<PAGE>   1
================================================================================

                                  UNITED STATES
                             SECURITIES AND EXCHANGE
                                   COMMISSION
                             WASHINGTON, D.C. 20549


                                   ----------
                                   FORM 10-Q
                                   ----------


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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998

                                       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: 28050

                           ONYX ACCEPTANCE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


<TABLE>
<CAPTION>
                      Delaware                                                       33-0577635
<S>                                                                     <C>
 (State or other jurisdiction of incorporation or organization)        (I.R.S. Employer Identification No.)
</TABLE>


                           ONYX ACCEPTANCE CORPORATION
                       8001 IRVINE CENTER DRIVE, 5TH FLOOR
                                IRVINE, CA. 92618
                                 (949) 790-5400
          (ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)

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

         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.

                              YES [X]    NO [ ]

         As of April 30, 1998, there were 6,027,900 shares of registrant's
Common Stock, par value $.01 per share outstanding.



================================================================================

                                       1

<PAGE>   2


                           ONYX ACCEPTANCE CORPORATION

                     INDEX TO QUARTERLY REPORT ON FORM 10-Q

<TABLE>
<CAPTION>
                                                                                                            Page
<S>                                                                                                        <C>
                          PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements (Unaudited)
           Condensed Consolidated Statements of Financial Condition at
               March 31, 1998  and December 31, 1997....................................................      3
           Condensed Consolidated Statements of Income for the three months
               ended March 31, 1998 and March 31, 1997..................................................      4
           Consolidated Statements of Cash Flows for the three months ended
                March 31, 1998, and March 31, 1997......................................................      5
           Notes to Consolidated Financial Statements...................................................      6
Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations.........      8

                           PART II. OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K..............................................................     16
SIGNATURES..............................................................................................     20
EXHIBIT INDEX...........................................................................................     21
</TABLE>





                                       2


<PAGE>   3

                  ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

            CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION


<TABLE>
<CAPTION>
                                                                                March 31,    December 31,
                                                                                  1998           1997
                                                                               ------------  ------------
                                                                                              (UNAUDITED)
<S>                                                                              <C>           <C>       
                                     ASSETS
Cash & cash equivalents .....................................................  $  4,662,766  $    991,010
Trust receivables ...........................................................    30,401,309    27,628,619
Contracts held for sale (Net of allowance) ..................................    86,451,394    64,342,309
Retained interest on securitized assets .....................................    55,229,633    48,838,815
Other  assets ...............................................................     5,378,025     4,767,490
                                                                               ------------  ------------

           Total assets .....................................................  $182,123,127  $146,568,243
                                                                               ============  ============



                                   LIABILITIES


Accounts payable ............................................................  $  7,638,265  $  8,458,147
Debt ........................................................................   125,427,968    91,508,209
Other liabilities ...........................................................     7,669,076     6,046,395
                                                                               ------------  ------------

          Total liabilities .................................................   140,735,309   106,012,751




                                     EQUITY

Common stock
          Par  value $.01 per share; authorized 15,000,000 shares; 
               issued and outstanding 6,026,563 as of March 31, 1998 
               and issued and outstanding
               6,017,635 as of December 31, 1997 ............................        60,265        60,176
Paid in capital .............................................................    37,814,624    37,810,158
Retained earnings ...........................................................     3,512,929     2,685,158
                                                                               ------------  ------------

           Total equity .....................................................    41,387,818    40,555,492
                                                                               ------------  ------------

           Total liabilities and equity .....................................  $182,123,127  $146,568,243
                                                                               ============  ============
</TABLE>


 See the accompanying notes to the condensed consolidated financial statements.


                                       3


<PAGE>   4

                  ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME


<TABLE>
<CAPTION>
                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                        1998            1997
                                                    -----------      -----------
REVENUES:                                                   (UNAUDITED)
<S>                                                 <C>              <C>        
Finance Revenue ..............................      $ 4,480,550      $ 1,881,992
Interest Expense .............................        2,820,986        1,054,909
                                                    -----------      -----------
Net Finance Revenue ..........................        1,659,564          827,083
Provision for Credit Losses ..................          306,988          293,270
                                                    -----------      -----------
Net Finance Revenue after Provision
 for Credit Losses ...........................        1,352,576          533,813
Gain on Sale of Contracts ....................        8,667,018        3,776,143
Service Fee Income ...........................        1,598,736        2,619,638

EXPENSES:
    Salaries and Benefits ....................        5,941,169        3,417,324
    Depreciation .............................          426,982          201,983
    Occupancy ................................          372,441          324,091
    General and administrative expenses ......        3,462,744        1,937,752
                                                    -----------      -----------
Total Expenses ...............................       10,203,336        5,881,150
                                                    -----------      -----------
Net Income before Taxes ......................        1,414,994        1,048,444
    Income Taxes .............................          587,223          436,000
                                                    -----------      -----------
Net Income after Taxes .......................      $   827,771      $   612,444
                                                    ===========      ===========

Net Income per share - Basic .................      $      0.14      $      0.10
Net Income per share - Diluted ...............      $      0.13      $      0.10

Basic Shares Outstanding .....................        6,024,820        5,962,174
Diluted Shares Outstanding ...................        6,420,551        6,403,911
</TABLE>



 See the accompanying notes to the condensed consolidated financial statements.


                                       4


<PAGE>   5


                  ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                              Three Months Ended March 31,
                                                                           -------------------------------
                                                                               1998               1997
                                                                           -------------     -------------
                                                                                      (unaudited)
<S>                                                                        <C>               <C>           
Net cash used in operating activities .................................    $ (29,236,094)    $ (36,178,828)

INVESTING ACTIVITIES:
     Purchases of property and equipment ..............................         (678,605)         (394,959)
                                                                           -------------     -------------
              Cash used in investing activities .......................         (678,605)         (394,959)

FINANCING ACTIVITIES:
     Proceeds from exercise of options/warrants .......................            4,553            52,974
     Payments on capital lease obligations ............................         (140,589)         (155,884)
     Proceeds from drawdown on excess servicing line of credit ........        2,451,268         8,000,000
     Paydown of commercial paper related to securitization and sale ...     (184,006,000)      (83,500,000)
     Proceeds from issuance of commercial paper (net of other payments)      205,360,997       112,093,298
     Proceeds from subordinated debt ..................................       10,000,000                 0
     Payments in other loans ..........................................          (83,774)          (83,773)
                                                                           -------------     -------------
              Net cash provided by financing activities ...............       33,586,455        36,406,615
                                                                           -------------     -------------
              Increase (decrease) in cash and cash equivalents ........        3,671,756          (167,172)

Cash and cash equivalents at beginning of period ......................          991,010           603,028
                                                                           -------------     -------------
              Cash and cash equivalents at end of period ..............    $   4,662,766     $     435,856
                                                                           =============     =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
     INFORMATION:

Interest paid .........................................................    $   2,826,407     $   1,003,023
Capital lease additions ...............................................    $      86,786     $     383,317
</TABLE>



 See the accompanying notes to the condensed consolidated financial statements.





                                       5


<PAGE>   6

                  ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE 1- BASIS OF PRESENTATION

         The unaudited condensed consolidated financial statements included
herein are unaudited and have been prepared by the Company in accordance with
generally accepted accounting principles for interim financial reporting and
Securities and Exchange Commission regulations. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to the regulations. In the opinion of management, the financial
statements reflect all adjustments (of a normal and recurring nature) which are
necessary to present fairly the financial position, results of operations and
cash flows for the interim periods. Operating results for the three months ended
March 31, 1998 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1998. The condensed consolidated
financial statements should be read in conjunction with the audited financial
statements and footnotes thereto for the year ended December 31, 1997 included
in the Company's 1997 Annual Report on Form 10-K.

NOTE 2 - CONTRACTS HELD FOR SALE

         Contracts held for sale consisted of the following:


<TABLE>
<CAPTION>
                                                March 31,          December 31,
                                                  1998                 1997
                                              ------------         ------------
<S>                                           <C>                  <C>         
Contracts held for sale ..............        $ 94,014,562         $ 71,216,278
Less unearned interest ...............           8,771,578            7,835,794
                                              ------------         ------------

                                                85,242,984           63,380,484
Allowance for credit losses ..........            (426,215)            (316,902)
                                              ------------         ------------

                                                84,816,769           63,063,582
Dealer participation .................           1,634,625            1,278,727
                                              ------------         ------------

Total ................................        $ 86,451,394         $ 64,342,309
                                              ============         ============
</TABLE>


NOTE 3 - RETAINED INTEREST IN SECURITIZED ASSETS

         SFAS 125 requires that following a transfer of financial assets, an
entity is to recognize the assets it controls and the liabilities it has
incurred, and derecognize assets for which control has been surrendered and
liabilities that have been extinguished.

         Retained interest in securitized assets ("RISA") capitalized upon
securitization of contracts represents the present value of the estimated future
earnings to be received by the Company from the excess spread created in
securitization transactions. Excess spread is calculated by taking the
difference between the coupon rate of the contracts sold and the certificate
rate paid to the investors less contractually specified servicing and guarantor
fees and projected credit losses, after giving effect to estimated prepayments.

         Prepayment and credit loss assumptions are utilized to project future
earnings and are based on historical experience. Credit losses are estimated
using cumulative loss frequency and severity estimates by management. All
assumptions are evaluated each quarter and adjusted, if appropriate, to reflect
the actual performance of the contracts.

         Future earnings are discounted at a rate management believes to be
representative of market at the time of securitization. The balance of RISA is
amortized against actual excess spread income earned on a monthly basis over the
expected repayment life of the underlying contracts. RISA is classified in a
manner similar to available for sale securities and as such is marked to market
each quarter. Market value changes are calculated by discounting the remaining
projected excess spread using a current market discount rate. Any changes in the
market value of the RISA is reported as a separate component of shareholders'
equity as an unrealized gain or loss, net of deferred taxes.





                                       6
<PAGE>   7

As of March 31, 1998 the market value of RISA approximated cost. The Company
retains the rights to service all contracts it securitizes.

         The Company is currently using securitization assumptions that are
consistent with its historical performance. These assumptions are an ABS
prepayment speed of 1.75%, loss assumption of 2.0% and a discount rate of 3.50%
over the pass-through rate


         The following table presents the balances and activity for retained
interest on securitized assets:


<TABLE>
<CAPTION>
                                              March 31,             December 31,
                                                1998                    1997
                                            ------------           ------------
<S>                                         <C>                    <C>         
Beginning balance ................          $ 48,838,815           $ 29,632,039
Additions ........................            15,750,000             45,940,000
Amortization .....................            (9,359,182)           (26,733,224)
                                            ------------           ------------

Ending balance ...................          $ 55,229,633           $ 48,838,815
                                            ============           ============
</TABLE>

         In initially valuing the RISA, the Company establishes an off balance
sheet allowance for expected future credit losses. The allowance is based upon
historical experience and management's estimate of future performance regarding
credit losses. The amount is reviewed periodically and adjustments are made if
actual experience or other factors indicate that future performance may differ
from management's prior estimates.

         The following table presents the estimated future undiscounted retained
interest earnings to be received from securitizations. Estimated future
undiscounted RISA earnings are calculated by taking the difference between the
coupon rate of the contracts sold and the certificate rate paid to the
investors, less the contractually specified servicing fee of 1.0% and guarantor
fees, after giving effect to estimated prepayments and assuming no losses. To
arrive at the RISA, this amount is reduced by the off balance sheet allowance
established for potential future losses and by discounting to present value.


<TABLE>
<CAPTION>
                                                                    March 31,      December 31,
                                                                      1998             1997
                                                                  ------------     ------------
<S>                                                               <C>              <C>         
Estimated net undiscounted RISA earnings ....................     $ 91,108,852     $ 78,579,178
Off balance sheet allowance for losses ......................       30,126,686       24,787,037
Discount to present value ...................................        5,752,533        4,953,326
                                                                  ------------     ------------
Retained interest in securitized assets .....................     $ 55,229,633     $ 48,838,815
                                                                  ------------     ------------
Outstanding balance of contracts sold through securitizations     $784,922,131     $693,896,100
                                                                  ============     ============
</TABLE>


         Management believes that the off balance sheet allowance for losses is
currently adequate to absorb potential losses in the sold portfolio.

NOTE 4 - EARNINGS PER SHARE

The following is an illustration of the dilutive effect of the Company's common
stock equivalents on earnings per share ("EPS")


<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                               March 31,
                                                       -------------------------
                                                          1998           1997
                                                       ----------     ----------
<S>                                                    <C>            <C>       
Net Income .......................................     $  827,771     $  612,444
                                                       ==========     ==========

Weighted average shares outstanding ..............      6,024,820      5,962,174
Net effect of dilutive stock options/warrants ....        395,731        441,737
Diluted weighted average shares outstanding ......      6,420,551      6,403,911

Net income per share:

Basic ............................................     $     0.14     $     0.10
                                                       ==========     ==========
Diluted ..........................................     $     0.13     $     0.10
                                                       ==========     ==========
</TABLE>




                                       7
<PAGE>   8



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATION

OVERVIEW

         Onyx Acceptance Corporation (the "Company" or "Registrant") is a
specialized consumer finance company engaged in the purchase, securitization and
servicing of Contracts originated by franchised and select independent
automobile dealerships in 18 states and to a lesser extent the origination of
motor vehicle loans on a direct basis to consumers (collectively the
"Contracts"). The Company focuses its efforts on acquiring Contracts that are
collateralized by late model used and, to a lesser extent, new automobiles, that
are entered into with purchasers whom the Company believes have a favorable
credit profile. Since commencing the purchase of Contracts in February 1994, the
Company has acquired more than $1.4 billion in Contracts from over 3,300
dealerships and has expanded its operations from a single office in Irvine,
California to eleven Auto Finance Centers.

         The Company generates revenues primarily through the purchase,
origination, warehousing, subsequent securitization and ongoing servicing of
Contracts. The Company earns net interest income on Contracts held during the
warehousing period. Upon the securitization and sale of Contracts, the Company
recognizes a gain on sale of Contracts, receives future servicing cash flows and
earns servicing fees from the trusts in the amount of one percent per annum of
the outstanding principal balance of the Contracts securitized.

         The Company experienced significant growth in its purchased volume of
Contracts. Purchased Contract volume increased to $218.2 million for the first
three months of 1998 from $125.7 million for the first three months of 1997,
representing an increase of 73.6%. This growth in acquisition volume is
attributable to the opening of three additional Auto Finance Centers since the
end of the first quarter of 1997 and the continued market penetration within the
Company's existing centers. The Company's servicing portfolio at March 31, 1998
was $884.7 million compared to $478.4 at March 31, 1997, an increase of 84.9%.
Total revenues, including servicing income during the first three months of 1998
were $11.9 million compared to $7.2 million for the same period ended March 31,
1997.

         Net income for the first quarter of 1998 was $827,771 or $0.13 per
diluted share compared to $612,444 or $0.10 per diluted share in the first
quarter of 1997. The increase in earnings and earnings per diluted share
resulted from an increase in Contracts purchased or originated in addition to
the sale of $188.0 million in Contracts during the first quarter of 1998
compared to $90.0 million in the first quarter of 1997. Of the total Contracts
sold during the first quarter of 1998, $173.0 million of the sale was
securitized through a public offering similar in structure to the ten prior
securitizations completed by the Company since 1994, while $15.0 million was
sold on a whole loan basis, with servicing retained.

         The following table illustrates the changes in the Company's Contract
acquisition volume, total revenue, securitization activity and servicing
portfolio during the past five fiscal quarters:


                    SELECTED QUARTERLY FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                           FOR THE QUARTERS ENDED
                                                   --------------------------------------------------------------------
                                                   MARCH 31,      JUNE 30,    SEPTEMBER 30,    DEC. 31,       MARCH 31,
                                                     1997           1997           1997          1997           1998
                                                   --------       --------    -------------    --------       ---------
                                                                                (DOLLARS IN THOUSANDS)
<S>                                                <C>            <C>            <C>            <C>            <C>     
Contracts purchased/originated during period       $125,713       $145,548       $152,334       $182,310       $218,204
Average monthly volume during period .......         41,904         48,516         50,778         60,770         72,735
Gain on sale of Contracts ..................          3,776          4,300          6,938          7,809          8,667
Total revenue (1) ..........................          7,223          8,711          9,551         10,465         11,925
Contracts securitized during period ........         90,000        121,676        149,600        166,000        173,000
Contracts sold during period ...............              0              0              0              0         15,000
Servicing portfolio at period end ..........        478,440        564,922        649,563        757,277        884,692
</TABLE>

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

(1) Total revenue is comprised of net finance revenue, servicing fee income and
gain on sale of contracts



                                       8

<PAGE>   9


RESULTS OF OPERATIONS

QUARTERS ENDED MARCH 31, 1998 AND 1997

         Net Finance Revenue. Net finance revenue increased to $1,659,564 for
the quarter ended March 31, 1998 from $827,083 for the same period in 1997. The
increase is primarily attributable to an increase in the average amount of
Contracts held for sale during the quarter. Average Contracts held for sale were
$128.9 million during the first quarter of 1998, compared to $47.4 million
during the first quarter of 1997.

         Provision for Credit Losses. During the quarter ended March 31, 1998,
the provision for credit losses totaled $306,988 compared to $293,270 for the
same period ended in 1997. Provision for credit losses consists of net credit
losses incurred during the period plus future provision for losses reserved
against the net changes in contracts held for sale during the period. Net credit
losses accounted for $197,700 during the first quarter of 1998 compared to
$151,300 in the first quarter of 1997 due to an increase in the average
contracts held for sale in the period. Future provisions declined to $109,300
from $142,000 as the contracts held for sale increased $21.8 million during the
first quarter of 1998 vs. $28.4 million during the first quarter of 1997.

         Gain on Sale of Contracts. The Company sold $188.0 million of Contracts
during the quarter ended March 31, 1998, resulting in a gain on sale of
Contracts of $8.7 million compared to a securitization of $90.0 million for the
first quarter of 1997 resulting in a gain on sale of $3.8 million. The gain on
the sale of contracts increased to 4.6% vs. 4.0% of the amount of Contracts
securitized and sold, as the net interest rate spread widened to 2.83% from
2.25%.

         Servicing Fee Income. Servicing fee income declined to $1.6 million
during the first quarter of 1998 from $2.6 million during the same period in
1997. Higher contractual service fees due to the growth of the servicing
portfolio were offset by a reduction in the accrual for servicing advances on
delinquent contracts and by an acceleration of the amortization of the RISA.

         Salaries and Benefits Expense. The Company incurred salary and benefit
expenses of $5.9 million during the first quarter of 1998 compared with $3.4
million for the first quarter of 1997, an increase of 73.5%. This increase is
attributable to the incremental staffing requirements from the expansion of
operations and the growth of the servicing portfolio. The number of employees at
the Company increased from 250 at March 31, 1997 to 403 at March 31, 1998

         Other Operating Expenses. Other operating expenses increased by 72% to
$4.3 million for the quarter ended March 31, 1998 from $2.5 million for the same
period ended March 31, 1997. The majority of the increases are due to the growth
of the servicing portfolio, to costs related to collection and customer service
operations and the opening of additional auto finance centers.

         Net Income. The Company posted net income of $827,771 for the quarter
ended March 31, 1998 or $.13 per diluted share compared to $612,444 or $.10 per
diluted share for the same period of 1997. The increase in earnings and earnings
per diluted share resulted from an increase in the purchase and origination of
Contracts and the size of the Company's securitization during the quarter. The
Company securitized and sold $188.0 million in Contracts during the first
quarter of 1998 compared to $90.0 million in the first quarter of 1997. $173.0
million was securitized through a public offering similar in structure to the
ten prior securitizations completed by the Company since 1994, while $15.0
million was sold on a whole loan basis, with servicing retained.





                                       9
<PAGE>   10


ASSET QUALITY

         With the continued expansion of the Company in the eastern United
States and the significant growth in the existing branches, the Company
undertook a project to centralize and improve its servicing and collection
process. The Company believes that a centralized group is efficient, effective
and assures that collection practices and policies are applied consistently
throughout the Company. Management continues to rely on the use of current
technology such as predictive dialers utilizing an automated processing for
contacting delinquent borrowers, including a payment system that allows
electronic payment on delinquent accounts to be applied the same day as the
contact with the borrower. Over the past few quarters, management has focused on
the hiring, training and retention of a centralized collection staff. During the
first quarter of 1998 the Company realized some of the benefits of the
centralization and training of the collection department. At March 31, 1998,
delinquencies for the servicing portfolio represented 1.77% of the amount of
Contracts in the Company's servicing portfolio or $15.63 million as compared to
3.13% at March 31, 1997 or $14.96 million. Loan losses for the servicing
portfolio as a percentage of average serviced loans outstanding increased to
1.84% during the quarter compared to 1.83% for the first quarter of 1997. It is
anticipated that with the reduction in the delinquency rate in 1998 over that
experienced during 1997, the annualized loss rate will improve in 1998 over the
2.03% loss rate for the year ended December 31, 1997.


                  DELINQUENCY EXPERIENCE OF SERVICING PORTFOLIO



<TABLE>
<CAPTION>
                                                     FOR THE QUARTERS ENDED MARCH 31,
                                          --------------------------------------------------------
                                                    1998                            1997
                                          ------------------------        ------------------------
                                           Amount             No.          Amount             No.
                                          --------          ------        --------          ------
                                                           (DOLLARS IN THOUSANDS)
<S>                                       <C>               <C>           <C>               <C>   
Servicing portfolio ...............       $884,692          86,327        $478,440          45,740
Delinquencies(1)(2)
             31-59 days ...........       $  9,194             937        $  9,867             904
             60-89 days ...........       $  2,863             277        $  2,551             242
             90+ days .............       $  3,572             320        $  2,542             214
Total .............................       $ 15,629           1,534        $ 14,960           1,360
Total delinquencies as a percent of
Servicing portfolio ...............           1.77%           1.78%           3.13%           2.97%
</TABLE>


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

(1)  Delinquencies include principal amounts only.

(2)  The period of delinquency is based on the number of days payments are
     contractually past due.




                   LOAN LOSS EXPERIENCE OF SERVICING PORTFOLIO



<TABLE>
<CAPTION>
                                                              FOR THE QUARTERS ENDED
                                                                    MARCH 31,
                                                         ------------------------------
                                                            1998                1997
                                                         -----------        -----------
                                                            (DOLLARS IN THOUSANDS)
<S>                                                      <C>                <C>        
Period end contracts outstanding .................       $   884,692        $   478,440
Average servicing portfolio(1) ...................       $   815,922        $   433,147
Number of gross charge-offs ......................               818                367
Gross charge-offs ................................       $   4,457.6        $   2,309.2
Net charge-offs ..................................       $   3,761.8        $   1,979.7
Annualized net charge-offs as a percent of average
servicing portfolio ..............................              1.84%              1.83%
</TABLE>

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

(1)  Average is based on daily balances.

(2)  Net charge-offs are gross charge-offs minus recoveries of Contracts
     previously charged off.




                                       10
<PAGE>   11


LIQUIDITY AND CAPITAL RESOURCES

     The Company requires substantial cash and capital resources to operate its
business. Its primary uses of cash include: (i) acquisition of Contracts; (ii)
payments of dealer participation; (iii) securitization costs, including cash
held in spread accounts; (iv) settlements of hedging transactions; (v) operating
expenses; and (vi) interest expense. The capital resources available to the
Company include: (i) net interest income during the warehousing period; (ii)
contractual servicing fees; (iii) future servicing cash flows; (iv) settlements
of hedging transactions; (v) sales of Contracts in securitizations; and (vi)
borrowings under its credit facilities. Management believes that the resources
available to the Company provide the needed capital to fund the expansion of the
Company, Contract purchases, and investments in origination and servicing
capabilities.

     Cash used in operating activities was $29.2 million for the quarter ended
March 31, 1998, compared to $36.2 million used in the quarter ended March 31,
1997. Cash used in investing activities was $678,605 for the quarter ended March
31, 1998 compared to $394,959 for the quarter ended March 31, 1997. A reduction
in the use of the Company's capital lease lines contributed to the increase in
investing activities.

     Cash provided by financing activities was $33.6 million for the quarter
ended March 31, 1998, compared to $36.4 million for the quarter ended March 31,
1997. Warehouse facilities and the issuance of subordinated debt contributed to
the cash increase during the quarter ended March 31, 1998. The Company's wholly
owned special purpose subsidiary, Onyx Acceptance Financial Corporation
("OAFC"), is party to a $200 million auto loan warehouse program (the "CP
Facility") with Triple-A One Funding Corporation ("Triple-A"). Triple-A is a
commercial paper asset-backed conduit lender sponsored by MBIA ("MBIA") and is
currently rated A-1/P-1 by Standard & Poor's Ratings Group and Moody's Investor
Services, Inc., respectively (such ratings are not recommendations to invest and
are subject to change). This facility provides funds to purchase Contracts. The
advance rate to OAFC was increased during the first quarter of 1998 from 95% to
98% of adjusted eligible principal balance of each Contract.

     Additionally, the Company has a $30 million collateralized credit facility
with State Street Bank of Boston and BankBoston (the "Revolving Credit
Facility") under which the Company may (subject to borrowing base availability)
borrow for working capital and expenditures for which the Company's $200 million
CP Facility is not otherwise available. Under the term of the Revolving Credit
Facility, the available borrowings are based on the following collateral based
formula: up to the lesser of 65% of the net book value of the Company's RISA and
trust receivables deemed eligible by the lenders or 75% of the value of such
RISA and trust receivables determined by such lenders in accordance with their
collateral valuation model. The Revolving Credit Facility converts from
revolving loans to fully-amortizing two-year term loans on June 30, 1998 or if
earlier, upon the occurrence of certain "credit triggers".

     In the first quarter of 1998, the Company created a new finance subsidiary,
Onyx Acceptance Funding Corporation ("Fundco") through which two new lending
lines have been developed, each with Merrill Lynch Mortgage Capital, Inc. A $100
million line (the "Merrill Line") provides funding for the purchase and
origination of Contracts. It provides an advance rate of approximately 95% of
the principal balance of each the Contracts that are used for collateral. The
interest rate is based on LIBOR and has a term of one year and matures in
February, 1999. A $50 million line (the "Residual Line") is used by the Company
to finance operating requirements. The amount available for borrowing is based
on a collateral based formula of a percentage of the value of excess cash flow
to be received from certain securitizations and a percentage of the amount of
the Merrill Line outstanding on a quarterly basis. The interest rate is based on
LIBOR and the facility has a term of one year and matures in February 1999.

     The Company during the first quarter of 1998, completed a $10.0 million
subordinated debt offering. The term of the debt is for two years ending
February 27, 2000, with an option by the Company to extend the term by three
years during which the loan would fully amortize. The debt bears a fixed
interest rate of 9.5%



                                       11



<PAGE>   12

SECURITIZATIONS AND LOAN SALES.

     In March 1998, the Company consummated a securitization in the amount of
$173.0 million with a pass-through rate of 5.95% and a net interest rate spread
inclusive of all costs of 2.83%, and a whole loan sale of $15.0 million. As a
result of these transactions, the Company realized a gain on securitization and
sale of approximately $8.7 million.

     The Contracts originated and held by the Company during the warehousing
period are all fixed rate and accordingly, the Company has exposure to changes
in interest rates. The Company is able through the use of varying maturities on
advances from the CP Facility to lock in rates during the warehousing period,
when in management's judgment it is appropriate, to mitigate interest rate
exposure. Further the Company employs a hedging strategy which primarily
includes the execution of forward interest rate swaps. These hedges are entered
into by the Company in numbers and amounts, which generally correspond, to the
anticipated principal amount of the related securitization or whole loan sale.
As of May 5, 1998, the Company had in effect an interest rate hedges for $210
million, which mature June 12, 1998, which the Company believes are adequate to
cover its next securitization or loan sale.

FORWARD LOOKING INFORMATION

     The preceding Management's Discussion and Analysis of the Company's
Financial Condition and Results of Operations contain certain "forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995, which can be identified by the use of forward-looking terminology such as
"may, "will," "expect," "anticipate," "estimate," "should" or "continue" or the
negative thereof or other variations thereon or comparable terminology. The
matters set forth in this Form 10-Q constitute cautionary statements identifying
important factors with respect to such forward-looking statements, including
certain risks and uncertainties, that could cause actual results to differ
materially from those in such forward-looking statements.

RISK FACTORS

     Except for the historical information contained herein, the matters
discussed in this Quarterly Report are forward-looking statements which involve
risk and uncertainties, including but not limited to economic, competitive and
governmental factors affecting the Company's operations and other factors
discussed in the Company's filing with the Securities and Exchange Commission.

     Liquidity. The Company requires substantial cash to implement its business
strategy, including cash to: (i) acquire Contracts; (ii) pay dealer
participation; (iii) pay securitization costs and fund spread accounts; (iv)
settle hedge transactions; (v) satisfy working capital requirements and pay
operating expenses; and (vi) pay interest expense. These cash requirements
increase as the Company's volume of purchases or originations of Contracts
increases. A substantial portion of the Company's revenues in any period is
represented by gain on sale of Contracts in such period but the cash underlying
such revenues is received over the life of the Contracts. In addition, cash paid
by the Company for dealer participation is not recovered at the time of
securitizations, but over the life of the Contract. The Company has operated and
expects to continue to operate on a negative cash flow basis as long as the
volume of Contract purchases continues to grow. The Company has historically
funded these negative operating cash flows principally through borrowings from
financial institutions, sales of equity securities and sales of subordinated
notes. No assurance can be given, however, that the Company will have access to
the capital markets in the future for equity or debt issuances or for
securitizations, or that financing through borrowings or other means will be
available on acceptable terms to satisfy the Company's cash requirements to
implement its business strategy. The Company's inability to access the capital
markets or obtain acceptable financing could have a material adverse effect on
the Company's results of operations and financial condition.

     Dependence on Warehouse and Residual Financing. The Company depends on
warehousing facilities with financial institutions to finance the purchase or
origination of Contracts pending securitization. The Company's warehousing
facilities include a $200 million asset-backed commercial paper conduit program
(the "CP Facility"), of which MBIA is the program manager, and a $100 million
Libor based repurchase facility provided by Merrill Lynch Mortgage Capital Inc.
("Merrill Line"). The combined facilities allow the Company to finance up to 98%
of




                                       12

<PAGE>   13

the purchase price of Contracts. The CP Facility expires in September 1998. The
Merrill Line has a term of one year and matures in February 1999. The Company
currently has two revolving credit loans with institutional lenders for working
capital and expenditures for which the Company's warehouse facilities are not
otherwise available. The $30 million Revolving Facility, unless extended,
converts on June 30, 1998 into fully amortizing two-year term loans maturing on
June 29, 2000, and the $50 million Residual Line has a term of one year and
matures in February 1999.

     The Company's business strategy will require continued availability of
financing during the warehousing period. There can be no assurance that such
financing will be available to the Company on favorable terms. The inability of
the Company to arrange new warehousing credit facilities or to extend its
existing credit facilities when they expire would have a material adverse effect
on the Company's results of operations and financial condition.

     The continued availability of the CP Facility is subject to, among other
things, maintenance of a target net yield, and compliance by the Company with
certain financial covenants contained in the sale and servicing agreement
between the Company, as seller, and the Company's wholly owned special purpose
finance subsidiary, OAFC as purchaser. These covenants include a minimum ratio
of tangible net worth to total liabilities plus tangible net worth, minimum
operating cash flow, minimum amount of Contracts serviced by the Company and
minimum cash on hand.

     The continued availability of the Revolving Facility is subject to, among
other things, substantially similar financial covenants to those of the CP
Facility except that leverage is measured as the ratio of net worth plus
subordinated debt to total liabilities plus net worth, and is tested on the last
day of every month. Additionally, the Company is subject under the documentation
governing the Revolving Facility, to minimum net worth and subordinated debt
plus net worth tests, a limitation on quarterly operating losses and covenants
restricting delinquencies, losses, prepayments and net yields of Contracts
included in a Securitization. The continued availability of the Merrill Line and
the Residual Line are subject to certain financial covenants, which are
primarily dependent upon the net worth of the Company.

     Dependence on Securitization Program. The Company relies significantly upon
securitizations to generate cash proceeds for repayment of its credit facilities
and to create availability to purchase additional Contracts. Further, gain on
sale of Contracts generated by the Company's securitizations represents a
significant portion of the Company's revenues. Several factors affect the
Company's ability to complete securitizations of its Contracts, including
conditions in the securities markets generally, conditions in the asset-backed
securities market specifically, the credit quality of the Company's portfolio of
Contracts and the Company's ability to obtain credit enhancement. If the Company
were unable to profitably securitize a sufficient number of its Contracts in a
particular financial reporting period, then the Company's revenues for such
period would decline and could result in lower income or a loss for such period.
In addition, unanticipated delays in closing a securitization could also
increase the Company's interest rate risk by increasing the warehousing period
for its Contracts.

     Dependence on Credit Enhancement. Since inception, through March 31, 1998
each of the Company's securitizations has utilized credit enhancement in the
form of a financial guarantee insurance policy issued by MBIA in order to
achieve "AAA/Aaa" ratings. This form of credit enhancement reduces the costs of
the securitizations relative to alternative forms of credit enhancements
currently available to the Company. MBIA is not required to insure future
securitizations nor is the Company restricted in its ability to obtain credit
enhancement from providers other than MBIA or to use other forms of credit
enhancement. There can be no assurance that the Company will be able to obtain
credit enhancement in any form from MBIA or any other provider of credit
enhancement on acceptable terms or that future securitizations will be similarly
rated. The Company also relies on MBIA's financial guarantee insurance policy to
reduce its borrowing cost under the "A-1/P-1" rated CP Facility. A downgrading
of MBIA's credit rating or MBIA's withdrawal of credit enhancement could result
in higher interest costs for future Company securitizations and financing costs
during the warehousing period. Such events could have a material adverse effect
on the Company's results of operations and financial condition.

     Interest Rate Risk. The Company's profitability is largely determined by
the difference, or "spread," between the effective rate of interest received by
the Company on the Contracts acquired by the Company and the interest rates
payable under its credit facilities during the warehousing period or for
certificates issued in securitizations. Several factors affect the Company's
ability to manage interest rate risk. First, the Contracts are purchased at
fixed interest rates, while amounts borrowed under the Company's credit
facilities bear interest at variable rates that are





                                       13
<PAGE>   14

subject to frequent adjustment to reflect prevailing rates for short-term
borrowings. The Company's policy is to increase the buy rates it posts with
dealerships or to increase rates it uses to solicit to consumers for Contracts
in response to increases in its cost of funds during the warehousing period.
However, there is generally a time lag before such increased borrowing costs can
be offset by increases in the buy rates for Contracts and, in certain instances,
the rates charged by its competitors may limit the Company's ability to pass
through its increased costs of warehousing financing. Second, the spread can be
adversely affected after a Contract is purchased and while it is held during the
warehousing period by increases in the prevailing rates in the commercial paper
markets. The CP Facility permits the Company to select maturities of up to 270
days for commercial paper issued under the CP Facility. Third, the interest rate
demanded by investors in securitizations is a function of prevailing market
rates for comparable transactions and the general interest rate environment.
Because the Contracts purchased by the Company have fixed rates, the Company
bears the risk of spreads narrowing because of interest-rate increases during
the period from the date the Contracts are purchased until the closing of its
securitization of such Contracts. The Company employs a hedging strategy that is
intended to minimize this risk which historically has involved the execution of
forward interest rate swaps or use of a pre-funding structure for its
securitizations. There can be no assurance, however, that this strategy will
consistently or completely offset adverse interest-rate movements during the
warehousing period or that the Company will not sustain losses on hedging
transactions. The Company's hedging strategy requires estimates by management of
monthly Contract acquisition volume and timing of its securitizations. If such
estimates are materially inaccurate, then the Company's gains on sales of
Contracts and results of operations could be adversely affected. In addition, to
the extent that the interest rates charged on Contracts sold in a securitization
with a pre-funding structure decline below the rates prevailing at the time that
the securitization closed the Company has some interest rate exposure to falling
interest rates during the pre- funding period. Such a rate decline would reduce
the interest rate spread because the interest rate on the certificates would
remain fixed. This, in time, would negatively impact the gains on sale of
Contracts and the Company's results of operations.

     Default and Prepayment Risk. The Company's results of operations, financial
condition and liquidity depend, to a material extent, on the performance of
Contracts purchased and warehoused by the Company. A portion of the Contracts
acquired by the Company may default or prepay during the warehousing period. The
Company bears the risk of losses resulting from payment defaults during the
warehousing period. In the event of payment default, the collateral value of the
Financed Vehicle may not cover the outstanding Contract balance and costs of
recovery. The Company maintains an allowance for credit losses on Contracts held
during the warehousing period, which reflects management's estimates of
anticipated credit losses during such period. If the allowance is inadequate,
then the Company would recognize as an expense the losses in excess of such
allowance and results of operations could be adversely affected. In addition,
under the terms of the CP Facility, the Company will not be able to borrow
against defaulted Contracts.

     Prepayment or default of Contracts in the servicing portfolio can also
adversely affect the Company's servicing income. The Company's contractual
servicing revenue is based on a percentage of the outstanding balance of such
Contracts. Thus, if Contracts are prepaid or charged-off, then the Company's
servicing revenue will decline to the extent of such prepaid or charged-off
Contracts.

     The gain on sale of Contracts recognized by the Company in each
securitization and the value of the RISA in each transaction reflects
management's estimate of future credit losses and prepayments for the Contracts
included in that securitization. If actual rates of credit loss or prepayments,
or both, on such Contracts exceeded those estimated, the value of the RISA would
be impaired. The Company periodically reviews its credit loss and prepayment
assumptions relative to the performance of the securitized contracts and to
market conditions. If necessary, the Company would adjust the value of the RISA
by making a charge to servicing fee income. However, the Company's results of
operations and liquidity could be adversely affected if credit loss or
prepayment levels on securitized Contracts substantially exceeded anticipated
levels. Further, any write down of RISA would reduce the amount available to the
Company under the Revolving Facility or Residual Line, thus requiring the
Company to pay down amounts outstanding under the Revolving Facility or Residual
Line or provide additional collateral to cure the borrowing base deficiency.

     Loss of Servicing Rights and Suspension of Future Servicing Cash Flows. The
Company is entitled to receive servicing income only while it acts as servicer
for Contracts during the warehousing period and under the pooling





                                       14
<PAGE>   15

and servicing agreement for securitized Contracts. Any loss of the servicing
rights would have a material adverse effect on the Company's operations and
financial condition.

     The Company's right to act as servicer can be terminated by MBIA on
Contracts funded by the Facility as program manager, upon the occurrence of
certain servicer termination events (as defined in the sale and servicing
agreement). Servicer termination events include material misrepresentations or
material breaches of warranties or covenants by Onyx or OAFC, including the
financial covenants of Onyx contained in the sale and servicing agreement.

     The Company's loss of the servicing rights under the Company's sale and
servicing agreements or the pooling and servicing agreements or the occurrence
of a trigger event that would block release of future servicing cash flows from
the Grantor Trusts' spread accounts would have a material adverse effect on the
Company's results of operations and financial condition.

     Variable Quarterly Earnings. The Company's revenues and losses have
fluctuated in the past and are expected to fluctuate in the future principally
as a result of the timing and size of its securitizations. Several factors
affecting the Company's business can cause significant variations in its
quarterly results of operations. In particular, variations in the volume of the
Company's Contract acquisitions, the interest rate spreads between the Company's
cost of funds and the average interest rate of purchased Contracts, the
effectiveness of the Company's hedging strategies, the certificate rate for
securitizations, and the timing and size of securitizations, can result in
significant increases or decreases in the Company's revenues from quarter to
quarter. Any significant decrease in the Company's quarterly revenues could have
a material adverse effect on the Company's results of operations and its
financial condition.

     Dependence on Key Personnel. The Company's future operating results depend
in significant part upon the continued service of its key senior management
personnel, none of whom is bound by an employment agreement. The Company's
future operating results also depend in part upon its ability to attract and
retain qualified management, technical, and sales and support personnel for its
operations. Competition for such personnel is intense, and there can be no
assurance that the Company will be successful in attracting or retaining such
personnel. The loss of any key employee, the failure of any key employee to
perform in his or her current position or the Company's inability to attract and
retain skilled employees, as needed, could materially adversely affect the
Company's results of operations and financial condition. The Company presently
maintains a key man life insurance policy on John W. Hall in the amount of $3
million.

     Competition. Competition in the field of financing retail motor vehicles
sales is intense. The automobile finance market is highly fragmented and
historically has been serviced by a variety of financial entities including the
captive finance affiliates of major automotive manufacturers, banks, savings
associations, independent finance companies, credit unions and leasing
companies. Several of these competitors have greater financial resources than
the Company and may have a significantly lower cost of funds. Many of these
competitors also have long-standing relationships with automobile dealerships
and offer dealerships or their customers other forms of financing or services
not provided by the Company. Furthermore, during the past two years, a number of
automobile finance companies have completed public offerings of common stock,
the proceeds from which are to be used, at least in part, to fund expansion and
finance increased purchases of Contracts. However, in 1996 and 1997, many of
these auto finance companies experienced significant liquidity and performance
challenges due to the intense competition. The Company's ability to compete
successfully depends largely upon its relationships with dealerships and the
willingness of dealerships to offer those Contracts that meet the Company's
underwriting criteria to the Company for purchase. There can be no assurance
that the Company will be able to continue to compete successfully in the markets
it serves.

     The Effect of Adverse Economic Conditions. The Company is a motor vehicle
consumer auto finance company whose activities are dependent upon the sale of
motor vehicles. The ability of the Company to continue to acquire Contracts in
the markets in which it operates and to expand into additional markets is
dependent upon the overall level of sales of new and used motor vehicles in
those markets. A prolonged downturn in the sale of new and used motor vehicles,
whether nationwide or in the California markets, could have an adverse impact
upon the Company, the results of its operations and its ability to implement its
business strategy.




                                       15
<PAGE>   16

     The automobile industry generally is sensitive to adverse economic
conditions both nationwide and in California. Periods of rising interest rates
reduced economic activity or higher rates of unemployment generally result in a
reduction in the rate of sales of motor vehicles and higher default rates on
motor vehicle loans. There can be no assurance that such economic conditions
will not occur, or that such conditions will not result in such severe
reductions in the Company's revenues or cash flows available to the Company to
permit the Company to remain current on its credit facilities.

     Regulation. The Company's business is subject to numerous federal and state
consumer protection laws and regulations, which, among other things: (i) require
the Company to obtain and maintain certain licenses and qualifications; (ii)
limit the interest rates, fees and other charges the Company is allowed to
charge; (iii) limit or prescribe certain other terms of the Company's Contracts;
(iv) require specific disclosures; and (v) define the Company's rights to
repossess and sell collateral. The Company believes it is in compliance in all
material respects with all such laws and regulations, and that such laws and
regulations have had no material adverse effect on the Company's ability to
operate its business. However, the Company's failure to comply with applicable
laws and regulations changes in existing laws or regulations, or in the
interpretation thereof, or the promulgation of any additional laws or
regulations could have a material adverse effect on the Company's results of
operations and financial condition.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.


(a) Exhibits


<TABLE>
<CAPTION>
EXHIBIT NO.                                              Exhibit Title
----------                                               -------------
<S>              <C>
   *3.1          Omitted.
   *3.2          Omitted.
   *3.3          Omitted.
   *3.4          Certificate of Incorporation of the Company.
   *3.5          Bylaws of the Company.
   *3.6          Omitted.
   *4.1          Omitted.
   +4.2          Rights Agreement dated as of July 8, 1997, between the Company and American Stock Transfer and Trust Company, as
                 Rights Agent (which includes the form of Certificate of Designation for the Series A Participating Preferred
                 Stock and the form of Rights Certificate of the Company.
   *10.1         Form of Indemnification Agreement of the Company, a Delaware corporation.
   *10.2         Second Amended and Restated 1994 Stock Option Plan.
   *10.3         Form of Notice of Grant of Stock Option under Second Amended and Restated 1994 Stock Option Plan.
   *10.4         Form of Stock Option Agreement under Second Amended and Restated 1994 Stock Option Plan.
   *10.5         Form of Stock Purchase Agreement under Second Amended and Restated 1994 Stock Option Plan.
   *10.6         1994 Special Performance Option Grant Plan.
   *10.7         Form of Notice of Grant of Stock Option under 1994 Special Performance Option Grant Plan.
   *10.8         Form of Stock Option Agreement under 1994 Special Performance Option Grant Plan.
   *10.9         Form of Stock Purchase Agreement under 1994 Special Performance Option Grant Plan.
   *10.10        Omitted
   *10.11        Omitted
   *10.12        Omitted
   *10.13        Third Amendment to Amended and Restated Investors' Rights Agreement between and among Onyx Acceptance Corporation
                 and the Investors identified therein dated as of November 27, 1995.
   *10.14        Warrant to purchase Common Stock in favor of ContiTrade Services Corporation from Onyx Acceptance Corporation
                 dated as of February 1, 1994.
   *10.15        First Amendment to Co-Sale and First Refusal Agreement between and among Onyx Acceptance Corporation,
                 ContiFinancial Services Corporation, the Investors and Managers, as defined therein, dated as of February 1,
                 1994.
   *10.16        First Amendment to and Waiver of Certain Provisions of Investors' Rights Agreement between Onyx Acceptance
                 Corporation, ContiFinancial Services Corporation, the Investors and the Management Holders, as defined therein,
                 dated as of February 1, 1994. 
   *10.17        Senior Subordinated Note and Warrant Purchase Agreement between and among Onyx Acceptance Corporation, Capital
                 Resource Lenders II, L.P. and Dominion Fund III, L.P., dated as of November
</TABLE>


                                       16
<PAGE>   17


<TABLE>
<CAPTION>
EXHIBIT NO.                                              Exhibit Title
----------                                               -------------
<S>              <C>
                 17, 1994.
   *10.18        Omitted 
   *10.19        Omitted 
   *10.20        Warrant to purchase Common Stock in favor of Capital Resource Lenders II, L.P. from Onyx Acceptance Corporation
                 dated as of November 17, 1994. 
   *10.21        Warrant to purchase Common Stock in favor of Dominion Fund III, L.P. from Onyx Acceptance Corporation dated as of
                 November 17, 1994. 
   *10.22        Amended and Restated Co-Sale and First Refusal Agreement between and among Onyx Acceptance Corporation and the
                 Shareholders identified therein dated as of November 17, 1994. 
   *10.23        Amended and Restated Investors' Rights Agreement between and among Onyx Acceptance Corporation, the Investors and
                 the Management Holders identified therein dated as of November 17, 1994. 
   *10.24        Amended and Restated Voting Agreement between and among Onyx Acceptance Corporation and the Shareholders
                 identified therein dated as of November 17, 1994.
   *10.25        Omitted 
   *10.26        Omitted 
   *10.27        Omitted 
   *10.28        Omitted 
   *10.29        Omitted 
   *10.30        Sale and Servicing Agreement between Onyx Acceptance Corporation and Onyx Acceptance Financial Corporation dated
                 as of September 8, 1994.
   *10.31        Triple-A One Funding Corporation Credit Agreement between and among Onyx Acceptance Financial Corporation,
                 Triple-A One Funding Corporation, CapMAC Financial Services, Inc. and Capital Markets Assurance Corporation dated
                 as of September 8, 1994. 
   *10.32        Triple-A One Funding Corporation Note in favor of Onyx Acceptance Financial Corporation from Triple-A One Funding
                 Corporation dated as of September 12, 1994. 
   *10.33        Triple-A One Funding Corporation Security Agreement between and among Onyx Acceptance Financial Corporation,
                 Triple-A One Funding Corporation and Capital Markets Assurance Corporation dated as of September 8, 1994. 
   *10.34        Subordinated Security Agreement between Onyx Acceptance Corporation and Onyx Acceptance Financial Corporation
                 dated as of September 8, 1994. 
   *10.35        Insurance and Indemnity Agreement between and among Onyx Acceptance Corporation, Capital Markets Assurance
                 Corporation, Onyx Acceptance Financial Corporation and Triple-A One Funding Corporation dated as of September 8,
                 1994. 
   *10.36        Seller Note in favor of Onyx Acceptance Corporation from Onyx Acceptance Financial Corporation dated September
                 12, 1994. 
   *10.37        Subordinated Note in favor of Onyx Acceptance Corporation from Onyx Acceptance Financial Corporation dated
                 September 12, 1994. 
   *10.38        Omitted. 
   *10.39        Omitted. 
   *10.40        Omitted. 
   *10.42        Omitted. 
   *10.43        Omitted. 
   *10.44        Omitted. 
   *10.45        First Amendment to Amended and Restated Investors' Rights Agreement between and among Onyx Acceptance Corporation
                 and certain Investors identified therein dated as of December 15, 1994. 
   *10.46        Omitted. 
   *10.47        Omitted. 
   *10.48        Omitted. 
   *10.49        Omitted 
   *10.50        Omitted 
   *10.51        Omitted 
   *10.52        Omitted
   *10.53        Omitted 
   *10.54        Omitted. 
   *10.55        Warrant to purchase Series A Preferred Stock in favor of Comdisco, Inc. from Onyx Acceptance Corporation dated as
                 of January 7, 1994. 
</TABLE>


                                       17
<PAGE>   18

<TABLE>
<CAPTION>
EXHIBIT NO.                                              Exhibit Title
----------                                               -------------
<S>              <C>
   *10.56        Warrant to purchase Common Stock in favor of Lighthouse Capital Partners from Onyx Acceptance Corporation dated
                 November 3, 1995. 
   *10.57        Master Lease Agreement between Lighthouse Capital Partners and Onyx Acceptance Corporation dated November 3,
                 1995. 
   *10.58        Second Amendment to Amended and Restated Investors' Rights Agreement between and among Onyx Acceptance
                 Corporation and the Investors identified therein dated as of November 3, 1995. 
   *10.59        Omitted. 
   *10.60        Omitted. 
   *10.61        Option Agreement between Onyx Acceptance Corporation and John W. Hall dated as of December 20, 1994. 
   *10.62        Promissory Note in favor of Onyx Acceptance Corporation from John Hall dated as of December 20, 1994. 
   *10.63        Omitted. 
   *10.64        Omitted 
   *10.65        Omitted 
   *10.66        Stock Purchase Agreement between and among John W. Hall and certain Investors identified therein dated as of June
                 7, 1995. 
   *10.67        Omitted. 
   *10.68        Omitted. 
   *10.69        Omitted. 
   *10.70        Onyx Acceptance Corporation 401(k) Plan dated January 1, 1994. 
   *10.71        Omitted. 
   *10.72        Omitted. 
   *10.73        Omitted. 
   *10.74        Omitted. 
   *10.75        Excess Servicing and Trust Receivable Revolving Credit and Term Loan Agreement among Onyx Acceptance Corporation,
                 State Street Bank and Trust Company and The First National Bank of Boston dated as of January 31, 1996. 
   *10.76        Pledge and Security Agreement by and among Onyx Acceptance Corporation, State Street Bank and Trust Company and
                 The First National Bank of Boston dated as of January 31, 1996. 
   *10.77        Subordination and Intercreditor Agreement by and among State Street Bank and Trust Company, The First National
                 Bank of Boston, Capital Resource Lenders II, L.P., Dominion Fund III and Onyx Acceptance Corporation dated as of
                 January 31, 1996. 
   *10.78        1996-1 Spread Account Trust Agreement between Onyx Acceptance Financial Corporation and Bankers Trust (Delaware)
                 dated as of February 6, 1996. 
   *10.79        1995-1 Spread Account Trust Agreement between Onyx Acceptance Financial Corporation and Bankers Trust (Delaware)
                 dated as of February 6, 1996. 
   *10.80        1995-1 Purchase Agreement between Onyx Acceptance Corporation and Onyx Acceptance Financial Corporation dated as
                 of February 6, 1996. 
   *10.81        1994-1 Spread Account Trust Agreement between Onyx Acceptance Financial Corporation and Bankers Trust (Delaware)
                 dated as of February 6, 1996. 
   *10.82        1994-1 Purchase Agreement between Onyx Acceptance Corporation and Onyx Acceptance Financial Corporation dated as
                 of February 6, 1996. 
   *10.83        Omitted. 
   *10.84        Omitted. 
   *10.85        1996 Stock Option/Stock Issuance Plan.
    10.87        Omitted.
    10.88        Omitted.
    10.89        Omitted.
    10.90        Omitted.
   *10.91        Omitted. 
  **10.92        Form of Pooling and Servicing Agreement between Onyx Acceptance Financial Corporation, Onyx Acceptance
                 Corporation and Bankers Trust Company in connection with 1997-1 Grantor Trust. 
  **10.93        Form of Underwriting Agreement between Onyx Acceptance Financial Corporation and Merrill Lynch, Pierce, Fenner
                 and Smith Incorporated in connection with 1997-1 Grantor Trust. 
   #10.94        Form of Pooling and Servicing Agreement between Onyx Acceptance Financial Corporation, Onyx Acceptance
                 Corporation and Bankers Trust Company in connection with 1997-2 Grantor Trust 
   #10.95        Form of Underwriting Agreement between Onyx Acceptance Financial Corporation and Merrill Lynch, Pierce, Fenner
                 and Smith Incorporated in connection with 1997-2 Grantor Trust. 
</TABLE>


                                       18
<PAGE>   19
<TABLE>
<CAPTION>
EXHIBIT NO.                                              Exhibit Title
----------                                               -------------
<S>              <C>
   ##10.96       Form of Pooling and Servicing Agreement between Onyx Acceptance Financial Corporation, Onyx Acceptance
                 Corporation and Bankers Trust Company in connection with 1997-3 Grantor Trust.
   ##10.97       Form of Underwriting Agreement between Onyx Acceptance Financial Corporation and Merrill Lynch Pierce, Fenner and
                 Smith Incorporation in connection with 1997-3 Grantor Trust. 
   ###10.98      1997-4 Spread Account Trust Agreement between Onyx Acceptance Financial Corporation and Bankers Trust (Delaware)
                 Dated as of December 12, 1997.
   ###10.99      Form of Pooling Servicing Agreement between Onyx Acceptance Corporation, Onyx Acceptance Financial Corporation,
                 and Bankers Trust Company in connection with the 1997-4 Onyx Acceptance Grantor Trust. 
   ###10.100     Form of Underwriting Agreement between Onyx Acceptance Financial Corporation, Onyx Acceptance Corporation and
                 Merrill Lynch & Co. in connection with the 1997-4 Onyx Acceptance Grantor Trust.
   10.101        Term Loan Agreement by and between Bay View Capital Corporation and Onyx Acceptance Corporation Dated February
                 24, 1998. 
   10.102        Master Repurchase Agreement Annex by and between Merrill Lynch Mortgage Capital Inc. and Onyx Acceptance Funding
                 Corporation dated February 4, 1998
   10.103        Master Assignment Agreement by and between Merrill Lynch Mortgage Capital Inc. and Onyx Acceptance Funding
                 Corporation dated February 4, 1998 
   21.1          Subsidiaries of the Registrant.
   27.1          Financial Data Schedule.
</TABLE>



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

         *       Incorporated by reference from the Company's Registration
                 Statement on Form S-1 (Registration No. 333-680).

        **       Incorporated by reference from the Company's Registration
                 Statement on Form S-1 (Registration No. 333-16601).

       ***       Incorporated by reference from the Company's Registration 
                 Statement on Form S-1 (Registration No. 333-22301).

         #       Incorporated by reference from the Company's Registration 
                 Statement on Form S-1 (Registration No. 333-28893).

        ##       Incorporated by reference from the Company's Registration 
                 Statement on Form S-1 (Registration No. 333-33471)

         +       Incorporated by reference from the Company's Current Report
                 on Form 8-K dated July 8, 1997.

       ###       Incorporated by reference from the Company's Registration
                 Statement on Form S-1 (Registration No. 333-40089).

       (b)       Reports on Form 8-K

               Form 8-K dated April 28, 1998. Item 5 providing the Distribution
Date Statement for Distribution Date of April 15, 1998 for the Onyx Acceptance
Grantor Trust 1998-1.



                                       19


<PAGE>   20

                                    SIGNATURE

         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.

                                 ONYX ACCEPTANCE CORPORATION

                                 By: /s/   JOHN W. HALL
                                     -----------------------------------------
                                     John W. Hall
                                     President and Principal Executive Officer
Date:   May 13, 1998

                                 By: /s/   DON P. DUFFY
                                     -----------------------------------------
                                     Don P. Duffy
                                     Executive Vice President and Principal
                                     Financial Officer
Date:    May  13, 1998






                                       20


<PAGE>   21

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit No.                                DESCRIPTION                                            Page
<S>              <C>                                                                             <C> 
  10.101         Term Loan Agreement by and between Bay View Capital Corporation
                 and Onyx Acceptance Corporation Dated February 24, 1998

  10.102         Master Repurchase Agreement Annex by and between Merrill Lynch
                 Mortgage Capital Inc. and Onyx Acceptance Funding Corporation
                 dated February 4, 1998

  10.103         Master Assignment Agreement by and between Merrill Lynch
                 Mortgage Capital Inc. and Onyx Acceptance Funding Corporation
                 dated February 4, 1998

  21.1           Subsidiaries of the Registrant.................................

  27.1           Financial Data Schedule........................................
</TABLE>





                                       21