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:       333-33471

                    Onyx Acceptance Grantor Trust 1997-3
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                     (Issuer with respect to Certificates)

                    Onyx Acceptance Financial Corporation
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                  Exact name of registrant as specified in its charter)
Delaware                                          33-0639768
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(State or other jurisdiction                   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 preced
ing 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 1997-3 (the "Trust") as of September 12, 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 $149,600,000.  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 September 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  $149,600,000
(hereinafter  referred to as the "Contracts"),  the proceeds thereof and certain
other assets of the Trust. The Servicer  services the Contracts  pursuant to the
Agreement and is compensated for acting as the Servicer.  In order to facilitate
its servicing functions and minimize  administrative burden and expenses,  Onyx,
as servicer,  retains  title to the  Financed  Vehicles  but the  Contracts  and
certain documents related thereto are delivered to the Trustee.

Item 2.           Properties.
                  The property of the Trust includes the Contracts  purchased by
Onyx pursuant to the dealer agreements,  from automobile  dealerships with which
Onyx has relationships and , in general, all payments due under the Contracts on
or after September 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, (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............................... $133,567,163               11896
         Delinquencies 30-59 days(2)(3)...........   $  2,143,357                 179      1.60
         Delinquencies 60 and over(2)(3).....        $   1,196,000                127      1.05
                           (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 1997-3  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 October 21, 1997.  Item 5 providing
the Distribution Date Statement forDistribution 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 1997-3
(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>


Original Pool Balance as of September 12, 1997..................................$149,600,000.
Pool Balance Factor as of September 12, 1997...............................................1.00.
Pool Balance as of December 31, 1997............................................$133,567,163.
Pool Balance Factor as of December 31, 1997................................................0.8928

</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
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DonP. Duffy
Chief Financial Officer

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