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

                                         FORM 10-K
(Mark One)
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
 OF 1934 (Fee Required)
                           1997
For the fiscal year ended_________________
                                       or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT    OF    1934(No    fee    Required)    For    the     transition     period
from_______________________ to_______________________
Commission File Number:       333-28893

                            Onyx Acceptance Grantor Trust 1997-2
 -----------------------------------------------------------------------------
                            (Issuer with respect to Certificates)

                             Onyx Acceptance Financial Corporation
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                  Exact name of registrant as specified in its charter)
Delaware                                           33-0639768
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(State or other jurisdiction                   I.R.S. Employer I.D.
of incorporation or organization)
8001 Irvine Center Drive, 5th Floor, Irvine, CA.                          92618
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(Address of principal executive offices)                                Zip Code
                                            714-753-1191
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                      (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
         Title of each class         Name of each exchange on which registered
 .....................None.                          None.      ................
 ..........................................................................
 .....................................................................
              Securities registered pursuant to Section 12(g) of the Act

 .................................None.....
                            (Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
 by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
 to file such reports), and (2) has been subject to such filing requirements for
 the past 90 days.
[x ]Yes  [ ] No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (229.405 of this chapter) is not contained  herein,  and will
not be contained,  to the best of registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K [ ]

State the aggregate market value of the voting stock held by  non-affiliates  of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold,  or the average bid and asked  prices of such
stock, as of a specified date within 60 days prior to the date of filing.
(See definition of affiliate in Rule 405).  None


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

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




                                     PART I
Item 1.  Business.
                  Onyx Acceptance Financial  Corporation  ("Finco")  established
the Onyx  Acceptance  Grantor  Trust  1997-2  (the  "Trust") as of June 19, 1997
pursuant to a Pooling and Servicing Agreement (the "Agreement") among the Finco,
Onyx  Acceptance  Corporation,  as Servicer  (the"Servicer")  and Bankers  Trust
Company of New York as Trustee  (the"Trustee").  Pursuant to the Agreement,  the
Trust issued Auto Loan Pass-Through Certificates in the initial principal amount
of $121,676,091.  The property of the Trust includes, among other things, a pool
of motor vehicle retail installment sales contracts (the  "Contracts"),  secured
by new and used automobiles financed thereby, certain monies due thereunder from
and after June 1, 1997 (the"Cut-Off Date") in the vehicles financed  thereby(the
"Financed  Vehicles")  and certain other  property in exchange for  certificates
representing  fractional  undivided interests in the Trust (the  "Certificates")
which were sold to the public in an underwritten  offering.  Simultaneously with
the issuance of the Certificates, Finco sold and assigned to the Trustee for the
Trust without  recourse,  all of Finco's interest in Contracts with an Aggregate
Scheduled Balance as of the Cutoff Date of $121,676,091 (hereinafter referred to
as the "Contracts"), the proceeds thereof and certain other assets of the Trust.
The Servicer services the Contracts pursuant to the Agreement and is compensated
for acting as the Servicer.  In order to facilitate its servicing  functions and
minimize administrative burden and expenses, Onyx, as servicer, retains title to
the Financed  Vehicles but the Contracts and certain  documents  related thereto
are delivered to the Trustee.

Item 2.           Properties.
                  The property of the Trust includes the Contracts  purchased by
Onyx pursuant to the dealer agreements,  from California automobile  dealerships
with which Onyx has relationships  and , in general,  all payments due under the
Contracts on or after June 1,1997.  Immediately upon acquisition,  the Contracts
were sold by Onyx to Finco  pursuant  to a Sale and  Servicing  Agreement  dated
September 8, 1994 (the  "Purchase  Agreement").  The Contracts were then sold by
Finco to the Trust  pursuant to the  Agreement.  The  property of the Trust also
includes (i) certain  documents  relating to the Contracts,  (ii) certain monies
due under the Contracts on and after the Cut-Off Date (iii)  security  interests
in the  Financed  Vehicles  and the right to  receive  proceeds  from  claims on
certain insurance  policies covering the Financed Vehicles or the obligors under
each  related  Contract  and the  right  to  proceeds  under a  certain  blanket
insurance  policy  maintained  by  Onyx,  (iv) all  amounts  on  deposit  in the
collection account including all eligible  investments credited thereto, (v) the
benefits  of an  irrevocable  principle/interest  surety  bond issued by Capital
Markets  Assurance  Corporation,  (vi) the  rights  of  Finco  to cause  Onyx to
repurchase certain contracts under certain circumstances, and (vii) all proceeds
of the foregoing.

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


As of December 31, 1997 the pool consisted of the following  number of Contracts
with the following delinquency characteristics:

                Delinquency Experience of Contracts as of December 31, 1997
                             (Dollars in Thousands)
<TABLE>
<CAPTION>
         <S>                                        <C>                       <C>         <C>

                                                     Dollars                  No.         %(1)
         Outstandings...............................$97,581,535               9072
         Delinquencies 30-59 days(2)(3)...........  $ 1,530,041                146         1.57
         Delinquencies 60 and over(2)(3).....       $ 2,054,409                170         2.11
                           (1)      As a percent of amount of contracts outstanding
                           (2)      Delinquencies include principal amounts only
                           (3)      The period of delinquency is based on the number of days
                       payments are contractually past due
</TABLE>

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

Item 3.           Legal Proceedings
                  None

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

                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Securityholders
 Matters.   There  are eight securityholders of record (DTC) as of
 March 1998.  There is no established public trading market for the securities.

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

                                     Part IV

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

                  (a) 2 Exhibits
<TABLE>
<CAPTION>
         <S>                                <C>                                 <C>

         Designation                        Description                         Method of Filing

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

                  (b)  Reports on Form 8-K

                           Reports  on Form 8-K were filed on behalf of the Onyx
 Acceptance  Grantor Trust 1997-2  beginning in the month following  creation of
the Trust.  Below listed is the date of each filing,  the items reported and any
financial statements filed.

                           Form 8-K dated July 28, 1997.  Item 5 providing the
Distribution Date Statement for Distribution Date of July 15, 1997. No financial
statements.

                           Form 8-K dated August 28, 1997.  Item 5 providing the
Distribution Date Statement for Distribution Date of August 15, 1997.
                           Form 8-K dated September 29, 1997.  Item 5 providing
the Distribution Date Statement for Distribution Date of September 15, 1997.
No financial statements.

                           Form 8-K dated October 21, 1997.  Item 5 providing
the Distribution Date Statement for Distribution Date of October 15, 1997. No
financial statements.

                           Form 8-K dated November 26, 1997.  Item 5 providing
the Distribution Date Statement for Distribution Date of November 15, 1997.  No
financial statements.

                           Form 8-K dated December 26, 1997.  Item 5 providing
the Distribution Date Statement for Distribution Date of December 15, 1997.









                                       SIGNATURES

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

Onyx Acceptance Grantor Trust 1997-2
(Issuer with respect to Certificates)

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

         REGAN E. KELLY                                       March 30, 1998
---------------------------------------------        -------------------------
By:      Regan E. Kelly                                    Date
         Director and Executive Vice President
         Onyx Acceptance Financial Corporation





                                  Exhibit 19.1

                  Selected Information Related to the Contracts

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

Original Pool Balance as of June 12, 1997....................................................$121,676,091.
Pool Balance Factor as of June 12, 1997................................................................1.00.
Pool Balance as of December 31, 1997.........................................................$97,581,535
Pool Balance Factor as of December 31, 1997................................................      ..... 0.8019

</TABLE>


                                  Exhibit 20.1

                   Report of Accountant Relative to Servicing
                         REPORT OF INDEPENDENT ACCOUNTANTS


The Board of Directors
Onyx Acceptance Corporation


We have examined  management's  assertion  that,  as of December 31, 1997,  Onyx
Acceptance  Corporation maintained effective internal control over the servicing
of motor vehicle  installment  sale  contracts for the Onyx  Acceptance  Grantor
Trust 1994-1,  Onyx Acceptance  Grantor Trust 1995-1,  Onyx  Acceptance  Grantor
Trust 1996-1,  Onyx Acceptance  Grantor Trust 1996-2,  Onyx  Acceptance  Grantor
Trust 1996-3,  Onyx Acceptance  Grantor Trust 1996-4,  Onyx  Acceptance  Grantor
Trust 1997-1,  Onyx Acceptance  Grantor Trust 1997-2,  Onyx  Acceptance  Grantor
Trust 1997-3 and Onyx Acceptance Grantor Trust 1997-4.

Our  examination  was  made in  accordance  with  standards  established  by the
American  Institute of Certified Public Accountants and,  accordingly,  included
obtaining  an  understanding  of the internal  control  over the loan  servicing
process,  testing and evaluating the design and operating  effectiveness  of the
internal  control,  and such other procedures as we considered  necessary in the
circumstances.  We believe that our examination  provides a reasonable basis for
our opinion.

Because  of  inherent   limitations   in  any   internal   control,   errors  or
irregularities  may  occur  and  not  be  detected.  Also,  projections  of  any
evaluation  of the internal  control over the loan  servicing  process to future
periods are subject to the risk that the internal control may become  inadequate
because of  changes in  conditions,  or that the degree of  compliance  with the
policies and procedures may deteriorate.

In  our  opinion,   management's  assertion  that  Onyx  Acceptance  Corporation
maintained  effective  internal  control  over the  servicing  of motor  vehicle
installment  sale  contracts for Onyx  Acceptance  Grantor  Trust  1994-1,  Onyx
Acceptance  Grantor Trust 1995-1,  Onyx  Acceptance  Grantor Trust 1996-1,  Onyx
Acceptance  Grantor Trust 1996-2,  Onyx  Acceptance  Grantor Trust 1996-3,  Onyx
Acceptance  Grantor Trust 1996-4,  Onyx  Acceptance  Grantor Trust 1997-1,  Onyx
Acceptance  Grantor Trust 1997-2,  Onyx Acceptance Grantor Trust 1997-3 and Onyx
Acceptance  Grantor Trust 1997-4 as of December 31, 1997, is fairly  stated,  in
all material  respects,  based upon  criteria  established  by the  Committee of
Sponsoring  Organizations  of the  Treadway  Commission  (COSO) as  described in
Internal Control--Integrated Framework.


COOPERS & LYBRAND L.L.P.

Newport Beach, California
March 20, 1998


March 20, 1998


Coopers & Lybrand L.L.P.
4675 MacArthur Court, Suite 1600
Newport Beach, California 92660

Ladies and Gentlemen:

                    Assertion by Onyx Acceptance Corporation

Onyx  Acceptance   Corporation  services  the  motor  vehicle  installment  sale
contracts for the Onyx Acceptance Grantor Trust 1994-1,  Onyx Acceptance Grantor
Trust 1995-1,  Onyx Acceptance  Grantor Trust 1996-1,  Onyx  Acceptance  Grantor
Trust 1996-2,  Onyx Acceptance  Grantor Trust 1996-3,  Onyx  Acceptance  Grantor
Trust 1996-4,  Onyx Acceptance  Grantor Trust 1997-1,  Onyx  Acceptance  Grantor
Trust 1997-2,  Onyx Acceptance Grantor Trust 1997-3, and Onyx Acceptance Grantor
Trust 1997-4. Onyx Acceptance  Corporation maintained effective internal control
over the loan  servicing for the Onyx  Acceptance  Grantor  Trust  1994-1,  Onyx
Acceptance  Grantor Trust 1995-1,  Onyx  Acceptance  Grantor Trust 1996-1,  Onyx
Acceptance  Grantor Trust 1996-2,  Onyx  Acceptance  Grantor Trust 1996-3,  Onyx
Acceptance  Grantor Trust 1996-4,  Onyx  Acceptance  Grantor Trust 1997-1,  Onyx
Acceptance Grantor Trust 1997-2,  Onyx Acceptance Grantor Trust 1997-3, and Onyx
Acceptance  Grantor  Trust 1997-4 as of December 31, 1997,  based upon  criteria
established  by the  Committee  of  Sponsoring  Organizations  of  the  Treadway
Commission (COSO) as described in Internal Control -- Integrated Framework.

JOHN W. HALL
-----------------------
John W. Hall
Chief Executive Officer

DON P. DUFFY
-----------------------
DonP. Duffy
Chief Financial Officer

CHARLIE ADAMS
-----------------------
Charlie Adams
Director of Technology