United States Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form 10-Q

(Mark One)

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

                For the quarterly period ended September 30, 1997

                                       or

( )      TRANSITION  REPORT  PURSUANT  TO SECTION 13 or 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                  For the Transition Period from _____ to _____

                         Commission File Number: 0-26412

                          UNION ACCEPTANCE CORPORATION
             (Exact name of registrant as specified in its charter)


            Indiana                                   35-1908796
(State or other jurisdiction of                      (I.R.S. Employer 
 incorporation or organization)                   Identification Number)



                 250 N. Shadeland Avenue, Indianapolis, IN 46219
               (Address of principal executive office) (Zip Code)



                                 (317) 231-6400
              (Registrant's telephone number, including area code)

         Indicate  by check mark  whether  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
filing requirements for the past 90 days.

Yes (X)           No ( )

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date:

                  Class                          Outstanding at November 7, 1997

Class A Common Stock, without par value                  4,031,482 Shares
---------------------------------------                  ----------------
Class B Common Stock, without par value                  9,200,000 Shares
---------------------------------------                  ----------------

<PAGE>

                  UNION ACCEPTANCE CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                                      INDEX


                                                                         Page
Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited) :

         Consolidated Condensed Balance Sheets as of
         September 30, 1997 and June 30, 1997                              3

         Consolidated Condensed Statements of Earnings
         for the Three Months Ended
         September 30, 1997 and 1996                                       4

         Consolidated Condensed Statements of Cash Flows for the
         Three Months Ended September 30, 1997 and 1996                    5

         Notes to Consolidated Condensed Financial Statements              6

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                         8

Part II. OTHER INFORMATION                                                16

         Signatures                                                       17

<PAGE>

Union Acceptance Corporation and Subsidiaries
Consolidated Condensed Balance Sheets
Dollars in thousands, except share data
                                                     September 30,    June 30,
Assets                                                   1997           1997
                                                       --------       --------
                                                             (Unaudited)
                                                                    
Cash                                                   $ 78,313       $ 58,801
Restricted cash                                          17,173         16,657
Loans, net                                              141,227        121,381
Accrued interest receivable                               1,371          1,232
Property and equipment, net                               4,196          2,150
Excess servicing                                        104,166         98,841
Spread accounts                                          69,914         71,744
Other assets                                             22,307         21,360
                                                       --------       --------
  Total Assets                                         $438,667       $392,166
                                                       ========       ========
                                                                    
Liabilities                                                         
                                                                    
Amounts due under warehouse facilities                   93,190         44,455
Long-term debt                                          221,000        221,000
Accrued interest payable                                  2,421          5,793
Amounts due to trusts                                    14,838         16,067
Dealer premiums payable                                   2,156          1,372
Other payables and accrued expenses                       3,386          2,318
Deferred income tax payable                              15,057         15,046
                                                       --------       --------
  Total Liabilities                                     352,048        306,051
                                                       --------       --------
                                                                    
Shareholders' Equity                                                
                                                                    
Preferred Stock, without par value, authorized                      
  10,000,000shares; none issued and outstanding              --             --
                                                                    
Class A Common Stock, without par value,                            
  authorized 30,000,000 shares; 4,016,788                           
  and 4,011,358 shares  issued and                                  
  outstanding at September 30, 1997 and                             
  June 30, 1997, respectively                                       
                                                         58,270         58,270
                                                                    
Class B Common Stock, without par value,                            
  authorized 20,000,000 shares; 9,200,000                           
  shares issued and outstanding at September 30,                    
  1997 and June 30, 1997, respectively                      --             --
                                                                    
Retained earnings                                        28,349         27,845
                                                       --------       --------
  Total Shareholders' Equity                             86,619         86,115
                                                       --------       --------
                                                                    
  Total Liabilities and Shareholders' Equity           $438,667       $392,166
                                                       ========       ========
                                                                    
See accompanying notes to consolidated condensed financial statements.


<PAGE>

Union Acceptance Corporation and Subsidiaries
Consolidated Condensed Statement of Earnings
Dollars in thousands, except share data
(Unaudited)

                                            Three Months Ended
                                               September 30,
                                        -------------------------
                                            1997          1996
                                        -----------   -----------
Interest on loans                       $     6,648   $     9,233
Interest on spread accounts and
  restricted cash                             1,725         1,510
                                        -----------   -----------
  Total interest income                       8,373        10,743
Interest expense                              6,053         6,410
                                        -----------   -----------
  Net interest margin                         2,320         4,333
Provision for estimated credit losses         1,505           855
                                        -----------   -----------
  Net interest margin
         after provision                        815         3,478

Gain on sales of loans, net                   1,466         6,875
Servicing fees, net                           6,192         5,826
Other                                         1,020           934
                                        -----------   -----------

  Total revenues                              9,493        17,113
                                        -----------   -----------

Salaries and benefits                         4,610         3,632
Other                                         4,013         3,514
                                        -----------   -----------

  Total operating expenses                    8,623         7,146
                                        -----------   -----------

Earnings before provision for
  income taxes                                  870         9,967
Provision for income taxes                      366         4,049
                                        -----------   -----------

  Net earnings                          $       504   $     5,918
                                        ===========   ===========

  Net earnings per common share         $      0.04   $      0.45
                                        ===========   ===========

  Weighted average number of
    common shares outstanding            13,216,788    13,211,358
                                        ===========   ===========

See accompanying notes to consolidated condensed financial statements.



<PAGE>

Union Acceptance Corporation and Subsidiaries
Consolidated Condensed Statement of Cash Flows
(Dollars in thousands)
(Unaudited)


<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                    September 30,
                                                                ----------------------
                                                                  1997         1996
                                                                ---------    ---------

Cash flows from operating activities:
<S>                                                             <C>          <C>      
    Net earnings                                                $     504    $   5,918

      Adjustments  to  reconcile  net  earnings
      to net cash  provided  (used) by
      operating activities:
          Loan originations in excess of liquidations            (239,015)    (287,166)
          Dealer premiums paid in excess of dealer premium
            rebates received on loans held for sale                (9,860)     (14,185)

          Securitization of loans held for sale                   218,390      310,999

          Gain on sales of loans                                   (7,162)      (9,756)

          Proceeds on sale of interest-only strip                   3,782        9,139
          Return of excess servicing cash flows                     3,892        9,869
          Impairment of Excess Servicing                            3,756           --
          Provision for estimated credit losses                     1,505          855
          Amortization and depreciation                             1,005          960
          Spread accounts                                           1,830       (7,899)
          Restricted cash                                            (516)      (1,330)
          Other assets and accrued interest receivable             (1,990)         492
          Amounts due to trusts                                    (1,229)       3,630
          Other payables and accrued expenses                      (1,878)      (1,628)
                                                                ---------    ---------
             Net cash provided (used) by operating activities     (26,986)      19,898
                                                                ---------    ---------

Cash flows from investing activities:
    Purchase of fixed assets                                       (2,237)        (297)
                                                                ---------    ---------

Cash flows from financing activities:
    Net change in warehouse credit facilities                      48,735      (23,273)
                                                                ---------    ---------

Change in cash                                                     19,512       (3,672)


Cash, beginning of period                                          58,801       13,459

                                                                ---------    ---------

Cash, end of period                                             $  78,313    $   9,787

                                                                =========    =========
Supplemental disclosures of cash flow information:

             Income taxes paid
                                                                $       9          $--
                                                                =========    =========
             Interest paid                                      $   9,672    $   9,880
                                                                =========    =========
</TABLE>




See accompanying notes to consolidated condensed financial statements.

<PAGE>


Union Acceptance Corporation and Subsidiaries
Notes to Consolidated Condensed Financial Statements
For the Three Months Ended September 30, 1997 and September 30, 1996
(Unaudited)

Note 1-  Basis of Presentation

         The forgoing consolidated condensed financial statements are unaudited.
However,  in the opinion of  management,  all  adjustments  necessary for a fair
presentation of the results of the interim period  presented have been included.
All  adjustments are of a normal and recurring  nature.  Results for any interim
period are not  necessarily  indicative  of results to be expected for the year.
The consolidated  condensed  financial  statements include the accounts of Union
Acceptance Corporation and its subsidiaries.

         In  contemplation  of a public  offering to sell common stock,  UAC was
formed  as  a  wholly-owned   subsidiary  of  Union  Federal   Savings  Bank  of
Indianapolis  ("Union  Federal") in December  1993.  During  fiscal 1995,  Union
Acceptance  Funding  Corporation,  UAC Securitization  Corporation,  Performance
Funding  Corporation and Performance  Securitization  Corporation were formed as
wholly owned subsidiaries of UAC and selected assets and operations of the Union
Division were  transferred to UAC. In August of 1995,  the Company  completed an
initial public offering simultaneously with a tax free spin-off from its parent,
Union  Federal.  During  fiscal  1996,  UAC Boat Funding  Corp.  was formed as a
wholly- owned  subsidiary of UAC. In fiscal 1997,  UAC Finance  Corporation  was
formed as a wholly-owned  subsidiary of UAC.  During the first quarter of fiscal
1998, Circle City Car Company was formed as a wholly-owned subsidiary of UAC.

         The  consolidated  condensed  interim  financial  statements  have been
prepared in accordance with Form 10-Q  specifications,  and,  therefore,  do not
include all  information and footnotes  normally shown in full annual  financial
statements.  A summary of the Corporation's  significant  accounting policies is
set forth in "Note 1" of the "Notes to Consolidated Financial Statements" in the
Corporation's Annual Report on Form 10-K for the year ended June 30, 1997.

Note 2- Earnings Per Share

         Earnings per share for the three months ended  September 30, 1997,  and
September 30, 1996 were computed by dividing net earnings by the average  common
shares outstanding during the period. The effect of unexercised stock options on
earnings per share is not or is less than three percent dilutive as of September
30, 1997 and September 30, 1996, respectively,  and has not been included in the
earnings per share computations.


<PAGE>

Note 3 - Excess Servicing
Excess servicing is as follows (in thousands) at:

                                              September 30,     June 30,
                                                  1997            1997
                                               -----------     -----------
Estimated value of excess servicing cash
  flows, net of estimated prepayments          $   153,006     $   148,788
Allowance for estimated credit losses
                                                   (76,505)        (79,013)
Estimated dealer premium rebates
                                                    27,541          28,175
Discount to present value
                                                   (12,909)        (11,916)
                                               -----------     -----------

                                                    91,133          86,034

Accrued interest on securitized loans
                                                    13,033          12,807
                                               -----------     -----------
Excess Servicing                               $   104,166     $    98,841
                                               ===========     ===========

Outstanding balance of loans serviced
  through securitized trusts                   $ 1,837,423     $ 1,818,363
Allowance for estimated credit losses as
  a percentage of securitized loans serviced          4.16%           4.35%


<PAGE>



Union Acceptance Corporation and Subsidiaries
Notes to Consolidated Condensed Financial Statements
For the Three Months Ended September 30, 1997 and September 30, 1996
(Unaudited)


Note 4 -Current Accounting Pronouncements

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share"  ("SFAS
128"). SFAS 128 provides computation,  presentation, and disclosure requirements
for  earnings  per share.  The  traditional  presentation  of primary  and fully
diluted  earnings per share will be replaced with basic and diluted earnings per
share. The Statement is effective for financial  statements for both interim and
annual periods  ending after  December 15, 1997, and earlier  application is not
permitted. Management does not expect earnings per share to change materially as
a result of this  pronouncement  as the effect of  unexercised  stock options on
earnings per share is not  dilutive,  and has not been  included in the earnings
per share computations for historical periods.

In February 1997, the FASB issued SFAS No. 129, "Disclosure of Information about
Capital  Structure"  ("SFAS  129").  SFAS 129 provides  guidance for  disclosure
regarding dividend policies,  voting rights,  liquidation  preferences and other
miscellaneous  items related to capital  structure.  This Statement is effective
for reporting  periods ending after  December 15, 1997.  There may be disclosure
requirements  which apply to the Company as a result of this  pronouncement  for
the fiscal year ended June 30, 1998.

In June, 1997, The FASB issued SFAS No. 130,  "Reporting  Comprehensive  Income"
("SFAS  130"),   which  establishes   standards  for  reporting  and  displaying
comprehensive   income  and  its   components  in  the   financial   statements.
Comprehensive  income is the total of net  income  and all  nonowner  changes in
shareholders'  equity.  The  Statement is effective  for fiscal years  beginning
after December 15, 1997, with earlier application permitted.  The Statement will
require  new  disclosures  by the  Corporation,  but is not  expected to have an
impact on the financial statements or results of operations.

In June, 1997, The FASB issued SFAS No. 131,  "Disclosures  About Segments of an
Enterprise and Related  Information"  (SFAS 131"), which introduces new guidance
on segment  reporting.  The  Statement is effective  for fiscal years  beginning
after December 15, 1997, with earlier application  encouraged.  The Statement is
not expected to have a material impact on the financial  condition or results of
operations of the Corporation.

<PAGE>



Item 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

General

         The  Company  derives  substantially  all  of  its  earnings  from  the
acquisition,  securitization  and  servicing of automobile  loans  originated by
dealerships  affiliated with major domestic and foreign  manufacturers.  To fund
the acquisition of loans prior to securitization, the Company utilizes revolving
warehouse  facilities,  discussed in "Liquidity and Capital  Resources." Through
securitizations, the Company periodically pools and sells loans to a trust which
issues  Certificates to investors  representing  pro-rata interests in the loans
sold.  When the Company sells loans in a  securitization,  it records a gain (or
loss) on sale of loans and  establishes  excess  servicing  as an asset.  Excess
servicing  cashflows are recorded against the excess servicing asset as received
over the life of the related securitization.

         Acquisition  Volume.  The Company currently  acquires loans in 51 major
metropolitan  areas in 30 states  from over 3,200  manufacturer-franchised  auto
dealerships.  The  Company  primarily  acquires  loans  on  automobiles  made to
borrowers who exhibit a favorable  credit profile  ("Prime  lending") and, since
October 1994, to borrowers  with adequate  credit  quality who would not qualify
for a loan under the Company's Prime lending program ("Non-prime  lending").  In
June 1996, the Company began  acquiring  loans under the Marine lending  program
("Marine  lending").  The  Company  continues  to  expand  and  is  focusing  on
penetrating the existing dealer base and on new high-quality  dealers within the
existing markets.  Over the last year the Company made some strategic  decisions
with regard to pricing and  underwriting  with a view to  improving  the overall
credit quality of the portfolio over the long-term.  These changes, coupled with
intense  competition  in the consumer  finance  markets,  resulted in lower loan
acquisition  volume in the third and fourth quarters of fiscal 1997.  Because of
the competitive  environment and tightened credit standards,  the Company's loan
acquisitions for the first half of fiscal 1998 are expected to be lower than the
first half of fiscal 1997. Loan  acquisition  volume  increased during the first
quarter of fiscal 1998 compared to the quarter  ended June 30, 1997.  Total loan
acquisitions  were $252.9  million for the quarter ended  September 30, 1997, up
from $238.4  million for the quarter  ended June 30, 1997,  and down from $296.6
million  for the same  quarter of last year.  Prime  loan  acquisitions  for the
quarter ended  September 30, 1997  increased by 5.6% over the previous  quarter,
but  declined  14.0%  over  the  same  quarter  of  last  year.  Non-prime  loan
acquisitions  totaled $8.8 million for the quarter  ended  September 30, 1997, a
37.9%  decrease over the same quarter of last year and a 53.3% increase over the
previous quarter. Loan acquisitions for the marine business increased 153.9% for
the first quarter ended over the same quarter of last year. However,  due to the
seasonal  nature  of boats  and  personal  watercraft,  loan  acquisitions  have
decreased from the quarter ended June 30, 1997.


<PAGE>

         Gross and Net Spreads.  Market interest rates (i.e.  treasury rates) on
the quarterly securitizations remained fairly constant over most of fiscal 1997,
increasing in the fourth quarter and declining slightly during the first quarter
ended  September  30,  1997.  The gross  and net  spreads  on the first  quarter
securitization  of fiscal 1998 were 7.04% and 5.38% compared to 6.82% and 5.11%,
respectively  over the same quarter of last year. Gross spread is defined as the
difference  between the weighted average loan rate and the Certificate rate. Net
spread is defined as gross spread less servicing  fees,  upfront costs,  ongoing
credit  enhancement  fees and trustee  fees,  and hedging  gains or losses.  Net
spreads  increased  during  fiscal  1997,  dropping  in the fourth  quarter  and
rebounding in the first quarter of fiscal 1998.  There tends to be a lag between
changes in market rates of interest and  automobile  loan rates.  As  previously
stated,  market  interest  rates declined from the June quarter to the September
quarter securitization;  however, contract rates on loans sold in September 1997
(acquired in June, July and August, 1997) increased,  thereby effecting a higher
gross and net spread on the September securitization.

         Management  is  currently  targeting  net  spreads of 5.00% to 5.50% on
prime securitizations  (assuming a pricing spread for asset-backed  certificates
over the two-year treasury note of 50 basis points) for fiscal 1998.  Management
believes that by targeting a spread of 7.00% to 7.50% between loan rates and the
two-year  treasury  rate  that  these  net  spreads  can be  achieved.  Although
management  believes these spreads can be achieved,  material factors  affecting
the  net  spreads  are  difficult  to  predict  and  could  cause   management's
projections to be materially inaccurate. These include current market conditions
with respect to market  interest  rates and demand for  asset-backed  securities
generally,  and  for  Certificates  representing  interests  in  securitizations
sponsored by the Company. See - "Discussion of Forward-Looking Statements".

          Gain on Sales of Loans.  Gain on Sales of Loans  can be a  significant
element of the Company's net earnings. The gain on sales of loans is affected by
several factors,  but is primarily  affected by the amount of loans securitized,
the net  spread,  and the level of  estimation  for credit  losses.  The Company
adjusts its pricing  frequently and employs a hedging strategy to help ensure an
adequate net spread in the ensuing securitization, while mitigating the risks of
increasing interest rates and the volatility in net spreads.

         Portfolio  Performance.  There has been a general  deterioration in the
consumer  credit markets despite low  unemployment  and relatively good economic
conditions.  UAC  believes  that this  decline is due  primarily  to debtor over
extension,  which  results in higher  consumer  debt  levels and the  consumer's
increased readiness to declare  bankruptcy.  These factors have led to increased
delinquency and net credit losses,  especially in the 1995 securitization pools.
According to industry  loss curves,  the losses on those loans  acquired in 1995
should  have  peaked as they are  currently  in the 23rd to 32nd  month of their
lives. However,  delinquency and credit losses on these loan pools have remained
higher than expected. The delinquency and projected credit losses on those loans
acquired  in 1996 are also  higher than UAC  expectations,  however,  the credit
quality on those loans appears  stronger  than on those loans  acquired in 1995.
Moreover,  the quality of loans acquired in 1997, to date, appears stronger than
the quality of loans acquired in 1996. UAC has and is continuing to address this
issue through tightened underwriting credit standards,  forming collection teams
to  specifically  target  problem  accounts and utilizing new scoring tools that
allow UAC to focus its collection efforts in the most effective manner.

         Recovery rates have continued to decline due to a soft used car market,
resulting from saturation of used leased  vehicles and repossessed  vehicles due
to  bankruptcy.  Recoveries  as a percentage  of gross  charge-offs  declined to
35.28% for the quarter  ended  September 30, 1997 from 43.00% and 40.36% for the
quarter  ended  June  30,  1997 and  September  1996,  respectively.  Management
continues to look for ways to improve  recovery  rates.  One step recently taken
was to increase  tracking  efforts on insurance and warranty  refunds due to the
Company.   Additionally,   UAC  has  acquired  a  6.5  acre  property  near  its
Indianapolis headquarters for the purpose of expanding reconditioning and retail
remarketing   operations  which  have  outgrown  their  current   facilities  in
Indianapolis. See -"Other Matters"


<PAGE>

          Provisions are made for estimated  credit losses in  conjunction  with
each loan sale.  Current  assumptions in the calculation of the estimated credit
loss allowance for the first quarter  securitization  was 4.00% over the life of
the pool.  Allowance related to credit loss on securitized loan losses (inherent
in the excess  servicing asset) declined to 4.16% at September 30, 1997 compared
to 4.35% at June 30, 1997,  but up from 3.27% at September 30, 1996. The decline
from June 30, 1997 to September 30, 1997 was expected as many previous pools are
expected to  experience  loss rates  higher than 4.00% while loans  acquired and
securitized in 1997 are expected to experience loss rates lower than 4.00%.

          Prime Portfolio. Set forth below is certain information concerning the
experience  of UAC  pertaining  to  delinquencies,  and net credit losses on the
Prime fixed rate retail automobile,  light truck and van receivables serviced by
the Company.  There can be no assurance that future  delinquency  and net credit
loss experience on receivables  will be comparable to that set forth below.  See
"Discussion of Forward-Looking Statements".

<TABLE>
<CAPTION>
                                                       Prime Delinquency Experience At
                          -------------------------------------------------------------------------------------
                                  September 30, 1997           June 30, 1997             September 30, 1996
                          -----------------------------    ------------------------   -------------------------
                                                                        (Dollars in thousands)
                           Number of                       Number of                   Number of
                             Loans            Amount         Loans        Amount        Loans         Amount 
<S>                           <C>           <C>             <C>         <C>             <C>         <C>       
Servicing portfolio           177,377       $1,896,748      173,693     $1,860,272      155,853     $1,648,523
Delinquencies
  30-59 days                    4,310           45,766        2,487         27,373        1,498         16,605
  60-89 days                    2,196           25,156        1,646         18,931          907         10,650
  90 days or more                 934           11,131          723          8,826          499          6,047
                          -----------    -------------      -------     ----------     --------      ---------
Total delinquencies             7,440           82,053        4,856         55,130        2,904         33,302

Delinquency as a
  percentage of 
  servicing portfolio            4.19%            4.33%        2.80%          2.96%        1.86%          2.02%
</TABLE>

         As  indicated  in  the  above  table,   delinquency  rates  based  upon
outstanding  loan  balances of accounts 30 days past due and over  increased  to
4.33% at September  30, 1997 from 2.96% and 2.02% at June 30, 1997 and September
30, 1996,  respectively,  for UAC's prime  servicing  portfolio.  The  increased
delinquency  is primarily due to the  deterioration  of consumer  credit trends,
especially in those loans originated and securitized in 1995.

<TABLE>
<CAPTION>
                                                                      Prime Credit Loss Experience
                                                                          For the Quarter Ended
                                        --------------------------------------------------------------------------------------
                                          September 30, 1997                 June 30, 1997                 September 30, 1996
                                        ------------------------          ---------------------        -----------------------
                                                                       (Dollars in thousands)
                                         Number of                      Number of                       Number of
                                          Loans         Amount             Loans       Amount             Loans       Amount 
                                          -------     ----------          -------    ----------          -------    ----------
<S>                                       <C>         <C>                 <C>        <C>                 <C>        <C>       
Average servicing portfolio               175,920     $1,881,603          173,072    $1,855,488          153,203    $1,616,606

Gross charge-offs                           2,054         23,056            1,887        21,907              986        10,751
Recoveries                                                 8,134                          9,421                          4,339
                                                      ----------                     ----------                     ----------
  Net charge-offs                                         14,922                         12,486                          6,412

Gross charge-offs as a percentage
  of average servicing portfolio             4.67%*         4.90%*           4.36%*        4.72%*           2.57%*        2.66%*

Recoveries as a percentage
  of gross charge-offs                                     35.28%                         43.00%                         40.36%

Net charge-offs as a percentage
  of average servicing portfolio                            3.17%*                         2.69%*                         1.59%*

* Annualized
</TABLE>

<PAGE>

         As  indicated  in the table  above,  credit  losses  on the prime  auto
portfolio  totaled $14.9  million for the quarter  ended  September 30, 1997, or
3.17%  (annualized) as a percentage of the average servicing  portfolio compared
to 2.69% and 1.59% for the quarter  ended June 30, 1997 and  September 30, 1996,
respectively.  Increased  credit  losses are  primarily a result of higher gross
charge-off  rates  (due  to  consumer  credit  trends,  especially  in the  1995
securitization pools), as well as a decline in recovery rates.

         Non-Prime Portfolio.  Set forth below is certain information concerning
the Company's  experience  pertaining to delinquencies  and net credit losses on
the Non-prime  portfolio.  There can be no assurance that future delinquency and
net credit loss  experience on receivables  will be comparable to that set forth
below. See "Discussion of Forward-Looking Statements".

<TABLE>
<CAPTION>
                                               Non-prime Delinquency Experience At
                          ---------------------------------------------------------------------------------------------
                              September 30, 1997              June 30, 1997            September 30, 1996
                          -----------------------      ------------------------     -----------------------------------

                                                                        (Dollars in thousands)
                           Number of                     Number of                    Number of
                             Loans        Amount           Loans         Amount        Loans        Amount 
<S>                         <C>         <C>               <C>           <C>            <C>          <C>    
Servicing portfolio         6,288       $70,760           6,056         $68,289        4,925        $57,603
Delinquencies
  30-59 days                  380         4,420             236          2,807           119          1,402
  60-89 days                  162         1,876             123          1,412            35            443
  90 days or more              --            --              --             --            --             --
                            -----    -----------        -------    ------------    ---------       --------
Total delinquencies           542         6,296             359          4,219           154          1,845

Delinquency as a
  percentage of 
  servicing portfolio        8.62%         8.90%           5.93%           6.18%        3.13%          3.20%
</TABLE>


         As indicated in the above table,  Non-prime  portfolio  delinquency was
8.90% based on  outstanding  loan balances of accounts 30 days past due and over
at  September  30,  1997,  compared  to  6.18% at June 30,  1997,  and  3.20% at
September 30, 1996.

<TABLE>
<CAPTION>


                                                        Non-prime Credit Loss Experience
                                                               For the Quarter Ended
                                     -------------------------------------------------------------------------

                                       September 30, 1997          June 30, 1997          September 30, 1996
                                     ---------------------      --------------------     ---------------------
                                                                 (Dollars in thousands)
                                      Number of                 Number of                Number of
                                        Loans      Amount         Loans      Amount         Loans      Amount
                                        -----      ------         -----      ------         -----      ------
<S>                                     <C>        <C>            <C>        <C>            <C>        <C>    
Average servicing portfolio             6,202      $69,825        6,041      $68,492        4,625      $53,908

Gross charge-offs                         229        2,474          175        1,962           69          751
Recoveries                                             933                       507                       274
                                                   -------                   -------                   -------
  Net charge-offs                                    1,541                     1,455                       477

Gross charge-offs as a percentage
  of average servicing portfolio        14.77%*      14.17%*      11.59%*      11.46%*       5.97%*       5.57%*

Recoveries as a percentage
  of gross charge-offs                               37.71%                    25.84%                    36.48%

Net charge-offs as a percentage
  of average servicing portfolio                      8.83%*                    8.50%*                    3.54%*
</TABLE>

* Annualized
<PAGE>

         As  indicated in the above  table,  credit  losses for the three months
ended   September  30,  1997  totaled   approximately   $1.5  million  or  8.83%
(annualized)  as a  percentage  of the  average  Non-prime  servicing  portfolio
compared to 8.50% and 3.54% for the quarter ended June 30,1997 and September 30,
1996,  respectively.  Recovery  rates  as  a  percentage  of  average  servicing
portfolio  for the  quarter  ended  September  30, 1997 have  improved  over the
previous quarter.  The Company has historically  focused on the prime end of the
credit spectrum and will continue to do so.

         Marine Portfolio.  Delinquency related to the Marine portfolio based on
outstanding loan balances of accounts 30 days past due and over at September 30,
1997 was 1.46%,  an increase  over 0.10% at June 30, 1997.  There were no credit
losses on the average marine servicing portfolio for the first quarter of fiscal
1998.  Management  expects increases in marine  delinquency and credit losses as
the portfolio becomes seasoned.


Results of Operations

         Net earnings for the quarter were $504,000 or $0.04 per share  compared
to $5.9  million  or $0.45 per  share for the same  quarter  of last  year.  The
decrease in net earnings is primarily attributable to a decrease in net interest
margin after  provision of $2.7 million as well as a $3.7 million  ($2.2 million
after tax) charge for the impairment of excess servicing  related to an increase
in the allowance for estimated credit losses on the securitized  portfolio.  The
charge  was taken  based on  current  trends  with  respect  to credit  loss and
delinquency,  and their effects on the valuation of the excess  servicing asset.
(See discussion below).

         Net  interest  margin,  after  provision  for  September  30,  1997 was
$815,000,  a 76.6% decrease from the net interest margin after provision of $3.5
million  for the same  period of last year.  Interest  on loans for the  quarter
decreased 28.0% to $6.6 million  compared to $9.2 million for the  corresponding
quarter  of last  year.  The  decrease  in the net  interest  margin is due to a
combination  of a lower amount of loans held for sale at June 30, 1997 of $116.4
million  compared to loans held for sale at June 30, 1996 of $244.0  million and
lower loan  acquisitions  during the first  quarter of fiscal  1998  compared to
first  quarter of fiscal  1997.  Interest  expense  for the three  months  ended
September 30, 1997 was $6.1 million compared to $6.4 million for the same period
of last year. The decrease in interest expense is due primarily to lower average
borrowing  needs for the quarter ended  September 30, 1997  resulting from lower
loan acquisitions. This was partially offset by a higher effective interest cost
due to a greater  percentage of the borrowing  being from  long-term  debt.  The
Company  issued $65  million in Senior  Notes  during  March 1997  resulting  in
increased interest expense on long-term debt beginning with the third quarter of
fiscal 1997.

         Gain on sales of loans  totaled $5.2  million  (before the effect of an
impairment of the excess  servicing asset of $3.7 million) for the quarter ended
September  30, 1997  compared to $6.9 million for the same quarter of last year.
The decrease was due to loan  acquisitions  being down which resulted in a lower
securitization  for the first  quarter  of  fiscal  1998  compared  to the first
quarter  securitization of fiscal 1997. The loans sold in the securitization for
the three months ended September 30, 1997 were $218.4 million compared to nearly
$310.1 million for the three months ended  September 30, 1996.  This was offset,
somewhat,  by the  improvement  of  gross  and net  spreads  on  this  quarter's
securitization  of 7.04% and 5.38%,  compared  to 6.82% and 5.11%,  respectively
over the  securitization in the same quarter of last year.  Included in the gain
on sale  was an  allowance  for  estimated  credit  loss  of  4.00%  and  3.00%,
respectively.

         Servicing fees, net increased 6.3% to $6.2 million for the three months
ended  September  30, 1997,  compared to $5.8 million for the three months ended
September 30, 1996. Servicing fees consist of contractual  servicing fees (1% on
prime  securitizations),  the scheduled accretion of discount established on the
excess  servicing asset at the time of  securitization,  and rebates received in
excess of original  estimates  recorded  inherent in the gain  calculation.  The
increase in servicing fees, net is primarily a result of the increase in average
securitized  loans to nearly $1.8 billion for the first  quarter of fiscal 1998,
compared  to just  over  $1.4  billion  for the first  quarter  of fiscal  1997.
Servicing fees are also impacted by the timing of excess servicing cashflows and
excess  rebates.  The  Company's  rebate  receivable  is  marked  to market as a
component of the excess  servicing  asset  beginning  with the fourth quarter of
fiscal 1997 and thus,  the Company does not expect to receive  excess rebates in
fiscal 1998.  Prior to this,  excess rebates received were included in servicing
fees, net and totaled $809,000 for the quarter ended September 30, 1996.


<PAGE>

         Other  revenues  increased  to $1.0  million for the three months ended
September 30, 1997, from $934,000 for the three months ended September 30, 1996.
The increase resulted primarily from increases in late charge fee income, offset
by a decrease in origination fee income.

         Salaries  and  benefits  increased to $4.6 million for the three months
ended September 30, 1997, from $3.6 million for the  corresponding  period ended
September 30, 1996. This increase  resulted  primarily from increased  full-time
equivalent ("FTE") employees. Average FTE's for the three months ended September
30, 1997, were 420 compared to 347 for the comparable period ended September 30,
1996. The Company has experienced growth primarily in collections,  but modestly
in other areas. These increases are primarily in response to a growing servicing
portfolio.  Additional  support  staff has been  added to ensure  efficiency  in
operations as the Company's servicing portfolio continues to grow.

         Other operating  expense  increased 14.2% to $4.0 million for the three
months ended  September  30, 1997,  from $3.5 million for the three months ended
September  30,  1996.  Operating  expense as a percentage  of average  servicing
portfolio  was 1.76% and 1.71% for the  period  ending  September  30,  1997 and
September 30, 1996, respectively. Other operating expenses include occupancy and
equipment costs, outside and professional services,  loan expenses,  promotional
expenses,  travel,  office supplies and other. The increase  resulted  primarily
from  an  increase  in  consulting/professional  fees  for  the  Activity  Based
Management  ("ABM") project that began in July 1997, which will help the Company
identify  costs of processes  performed  for use in pricing and  improvement  in
overall efficiency.

Financial Condition

         Loans,  net includes the principal  balance of loans held for sale, net
of unearned  discount  and  allowance  for  estimated  credit  losses,  loans in
process,  and prepaid dealer  premiums.  The Company's  portfolio of loans,  net
increased to $141.2  million at September 30, 1997,  from $121.4 million at June
30, 1997. This increase was due to the net effect of higher loan originations in
the first quarter (over the previous quarter) and a lower  securitization in the
first quarter (over the previous quarter).

         Excess Servicing  increased to $104.2 million as of September 30, 1997,
from $98.8  million as of June 30, 1997.  This  balance  increased by the amount
capitalized  upon  consummation of the UACSC 1997-C Auto Trust  ("1997-C") prime
securitization related to excess servicing and estimated dealer premium rebates.
Structuring  of the  securitization  includes the sale of "interest only strips"
which generates more cash from the sale, but serves to reduce the initial excess
servicing  asset  recorded.  The amount  capitalized was offset by the return of
excess  cashflows as received  over the three months ended  September  30, 1997,
related to all outstanding securitizations. The increase in excess servicing was
offset  by the  effect  of the $3.7  million  dollar  impairment  of the  excess
servicing asset made during the current quarter. The provision was recorded as a
reduction of the gain  recognized  on the 1997-C  securitization.  Allowance for
estimated  credit losses on securitized  loans is included as a component of the
excess  servicing  asset. At September 30, 1997, the allowances  related to both
prime and  non-prime  securitized  loans  totaled  $76.5 million or 4.16% of the
total securitized loan portfolio compared to $79.0 million and 4.35% at June 30,
1997 and $48.7 million and 3.27% at September 30, 1996. Accrued interest due the
Company at the cutoff  date on  securitized  loan  pools is also  included  as a
component of Excess Servicing.

         Spread Accounts  decreased to $69.9 million at September 30, 1997, from
$71.7  million at June 30, 1997.  These  balances are increased by deposits made
monthly from excess servicing  cashflows,  and are reduced by any withdrawals of
funds from the Spread  Accounts.  Withdrawals  of spread  account funds are made
when the  balance  of the  Spread  Accounts  is in  excess  of the  requirements
stipulated  in the servicing  agreement or when a draw on the Spread  Account is
required due to negative excess servicing.

         The balance of the Revolving Warehouse Credit Facilities and the Senior
and Senior Subordinated Notes was $314.2 million at September 30, 1997, compared
to $265.5  million  at June 30,  1997.  The  increase  in total  borrowings  was
primarily related to the increase in first quarter loan acquisitions as compared
to the previous quarter ended June 30, 1997.


<PAGE>

         The  net  deferred  income  taxes  payable  totaled  $15.1  million  at
September 30, 1997, compared to $15.0 million at June 30, 1997. This increase is
a result of the  deferral  of a portion of the gain on the sale of loans for the
securitization  effected  during the first  quarter of fiscal  1998 in excess of
previously deferred income recognized currently for tax purposes.

Liquidity and Capital Resources

         Sources and Uses of Cash in Operations. The Company's business requires
significant  amounts of cash to support  operations.  Its  primary  uses of cash
include (i) purchases and financing of loans,  (ii) payment of Dealer  Premiums,
(iii)  securitization  costs  including cash held in Spread Accounts and similar
cash  collateral  accounts under revolving  Warehouse  Credit  Facilities,  (iv)
servicer  advances of payments on securitized  loans pursuant to  securitization
trusts,  (v) losses on hedging  transactions  realized  in  connection  with the
closing of securitization transactions where interest rates have declined during
the period  covered by the hedge,  (vi)  operating  expenses,  (vii)  payment of
income taxes, and (viii) interest  expense.  The Company's  sources of cash from
operations include (i) standard servicing fees,  generally 1.0% per annum of the
prime  securitized  portfolio,  (ii) Excess  Servicing Cash Flows,  (iii) Dealer
Premium rebates,  (iv) gains on hedging transactions realized in connection with
the closing of securitization  transactions  where interest rates have increased
during the periods  covered by the hedge,  (v) interest income and (vi) sales of
loans  in   securitization   transactions   and  (vii)  proceeds  from  sale  of
interest-only strips in conjunction with securitization  transactions.  Net cash
used by operating  activities  decreased  to $27.0  million for the three months
ended  September  30, 1997,  from net cash  provided by operating  activities of
$19.9 million for the three months ended  September 30, 1996. This was primarily
attributable to a decrease in loans securitized relative to loans acquired.  The
increase in cash used for investing activities was primarily due to the purchase
of  property  for  the  expansion  of  the  retail  remarketing   operations  in
Indianapolis. See - "Other Matters"

         Hedging  transactions  may represent a source or a use of cash during a
given period  depending on the change in interest rates. In the first quarter of
fiscal 1998, hedging transactions have required a use of cash of $1.1 million.

         Financing Activities and Credit Facilities. The Company has substantial
capital  requirements to support its ongoing operations and anticipated  growth.
The  Company's  sources  of  liquidity  are  currently  funds  from  operations,
securitizations and external  financings  including long-term debt and revolving
warehouse   credit   facilities.   Historically,   the   Company  has  used  the
securitization  of loan pools as its primary  source of long-term  funding,  and
currently intends to continue to do so.  Securitization  transactions enable the
Company to improve its liquidity,  to recognize gains from the sales of the loan
pools  while  maintaining  the  servicing  rights to the  loans,  and to control
interest  rate risk by matching the repayment of amounts due to investors in the
securitizations with the actual cash flows from the securitized assets.


<PAGE>

         The Company has borrowing  arrangements  with an independent  financial
institution  for the Prime  Warehouse  Facility  of up to $350.0  million  and a
similar Non-prime Warehouse Facility of up to $50.0 million.  Additionally,  the
Company  has a  Marine  Warehouse  Facility  of up to  $50.0  million  that  was
established in April 1997. The Prime  Warehouse  Facility  provides  funding for
loan  acquisitions  at a  purchase  price  of up to  100.0%  of the  outstanding
principal  balance  of  eligible  loans at the time of  purchase  to the  extent
allocable to loans which, upon acquisition,  provided for 72 monthly payments or
less.  Additional  funding is provided for  eligible  loans with greater than 72
monthly payments at a purchase price of up to 92.0% of the outstanding principal
balance.  The advance rate is adjusted monthly based upon actual loss statistics
in order to maintain the necessary  enhancement  level. The Non-prime  Warehouse
Facility  provides  funding for loan  acquisitions  at a purchase price of up to
87.0% of the  outstanding  principal  balance of  eligible  loans at the time of
purchase.  The Marine Warehouse  Facility provides funding for loan acquisitions
at a purchase  price of up to 88.0% for any boat loan,  up to 65.0% for personal
watercraft  loans  with  49  -  60  scheduled  monthly  payments,  and  personal
watercraft loans with less than 49 monthly payments at a purchase price of up to
83.0%. The Company also issued $110.0 million in Senior Notes in connection with
the spin-off of the Company by Union  Federal and the Company's  initial  public
offering,  and  completed  a  private  placement  of  $46.0  million  in  Senior
Subordinated  Notes in April  1996 and $65.0  million  in Senior  Notes in March
1997. Between securitization  transactions,  the Company relies primarily on the
Revolving  Warehouse Credit  Facilities to fund ongoing loan  acquisitions  (not
including Dealer Premiums). In addition to loan acquisition funding, the Company
also  requires  substantial  capital on an ongoing basis to fund the advances of
Dealer  Premiums,  securitization  costs,  servicing  obligations and other cash
requirements  described above. The Company's  ability to borrow under the Credit
Facilities  is  dependent  upon its  compliance  with the terms  and  conditions
thereof.  The  Company's  ability  to obtain  successor  facilities  or  similar
financing  will depend on,  among other  things,  the  willingness  of financial
institutions to participate in funding automobile  financing  businesses and the
Company's financial condition and results of operations. Moreover, the Company's
growth may be  inhibited,  at least  temporarily,  if the Company is not able to
obtain  additional  funding through these or other facilities or if it is unable
to satisfy the conditions to borrowing under the Credit Facilities.


<PAGE>

         Management believes that the proceeds from the Company's initial public
offering,  the  Senior  Notes,  the Senior  Subordinated  Notes,  the  Warehouse
Facilities  described above,  future earnings,  and periodic  securitization  of
loans should  provide the necessary  capital and  liquidity  for its  operations
during the remainder of fiscal 1998.

         The period during which its existing capital resources will continue to
be  sufficient  will,  however,  be  affected  by the  factors  described  above
affecting  the  Company's  cash  requirements.  A number  of these  factors  are
difficult  to  predict,   particularly  including  the  cash-effect  of  hedging
transactions,  the availability of outside credit enhancement in securitizations
or  other  financing  transactions  and  other  factors  affecting  the net cash
provided  by  securitizations.  Depending  on the  Company's  ongoing  cash  and
liquidity requirements, market conditions and investor interest, the Company may
seek to issue additional debt or equity securities in the near term. The sale of
additional  equity,  including  Class A Common Stock or preferred  stock,  would
dilute the interests of current shareholders.

Other Matters

         Corporate Domicile.  During the second quarter, the commercial domicile
of the funding and  securitization  subsidiaries  will be moved from  Indiana to
Florida.  This physical separation from the Company's Indiana office contributes
to more defined  boundaries  between the  operations of the Company and those of
its subsidiaries. This move will enhance the independence of the subsidiaries as
viewed by creditors and investors with no adverse impact on the daily operations
of the Company.

         An additional  benefit derived from relocating the commercial  domicile
of the subsidiaries may be a reduction in the Company's effective tax rate. This
reduction  should enhance the Company's  earnings and position the Company to be
more comparable with that of its competitors who are domiciled in more favorable
state tax  jurisdictions.  The tax  benefit  of this  change  has not been fully
determined at this point, and hence,  first quarter tax provisions were recorded
at the historical tax rate.

         Dealership.  During the first  quarter the Company  acquired a 6.5 acre
property  near its  Indianapolis  headquarters  for the purpose of expanding its
reconditioning and retail remarketing operations which have outgrown its current
facilities  in  Indianapolis.  The Company is  currently  in the final stages of
negotiation  to obtain a new car  franchise  agreement.  This  strategy is being
employed in efforts to improve the  recovery  rates on  repossessed  vehicles by
offering  them for retail  sale at a  manufacturer-franchised  dealership  which
typically  brings a higher  price than an  independent  lot.  Renovation  of the
facility  is  underway,  and  operations  are  expected to commence in the third
quarter of fiscal 1998.

         The Company has no plans to finance any of the vehicle sales  in-house.
The dealership will operate similarly to other dealerships by utilizing indirect
financing sources available as well as regional banks to fund vehicle purchases.
Management  believes that by improving  recovery rates,  UAC can improve the net
credit loss rate.

         Ongoing  Development.  As a part  of  its  ongoing  development  of its
business plan, the Company is researching the possibilities of engaging in other
finance-related businesses such as leasing, and other non-auto consumer lending.
Additionally, the Company is researching the possibility of expanding its dealer
base to include  nationally-recognized  used  rental car  outlets  which are not
manufacturer-franchised  dealerships.  Based on this  research,  the Company may
expand  its   current   operations   to  include   some  or  all  of  the  above
finance-related  businesses. It is management's philosophy to continually search
for new products and markets to grow and expand the Company in order to maximize
profits and shareholder value.


<PAGE>

Discussion of Forward-Looking Information

         The above discussions  contain  forward-looking  statements made by the
Company regarding its results of operations, cash flow needs and liquidity, loan
acquisition volume, target spreads,  potential credit losses,  servicing income,
and other aspects of its business.  Similar  forward-looking  statements  may be
made by the  Company  from time to time.  Such  forward-looking  statements  are
subject to a number of important factors that cannot be predicted with certainty
and  which  could  cause  such  forward-looking   statements  to  be  materially
inaccurate.   See  the  "Discussion  of   Forward-Looking   Information"   under
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" in the Company's Annual Report on Form 10-K for fiscal 1997 which is
incorporated herein by this reference.



<PAGE>





Part II. Other Information

         Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits- Exhibits Index appears on Page E-1.

         (b)  Reports on Form 8-K

              No  reports on Form 8-K were filed  during the  quarter  ended
              September 30, 1997.

<PAGE>



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.

                                       Union Acceptance Corporation

November 13, 1997                      By:   /s/   John M. Stainbrook
                                            --------------------------------
                                            John M. Stainbrook
                                            President


November 13, 1997                      By:  /s/   Rick A. Brown
                                            --------------------------------
                                            Rick A. Brown
                                            Vice President, Treasurer and 
                                            Chief Financial Officer

<PAGE>


                                 EXHIBIT INDEX

     10.1      Annual Bonus Plan for Management Employees, dated
               July 1, 1997
     
     10.2      Annual Bonus and Deferral Plan for Senior Officers,
               dated July 1, 1997

     27        Financial Data Schedule











                                      E-1