pool of motor vehicle retail  installment  sales  contracts  (the  "Contracts"),
secured  by new and  used  automobiles  financed  thereby,  certain  monies  due
thereunder from and after December 31, 1997 (the"Cut-Off  Date") in the vehicles
financed  thereby  (the  "Financed  Vehicles")  and  certain  other  property in
exchange for certificates  representing  fractional  undivided  interests in the
Trust (the  "Certificates")  which  were sold to the  public in an  underwritten
offering.  Simultaneously with the issuance of the Certificates,  Finco sold and
assigned to the Trustee for the Trust without recourse,  all of Finco's interest
in  Contracts  with an  Aggregate  Scheduled  Balance as of the  Cutoff  Date of
$173,000,000.00  (hereinafter  referred  to as the  "Contracts"),  the  proceeds
thereof  and  certain  other  assets of the Trust.  The  Servicer  services  the
Contracts  pursuant  to the  Agreement  and is  compensated  for  acting  as the
Servicer.   In  order  to  facilitate  its  servicing   functions  and  minimize
administrative  burden and  expenses,  Onyx,  as servicer,  retains title to the
Financed  Vehicles but the Contracts and certain  documents  related thereto are
delivered to the Trustee.

Item 2.           Properties.
                  The property of the Trust includes the Contracts  purchased by
Onyx pursuant to the dealer agreements,  from automobile  dealerships with which
Onyx has relationships and , in general, all payments due under the Contracts on
or after January 1, 1998. Immediately upon acquisition,  the Contracts were sold
by Onyx to Finco pursuant to a Sale and Servicing  Agreement  dated September 8,
1994 (the  "Purchase  Agreement").  The Contracts were then sold by Finco to the
Trust  pursuant to the  Agreement.  The property of the Trust also  includes (i)
certain documents  relating to the Contracts,  (ii) certain monies due under the
Contracts on and after the Cut-Off Date (iii) security interests in the Financed
Vehicles  and the right to receive  proceeds  from  claims on certain  insurance
policies  covering  the  Financed  Vehicles or the  obligors  under each related
Contract  and the right to proceeds  under a certain  blanket  insurance  policy
maintained  by Onyx,  (iv) all  amounts  on deposit  in the  collection  account
including  all eligible  investments  credited  thereto,  (v) the benefits of an
irrevocable principle/interest surety bond issued by MBIA Assurance Corporation,
(vi) the rights of Finco to cause Onyx to  repurchase  certain  contracts  under
certain circumstances, (vii) all proceeds of the foregoing.

                  The Contracts  were  purchased by Onyx in the normal course of
business in accordance with Onyx's underwriting  standards,  which emphasize the
obligor's ability to pay and creditworthiness, as well as the asset value of the
Financed Vehicle.

                  As of December 31, 1998,  the pool  consisted of the following
number of Contracts with the following delinquency characteristics:

               Delinquency Experience of Contracts as of December 31, 1998
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
<S>      <C>                                              <C>                 <C>                 <C>

                                                           Dollars            No.                 %(1)
 Contracts Outstanding...............................      $124,360,581       11,806                                           
         Delinquencies 30-59 days(2)(3)..........          $  2,666,511       ____                2.14
         Delinquencies 60 and over(2)(3).....              $  2,753,771       ____                2.22
         (1)      As a percent of dollar amount of contracts outstanding
         (2)      Delinquencies include principal amounts only
         (3)      The period of delinquency is based on the number of days
                  payments are contractually past due
</TABLE>

                  Additional information concerning the pool balance, payment of
principal and interest,  prepayments,  the servicing  fee, the weighted  average
maturity and seasoning,  the pool factor, and other information  relating to the
pool of Contracts may be obtained in the monthly reports provided to the Trustee
by Onyx as Servicer. (See Exhibit 19.1 attached hereto)

Item 3.           Legal Proceedings
                  None

Item 4.           Submission of Matters to a Vote of Security Holders
                  None

                                     PART II

Item 5.           Market for Registrant's Common Equity and Related
Securityholders   Matters.
                  There are 11 securityholders of record (DTC) as of January 28,
1999.There is no established public trading market for the securities.

Item 9.           Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
                  None.
 .


                                     Part IV
<TABLE>
<CAPTION>
<S>      <C>                               <C>                                  <C>

Item 14. Exhibits , Financial Statement Schedules, and Reports on Form 8-K

                  (a) 2 Exhibits

         Designation                        Description                         Method of Filing

         Exhibit 3.1                        Certificate of                      Previously filed
                                            Incorporation
         Exhibit 3.2                        Bylaws of Corporation               Previously filed
         Exhbit 4.1                         Pooling and Servicing
                                            Agreement                           Previously filed
         Exhibit 19.1                       Selected Information                Filed with this Report
                                            relating to Contracts
         Exhibit 20.1                       Report of Accountant                Filed with this Report
                                            relative to Servicing
</TABLE>
<TABLE>
<CAPTION>
<S>               <C>      <C>

                  (b)  Reports on Form 8-K

                           Reports  on Form 8-K were filed on behalf of the Onyx Acceptance Grantor Trust 1998-1
beginning in the month following creation of the Trust. Below listed is the date
of each filing, the items reported and any financial statements filed.

                           Form 8-K dated April 29, 1998. Item 5 providing the Distribution Date Statement for
Distribution Date of April 15, 1998.

                           Form 8-K dated June 8, 1998.  Item 5 providing the Distribution Date Statement for
Distribution Date of May 15, 1998.

                           Form 8-K dated June 30, 1998.  Item 5 providing the Distribution Date Statement for
Distribution Date of June15, 1998.  .

                           Form 8-K dated July 31, 1998.  Item 5 providing the Distribution Date Statement for
Distribution Date of July 15, 1998.

                           Form 8-K dated August 31, 1998.  Item 5 providing the Distribution Date Statement for
Distribution Date of August 15, 1998.

                           Form 8-K dated September 30, 1998.  Item 5 providing the Distribution Date Statement
for Distribution Date of September 15, 1998

                           Form 8-K dated October 28, 1998.  Item 5 providing the Distribution Date Statement for
Distribution Date of October 15, 1998

                           Form 8-K dated November 30, 1998.  Item 5 providing the Distribution Date Statement
for Distribution Date of November 15, 1998.

                           Form 8-K dated December 28, 1998.  Item 5 providing the Distribution Date Statement
for Distribution Date of December 15, 1998.

</TABLE>



                                    SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of the registrant and in
the capacities and on the dates indicated.

Onyx Acceptance Grantor Trust 1998-1
(Issuer with respect to Certificates)

Onyx Acceptance Financial Corporation
(Originator of the Trust and Registrant)

         REGAN E. KELLY

---------------------------------------------        -------------------------
By: Regan E. Kelly
                                               Date: March 31, 1999
         Director and Executive Vice President
         Onyx Acceptance Financial Corporation



<TABLE>
<CAPTION>
<S>                              <C>                                            <C>       <C>   



                                  Exhibit 19.1

                  Selected Information Related to the Contracts


Original Pool Balance as of February 5, 1998....................................$173,000,000.
Pool Balance Factor as of February 5, 1998......................................           1.00.
Pool Balance as of December 31, 1998............................................$123,410,280
Pool Balance Factor as of December 31, 1998................................................0.713354



</TABLE>


                                  Exhibit 20.1

                   Report of Accountant Relative to Servicing


                        REPORT OF INDEPENDENT ACCOUNTANTS


The Board of Directors
Onyx Acceptance Corporation

We have examined  management's  assertion  that,  as of December 31, 1998,  Onyx
Acceptance  Corporation maintained effective internal control structure over the
servicing of motor vehicle  installment  sale contracts for the Onyx  Acceptance
Grantor Trust 1996-1,  Onyx  Acceptance  Grantor Trust 1996-2,  Onyx  Acceptance
Grantor Trust 1996-3,  Onyx  Acceptance  Grantor Trust 1996-4,  Onyx  Acceptance
Grantor Trust 1997-1,  Onyx  Acceptance  Grantor Trust 1997-2,  Onyx  Acceptance
Grantor Trust 1997-3,  Onyx  Acceptance  Grantor Trust 1997-4,  Onyx  Acceptance
Grantor Trust 1998-1,  Onyx Acceptance Owner Trust 1998-A, Onyx Acceptance Owner
Trust  1998-B,   and  Onyx  Acceptance   Owner  Trust  1998-C  included  in  the
accompanying  report  entitled  Assertion by Onyx Acceptance  Corporation  dated
March 26, 1999.

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  structure  over the loan
servicing process, testing and evaluating the design and operating effectiveness
of the internal  control  structure,  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  structure,  errors or
irregularities  may  occur  and  not  be  detected.  Also,  projections  of  any
evaluation of the internal control  structure over the loan servicing process to
future periods are subject to the risk that the internal  control  structure 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  Onyx  Acceptance  Corporation
maintained an effective  internal control  structure over the servicing of motor
vehicle installment sale contracts for the Onyx Acceptance Grantor Trust 1996-1,
Onyx Acceptance Grantor Trust 1996-2, Onyx Acceptance Grantor Trust 1996-3, Onyx
Acceptance  Grantor Trust 1996-4,  Onyx  Acceptance  Grantor Trust 1997-1,  Onyx
Acceptance  Grantor Trust 1997-2,  Onyx  Acceptance  Grantor Trust 1997-3,  Onyx
Acceptance  Grantor Trust 1997-4,  Onyx  Acceptance  Grantor Trust 1998-1,  Onyx
Acceptance  Owner Trust 1998-A,  Onyx  Acceptance  Owner Trust 1998-B,  and Onyx
Acceptance Owner Trust 1998-C as of December 31, 1998, 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.





March 26, 1999