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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                               AMENDMENT NO. 1 TO
                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended 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 000-21673

                         AUTOBOND ACCEPTANCE CORPORATION

             (Exact name of registrant as specified in its charter)

                   TEXAS                                      75-2487218

        (State or other jurisdiction                       (I.R.S. Employer
      of incorporation or organization)                  Identification No.)

     301 CONGRESS AVENUE, AUSTIN, TEXAS                         78701

  (Address of principal executive offices)                    (Zip Code)

                                 (512) 435-7000

                  Registrant's telephone number, including area code

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 MAY 12, 1998, THERE WERE 6,531,311 SHARES OF THE REGISTRANT'S COMMON
STOCK, NO PAR VALUE, OUTSTANDING.





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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A) EXHIBITS

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<CAPTION>

EXHIBIT NO.                             DESCRIPTION OF EXHIBIT
-----------                             -----------------------
<C>           <S>
3.1 *         Restated Articles of Incorporation of the Company
3.2 *         Amended and restated Bylaws of the Company
3.3 ++        Certificate of Designation  for the Company's 15% Series A Cumulative
              Preferred Stock
4.1 *         Specimen Common Stock Certificate
4.2 xx        Specimen Preferred Stock Certificate
10.1*         Amended and Restated Loan Origination, Sale and Contribution
              Agreement dated as of December 15, 1995 by and between the Company
              and AutoBond Funding Corporation I
10.2*         Security Agreement dated as of May 21, 1996 among AutoBond
              Funding Corporation II, the Company and Norwest Bank Minnesota,
              National Association
10.3*         Credit Agreement and Side Agreement, dated as of May 21, 1996
              among AutoBond

</TABLE>


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<TABLE>
<CAPTION>

EXHIBIT NO.                             DESCRIPTION OF EXHIBIT
-----------                             -----------------------
<C>           <S>

              Funding Corporation II, the Company and Peoples Life Insurance
              Company
10.4 *        Servicing Agreement dated as of May 21, 1996 among AutoBond
              Funding Corporation II, CSC Logic/MSA L.L.P., doing business as
              "Loan Servicing Enterprise", the Company and Norwest Bank
              Minnesota, National Association
10.5 *        Loan Acquisition Sale and Contribution Agreement dated as of May
              21, 1996 by and between the Company and AutoBond Funding
              Corporation II
10.6 *        Second Amended and Restated  Secured  Revolving  Credit Agreement dated as
              of July 31, 1995 between Sentry Financial Corporation and the Company
10.7 *        Management Administration and Services Agreement dated as of
              January 1, 1996 between the Company and AutoBond, Inc.
10.8 *        Employment  Agreement  dated November 15, 1995 between Adrian Katz and the
              Company
10.9 *        Employment  Agreement  effective  as of May 1,  1996  between  William  O.
              Winsauer and the Company
10.10 *       Vender's  Comprehensive Single Interest Insurance Policy and Endorsements,
              issued by Interstate Fire & Casualty Company
10.11 *       Warrant to Purchase Common Stock of the Company dated March 12, 1996
10.12 *       Employee Stock Option Plan
10.13 *       Dealer Agreement dated November 9, 1994, between the Company and
              Charlie Thomas Ford, Inc.
10.14 *       Automobile Loan Sale Agreement,  dated as of September 30, 1996, among the
              Company,  First Fidelity Acceptance Corp., and Greenwich Capital Financial
              Products, Inc.
10.15 +       Servicing Agreement, dated as of January 29, 1997, between CSC
              LOGIC/MSA L.P.P., doing business as "Loan Servicing Enterprise"
              and the Company
10.16 +       Credit Agreement, dated as of February 1, 1997, among AutoBond
              Funding Corporation II, the Company and Daiwa Finance Corporation
10.17 +       Security Agreement, dated as of February 1, 1997, by and among
              AutoBond Funding Corporation II, the Company and Norwest Bank
              Minnesota, National Association
10.18 +       Automobile Loan Sale Agreement, dated as of March 19, 1997, by
              and between Credit Suisse First Boston Mortgage Capital L.L.C., a
              Delaware limited liability company, and the Company
10.19 x       Automobile Loan Sale Agreement, dated as of March 26, 1997, by
              and between Credit Suisse First Boston Mortgage Capital L.L.C., a
              Delaware limited liability company, and the Company
10.20 **      Credit Agreement, dated as of June 30, 1997, by and among
              AutoBond Master Funding Corporation, the Company and Daiwa Finance
              Corporation
10.21 **      Amended and Restated Trust Indenture, dated as of June 30,
              1997, among AutoBond Master Funding Corporation, AutoBond
              Acceptance Corporation and Norwest Bank Minnesota, National
              Association.
10.22 **      Securities Purchase Agreement, dated as of June 30, 1997, by and
              among the Company, Lion Capital Partners, L.P. and Infinity
              Emerging Opportunities Limited.
10.23 xx      Credit Agreement, dated as of December 31, 1997, by and among
              AutoBond Master Funding Corporation II, the Company and Credit
              Suisse First Boston Mortgage Capital L.L.C.
10.24 xx      Trust Indenture, dated as of December 31, 1997, among AutoBond
              Master Funding Corporation II, the Company and Manufacturers and
              Traders Trust Company
10.25 xx      Receivables Purchase Agreement, dated as of December 31, 1997,
              between Credit Suisse First Boston Mortgage Capital L.L.C. and
              the Company
10.26 xx      Servicing Agreement, dated as of December 31, 1997, among the
              Company, AutoBond Master Funding Corporation II and Manufacturers
              and Traders Trust Company
10.27 xx      Indenture and Note, dated January 30, 1998, between the Company
              and Bank Boston, N.A.
10.28 xx      Warrant, dated January 30, 1998, issued to BancBoston
              Investments, Inc.
10.29 xx      Purchase Agreement, dated January 30, 1998, between the Company
              and BancBoston Investments, Inc.
10.30 ++      Warrant, dated February 2, 1998, issued to Dresner Investments
              Services, Inc.



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<TABLE>
<CAPTION>

EXHIBIT NO.                             DESCRIPTION OF EXHIBIT
-----------                             -----------------------
<C>           <S>
10.31 ++      Warrant Agreement and Warrant, dated February 20, 1998, issued to
              Tejas Securities Group, Inc.
10.32 xx      Consulting and Employment Agreement, dated as of January 1, 1998
              between Manuel A. Gonzalez and the Company
10.33 xx      Severance Agreement, dated as of February 1, 1998 between Manuel
              A. Gonzalez and the Company
10.34         1998 Stock Option Plan (previously filed)
10.35         Third Amendment to the Secured Revolving Credit Agreement dated
              May 5, 1998 between Sentry Financial Corporation and the Company
10.36         Warrant, dated March 31, 1998, issued to Infinity Investors Limited
              (previously filed) 
21.1 **       Subsidiaries of the Company
21.2 xx       Additional Subsidiaries of the Company
27.1          Financial Data Schedule (previously filed)
99.0          Letter of Coopers & Lybrand, L.L.P.
</TABLE>

* Incorporated by reference from the Company's Registration Statement on Form
S-1 (Registration No. 333-05359).

+ Incorporated by reference to the Company's 1996 annual report on Form 10-K for
the year ended December 31, 1996.

x Incorporated by reference to the Company's quarterly report on Form 10-Q for
the quarter ended March 31, 1997.

** Incorporated by reference to the Company's quarterly report on Form 10-Q for
the quarter ended June 30, 1997.

++ Incorporated by reference to the Company's 1997 annual report on Form 10-K
for the year ended December 31, 1997.

xx Incorporated by reference to the Company's Registration Statement on Form S-1
(Registration No. 333-41257)

(B) Reports on Form 8-K

        No reports on Form 8-K were filed by the Company during the quarter
ended March 31, 1998.



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                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized on May 22, 1998.

                                      AUTOBOND ACCEPTANCE CORPORATION


                                      BY:  /S/ WILLIAM O. WINSAUER
                                         _______________________________________
                                      WILLIAM O. WINSAUER, CHAIRMAN OF THE BOARD
                                                     AND CHIEF EXECUTIVE OFFICER


                                      BY:  /S/ ADRIAN KATZ
                                         _______________________________________
                                         ADRIAN KATZ, VICE CHAIRMAN OF THE
                                              BOARD, CHIEF OPERATING OFFICER AND
                                                         CHIEF FINANCIAL OFFICER





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