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


                For the annual fiscal period ended June 30, 1998,
                        Commission File No. 333-52101-01

                             UACSC 1998-B AUTO TRUST
             (Exact name of registrant as specified in its charter)

           Delaware                                 35-1937340
   State or other jurisdiction of                (I.R.S. Employer
   incorporation or organization                 Identification Number)
                                                 UAC Securitization
                                                 Corporation

     9240 Bonita Beach Road   Suite 1109-A
     Bonita Springs, Florida                            34135
     (address of principal                            (zip code)
     executive offices)
     UAC Securitization Corporation

     Registrant's telephone number including area code    (941) 948-1850

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

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


     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 1937 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.

                               Yes      X           No

     DOCUMENTS INCORPORATED BY REFERENCE:    None



<PAGE>

     The  Registrant  (the  UACSC  1998-B  Auto  Trust,  or the  "Trust")  is an
automobile  receivable  securitization  trust  formed  pursuant to a Pooling and
Servicing  Agreement  dated as of  September  1, 1997  among UAC  Securitization
Corporation,  as "Depositor," Union Acceptance  Corporation,  as "Servicer," and
Harris Trust and Savings Bank, as "Trustee" (the "Agreement"). The Registrant is
filing this Form 10-K and has filed current  reports on Form 8-K monthly in lieu
of  reports on Form 10-Q and  compliance  with  certain  other  requirements  of
Section  15(d) of the  Securities  Exchange Act of 1934,  as amended,  which are
otherwise  applicable  to the  Trust,  on the  basis of the SEC  staff  position
described in numerous  no-action letters  applicable to securities such as those
issued  pursuant to the  Agreement.  See,  e.g.,  Prime Credit Card Master Trust
(pub.  available October 16, 1992), Private Label Credit Card Master Trust (pub.
available May 20, 1992), Sears Receivable  Financing Group, Inc. (pub. available
March 31, 1992),  Discover  Financing Group,  Incorporated,  Discover Card Trust
1991-E  (pub.  available  February 13,  1992),  Bank One Auto Trust 1995-A (pub.
available August 16, 1995) and Volkswagen Credit Auto Master Trust (pub.
available May 9, 1997).







                                       -2-

<PAGE>

                                     PART I



     Item 1. Business.

          The sole and  only  "business"  of the  Trust  is the  collection  and
     distribution of payments on the automobile and light truck receivables,  in
     the manner described in the Registration Statement.  Accordingly,  there is
     no relevant  information  to report in  response to Item 101 of  Regulation
     S-K.

     Item 2.  Properties.

          The Trust does not have any  physical  properties.  Accordingly,  this
     item 2 is inapplicable.

     Item 3.  Legal Proceedings.

          There are no material pending legal  proceedings  involving either the
     Trust,  or, with respect to any  Certificates  or any other trust property,
     involving the Trustee or the Company.

     Item 4.  Submission of Matters to a Vote of Security Holders.

          No Votes or consents of  Certificateholders  are solicited  during the
     preceding fiscal year for any purpose.



<PAGE>

                                     PART II

     Item 5.  Market  Price or and  Dividends  on the  Registrant's  Equity  and
Related Stockholder Matters.

          There is no established public trading market for the Certificates.

     Item 6.  Selected Financial Data.

          No financial data is required of UAC  Securitization  Corporation,  as
     Registrant  (Registration Statement No. 333-06929 on form S-3), inasmuch as
     the Registration Statement was filed for and on behalf of UACSC 1998-B Auto
     Trust and, furthermore,  because of UAC Securitization Corporation is not a
     guarantor of any of the payments due from the Trust to Certificateholders.

          The  regular  monthly  report  form,  which the Trustee is required to
     include   with   each   monthly    distribution    of   Trust   assets   to
     Certificateholders,  sets forth for the prior  calendar  month,  as well as
     cumulatively,  all of the relevant  financial  information  required by the
     applicable   pooling  and   servicing   agreement  to  be   reportable   to
     Certificateholders.  The UAC  Securitization  Corporation UACSC 1998-B Auto
     Trust Monthly  Servicer's  Certificate Report for the month ending June 30,
     1998; the Consolidated Monthly Servicer's Certificate Report for the period
     ending  June 30,  1998;  and the  December  31,  1997  and  1996  Financial
     Statements of MBIA Insurance  Corporation  (as successor to Capital Markets
     Assurance  Corporation),  the surety bond issuer are incorporated herein by
     reference  and  attached  hereto as  Exhibits  (Exhibit  No. 99-1 and 99-2,
     respectively).  The foregoing presents all relevant  financial  information
     relating  to the Trust.  Because of the  limited  business  activity of the
     Trust, the Selected  Financial Data specified in Item 301 of Regulation S-K
     would not provide meaningful additional information.

     Item 7.  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operation.

          Because  of  the  limited   business   activity  of  the  Trust,   the
     presentation of Management's Discussion and Analysis of Financial Condition
     and Results of Operations,  as otherwise required by Item 303 of Regulation
     S-K, would not be meaningful.  All relevant information is contained in the
     monthly statements and consolidated summary annual statement.

     Item 8.  Financial Statements and Supplementary Data.

          As discussed above,  furnishing the traditional  financial information
     required by Item 8 of Form 10-K would not add relevant  information to that
     provided by the foregoing statements.

     Item  9.   Disagreements  with  Accountants  on  Accounting  and  Financial
Disclosure.

          Not applicable.
<PAGE>


                                    PART III

     Item 10.  Directors and Executive Officers.

          Not applicable.

     Item 11.  Executive Compensation.

          Not applicable.

     Item 12.  Security Ownership of Certain Beneficial Owners and Management.

          As  of  June  30,   1998,   there  were  a  total  of  36   Registered
     Certificateholders,  all of whom maintained  their security  positions with
     the  Depository  Trust  Company.  While  some of these  Certificateholders'
     security positions in the Trust exceeded 5% of the outstanding  Certificate
     Balance;  such securities do not constitute  voting  securities  within the
     meaning of Item 403 of Regulation S-K.

     Item 13.  Certain Relationships and Related Transactions.

          Union  Acceptance  Corporation,  as Servicer,  and UAC  Securitization
     Corporation, as Class IC Certificateholder, receive payments from the Trust
     in  accordance  with the  terms of the  applicable  pooling  and  servicing
     agreement.


                                     PART IV

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

          A report on Form 8-K was  filed at the end of each  month  during  the
     previous  fiscal year, or portion  thereof,  which contained the applicable
     servicer's  report for the  related  collection  periods  during the period
     covered by this  report.  In addition a From 8-K was filed on or about June
     19,  1998  related  to the  Closing of the sale of the  Certificates  which
     included the definitive Pooling and Servicing  Agreement and the consent of
     the independent accountants to the surety bond issuer.  Incorporated herein
     and  attached  hereto as Exhibit  99.1 is a copy of the Monthly  Servicer's
     Certificate  Reports to the Trust,  for the month ending June 30, 1998; and
     as Exhibit 99.2 the December 31, 1997 and 1996 Financial Statements of MBIA
     Insurance   Corporation   (as  successor  to  Capital   Markets   Assurance
     Corporation), the surety bond issuer.


<PAGE>

              Pursuant  to  the  requirements  of  Section  13 or 15  (d) 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
     Servicer of the UACSC 1998-B Auto Trust,  for and on behalf of UACSC 1998-B
     Auto Trust.
                                                 UACSC 1998-B Auto Trust

                                  By:  Union Acceptance Corporation, as Servicer


     Date: August 13, 1998              By: /s/ Melanie S. Otto
                                             -----------------------------------
                                             Melanie S. Otto
                                             Vice President

<PAGE>

                                  EXHIBIT INDEX

     No.      Description

         4        Pooling and Servicing  Agreement  Respecting UACSC 1997-B Auto
                  Trust*

         99.1     UACSC  1998-B  Auto  Trust  Monthly   Servicer's   Certificate
                  Reports: Month Ended June 30, 1998

         99.2     MBIA  Insurance  Corporation  Balance Sheet as of December 31,
                  1997  and  1996  and  the   Related   Statements   of  Income,
                  Stockholders  Equity  and Cash  Flows for each of the years in
                  the three-year period ended December 31, 1997 (Incorporated by
                  reference from pages F-1 to F-20 of the Current Report on Form
                  8-K of the UACSC  1998-B Auto Trust (File  #333-52101-01,  C1K
                  0001064203) as filed on or about June 19, 1998).


*Incorporated  by Reference to Exhibit 4 to Form 8-K filed on or about September
11, 1997.