<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1996
                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                           ONYX ACCEPTANCE CORPORATION
             (Exact name of Registrant as specified in its charter)

             DELAWARE                                       33-0577635
   (State or other jurisdiction                          (I.R.S. Employer
  of incorporation or organization)                   Identification Number)

                            8001 IRVINE CENTER DRIVE
                                   FIFTH FLOOR
                            IRVINE, CALIFORNIA 92718
               (Address of principal executive offices) (zip code)


        ONYX ACCEPTANCE CORPORATION 1996 STOCK OPTION/STOCK ISSUANCE PLAN
                            (Full title of the plan)


                                  JOHN W. HALL
                      PRESIDENT AND CHIEF OPERATING OFFICER
                           ONYX ACCEPTANCE CORPORATION
                                   FIFTH FLOOR
                            IRVINE, CALIFORNIA 92718
                                 (714) 450-5500
(Name, address and telephone number, including area code, of agent for service)



<TABLE>
                         CALCULATION OF REGISTRATION FEE
==================================================================================================================================
<CAPTION>
                                                                                             Proposed
                                                                    Proposed maximum          maximum
                                                  Amount to be       offering price          aggregate                Amount of
    Title of securities to be registered          registered(1)       per share(2)        offering price          registration fee
    ------------------------------------          -------------      --------------       --------------          ----------------
<S>                                               <C>                <C>                  <C>                     <C>
Options to purchase Common Stock                      1,133,304             N/A                     N/A                  N/A

Common Stock, $0.01 par value                         1,133,304          $13.82             $15,662,261               $5,401
==================================================================================================================================
</TABLE>

(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the 1996 Stock Option/Stock
         Issuance Plan by reason of any stock dividend, stock split,
         recapitalization or any other similar transaction without receipt of
         consideration which results in an increase in the number of outstanding
         shares of Common Stock of Onyx Acceptance Corporation.

(2)      Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended, on the basis of the average of
         the high and low selling prices per share of Common Stock of Onyx
         Acceptance Corporation on August 28, 1996 as reported by the Nasdaq
         National Market.
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  Onyx Acceptance Corporation, a Delaware corporation (the
"Registrant"), hereby incorporates by reference into this Registration Statement
the following documents, (a) through (c) of which were previously filed with the
Securities and Exchange Commission (the "Commission"):

         (a)      The Registrant's prospectus filed with the Commission pursuant
                  to Rule 424(b) under the Securities Act of 1933, as amended
                  (the "1933 Act"), in connection with the Registration
                  Statement No. 333-00680 on Form S-1, filed with the
                  Commission on March 25, 1996, together with amendments
                  thereto, in which there is set forth audited financial
                  statements for the Registrant's fiscal year ended
                  December 31, 1995;

         (b)      The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                  quarters ended March 31, 1996 and June 30, 1996, filed with
                  the Commission on May 14, 1996 and August 14, 1996,
                  respectively; and

         (c)      The Registrant's Registration Statement No. 028050 on Form
                  8-A filed with the Commission on March 6, 1996 pursuant to
                  Section 12 of the Securities Exchange Act of 1934, as amended
                  (the "1934 Act"), in which there is described the terms,
                  rights and provisions applicable to the Registrant's
                  outstanding Common Stock.

                  All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Under Section 145 of the Delaware General Corporation Law, the
Registrant can indemnify its directors and officers against liabilities they may
incur in such capacities, including liabilities under the 1933 Act. The
Registrant's Bylaws provide that the Registrant will indemnify its directors and
officers to the fullest extent permitted by law and require the Registrant to
advance litigation expenses upon receipt by the Registrant

                                      II-1
<PAGE>   3
of an undertaking by the director or officer to repay such advances if it is
ultimately determined that the director or officer is not entitled to
indemnification. The Bylaws further provide that rights conferred under such
Bylaws do not exclude any other right such persons may have or acquire under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

                  The Registrant's Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for monetary damages
for breach of the directors fiduciary duty of care to the Registrant and its
stockholders. This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant or its
stockholders, for acts or omissions not in good faith or involving intentional
misconduct or knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.

                  The Registrant has entered into agreements to indemnify its
directors in addition to the indemnification provided for in the Certificate of
Incorporation and Bylaws. These agreements will, among other things, indemnify
each of the Registrant's directors for certain expenses (including attorneys'
fees), judgments, fines and settlement amounts incurred by such person in any
action or proceeding, including any action by or in the right of the Registrant,
on account of services by such person as a director or officer of the
Registrant, or as a director or officer of any other company or enterprise to
which the person provides services at the request of the Registrant.

                  The above discussion of the Registrant's Bylaws, Certificate
of Incorporation and indemnification agreements and of the Delaware Law is not
intended to be exhaustive and is respectively qualified in its entirety by such
Bylaws, Certificate of Incorporation, indemnification agreements and statutes.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

ITEM 8.  EXHIBITS

Exhibit Number    Exhibit
- --------------    -------

         4        Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration Statement No. 028050 on Form
                  8-A which is incorporated herein by reference pursuant to Item
                  3(c).

         5        Opinion and consent of Brobeck, Phleger & Harrison LLP.

         23.1     Consent of Independent Auditors - Coopers & Lybrand L.L.P.

         23.2     Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.

         24       Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement.

         99.1     Onyx Acceptance Corporation 1996 Stock Option/Stock Issuance
                  Plan.

         99.2     Form of Stock Option Agreement.

         99.3     Form of Notice of Grant.

         99.4     Addendum to Stock Option Agreement (Limited Stock Appreciation
                  Rights).

         99.5     Addendum to Stock Option Agreement (Involuntary Termination).

         99.6     Addendum to Stock Option Agreement (Special Tax Election).

         99.7     Notice of Automatic Grant (Initial).

         99.8     Notice of Automatic Grant (Annual).

         99.9     Automatic Stock Option Agreement.

         99.10    Stock Issuance Agreement.

         99.11    Addendum to Stock Issuance Agreement (Involuntary
                  Termination).

         99.12    Addendum to Stock Issuance Agreement (Special Tax Election).



                                      II-2
<PAGE>   4
ITEM 9.  UNDERTAKINGS

         A.       The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold upon the termination of the
Registrant's 1996 Stock Option/Stock Issuance Plan.

         B.       The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         C.       Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnity provisions summarized in Item 6 above or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3
<PAGE>   5
                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irvine, State of California, on September 4,
1996.

                          ONYX ACCEPTANCE CORPORATION


                          By:      /s/ JOHN W. HALL
                                   -------------------------------------------
                                   John W. Hall, President and Chief Operating
                                   Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

                  That the undersigned officers and directors of Onyx Acceptance
Corporation, a Delaware corporation, do hereby constitute and appoint John W.
Hall and Don P. Duffy, and each of them, the lawful attorneys-in-fact and
agents, with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and any one of
them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement and to any and all instruments or documents filed as part
of or in conjunction with this Registration Statement or to amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                                        TITLE                                                  DATE
- ---------                                        -----                                                  ----
<S>                                              <C>                                              <C>


/s/ JOHN W. HALL                                 President, Chief Operating Officer               September 4, 1996
- --------------------------------------------     and Director (Principal Executive Officer)
John W. Hall                                     


/s/ BRUCE R. HALLETT                             Secretary and Director                           September 4, 1996
- --------------------------------------------
Bruce R. Hallett


/s/ DON P. DUFFY                                 Chief Financial Officer and Executive            September 4, 1996
- --------------------------------------------     Vice President (Principal Financial
Don P. Duffy                                     and Accounting Officer)
</TABLE>

                                      II-4
<PAGE>   6
<TABLE>
<CAPTION>
SIGNATURE                                        TITLE                                                  DATE
- ---------                                        -----                                                  ----
<S>                                              <C>                                              <C>

/s/ THOMAS C. STICKEL                            Chairman                                         September 4, 1996
- --------------------------------------------
Thomas C. Stickel


/s/ ROBERT A. HOFF                               Director                                         September 4, 1996
- --------------------------------------------
Robert A. Hoff


/s/ G. BRADFORD JONES                            Director                                         September 4, 1996
- --------------------------------------------
G. Bradford Jones
</TABLE>



                                      II-5
<PAGE>   7
                                  EXHIBIT INDEX


Exhibit
Number        Exhibit
- -------       -------

5             Opinion and consent of Brobeck, Phleger & Harrison LLP.

23.1          Consent of Independent Auditors - Coopers & Lybrand L.L.P.

23.2          Consent of Brobeck, Phleger & Harrison LLP is contained in 
              Exhibit 5.

24            Power of Attorney.  Reference is made to page II-4 of this 
              Registration Statement.

99.1          Onyx Acceptance Corporation 1996 Stock Option/Stock Issuance Plan.

99.2          Form of Stock Option Agreement.

99.3          Form of Notice of Grant.

99.4          Addendum to Stock Option Agreement (Limited Stock Appreciation 
              Rights).

99.5          Addendum to Stock Option Agreement (Involuntary Termination).

99.6          Addendum to Stock Option Agreement (Special Tax Election).

99.7          Notice of Automatic Grant (Initial).

99.8          Notice of Automatic Grant (Annual).

99.9          Automatic Stock Option Agreement.

99.10         Stock Issuance Agreement.

99.11         Addendum to Stock Issuance Agreement (Involuntary Termination).

99.12         Addendum to Stock Issuance Agreement (Special Tax Election).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 AS FILED ON SEPTEMBER 5, 1996", "secsgml_size_bytes": 20787}]
{"company-data": {"conformed-name": "ONYX ACCEPTANCE CORP", "cik": "0001006614", "assigned-sic": "6141", "irs-number": "330577635", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11453", "film-number": "96626303"}, "business-address": {"street1": "8001 IRVINE CENTER DR", "street2": "SUITE 500", "city": "IRVINE", "state": "CA", "zip": "92718", "phone": "7144505500"}, "mail-address": {"street1": "8001 IRVINE CENTER DRIVE", "street2": "SUITE 500", "city": "IRVINE", "state": "CA", "zip": "92618"}}
1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1996
                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                           ONYX ACCEPTANCE CORPORATION
             (Exact name of Registrant as specified in its charter)

             DELAWARE                                       33-0577635
   (State or other jurisdiction                          (I.R.S. Employer
  of incorporation or organization)                   Identification Number)

                            8001 IRVINE CENTER DRIVE
                                   FIFTH FLOOR
                            IRVINE, CALIFORNIA 92718
               (Address of principal executive offices) (zip code)

        ONYX ACCEPTANCE CORPORATION 1996 STOCK OPTION/STOCK ISSUANCE PLAN
                            (Full title of the plan)

                                  JOHN W. HALL
                      PRESIDENT AND CHIEF OPERATING OFFICER
                           ONYX ACCEPTANCE CORPORATION
                                   FIFTH FLOOR
                            IRVINE, CALIFORNIA 92718
                                 (714) 450-5500
(Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Proposed
                                                                    Proposed maximum          maximum
                                                  Amount to be       offering price          aggregate                Amount of
    Title of securities to be registered          registered(1)       per share(2)        offering price          registration fee
    ------------------------------------          -------------      --------------       --------------          ----------------
Options to purchase Common Stock                      1,133,304             N/A                     N/A                  N/A

Common Stock, $0.01 par value                         1,133,304          $13.82             $15,662,261               $5,401
==================================================================================================================================
(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the 1996 Stock Option/Stock
         Issuance Plan by reason of any stock dividend, stock split,
         recapitalization or any other similar transaction without receipt of
         consideration which results in an increase in the number of outstanding
         shares of Common Stock of Onyx Acceptance Corporation.

(2)      Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended, on the basis of the average of
         the high and low selling prices per share of Common Stock of Onyx
         Acceptance Corporation on August 28, 1996 as reported by the Nasdaq
         National Market.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  Onyx Acceptance Corporation, a Delaware corporation (the
"Registrant"), hereby incorporates by reference into this Registration Statement
the following documents, (a) through (c) of which were previously filed with the
Securities and Exchange Commission (the "Commission"):

         (a)      The Registrant's prospectus filed with the Commission pursuant
                  to Rule 424(b) under the Securities Act of 1933, as amended
                  (the "1933 Act"), in connection with the Registration
                  Statement No. 333-00680 on Form S-1, filed with the
                  Commission on March 25, 1996, together with amendments
                  thereto, in which there is set forth audited financial
                  statements for the Registrant's fiscal year ended
                  December 31, 1995;

         (b)      The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                  quarters ended March 31, 1996 and June 30, 1996, filed with
                  the Commission on May 14, 1996 and August 14, 1996,
                  respectively; and

         (c)      The Registrant's Registration Statement No. 028050 on Form
                  8-A filed with the Commission on March 6, 1996 pursuant to
                  Section 12 of the Securities Exchange Act of 1934, as amended
                  (the "1934 Act"), in which there is described the terms,
                  rights and provisions applicable to the Registrant's
                  outstanding Common Stock.

                  All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Under Section 145 of the Delaware General Corporation Law, the
Registrant can indemnify its directors and officers against liabilities they may
incur in such capacities, including liabilities under the 1933 Act. The
Registrant's Bylaws provide that the Registrant will indemnify its directors and
officers to the fullest extent permitted by law and require the Registrant to
advance litigation expenses upon receipt by the Registrant

                                      II-1
3
of an undertaking by the director or officer to repay such advances if it is
ultimately determined that the director or officer is not entitled to
indemnification. The Bylaws further provide that rights conferred under such
Bylaws do not exclude any other right such persons may have or acquire under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

                  The Registrant's Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for monetary damages
for breach of the directors fiduciary duty of care to the Registrant and its
stockholders. This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant or its
stockholders, for acts or omissions not in good faith or involving intentional
misconduct or knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental laws.

                  The Registrant has entered into agreements to indemnify its
directors in addition to the indemnification provided for in the Certificate of
Incorporation and Bylaws. These agreements will, among other things, indemnify
each of the Registrant's directors for certain expenses (including attorneys'
fees), judgments, fines and settlement amounts incurred by such person in any
action or proceeding, including any action by or in the right of the Registrant,
on account of services by such person as a director or officer of the
Registrant, or as a director or officer of any other company or enterprise to
which the person provides services at the request of the Registrant.

                  The above discussion of the Registrant's Bylaws, Certificate
of Incorporation and indemnification agreements and of the Delaware Law is not
intended to be exhaustive and is respectively qualified in its entirety by such
Bylaws, Certificate of Incorporation, indemnification agreements and statutes.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

ITEM 8.  EXHIBITS

Exhibit Number    Exhibit
- --------------    -------

         4        Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration Statement No. 028050 on Form
                  8-A which is incorporated herein by reference pursuant to Item
                  3(c).

         5        Opinion and consent of Brobeck, Phleger & Harrison LLP.

         23.1     Consent of Independent Auditors - Coopers & Lybrand L.L.P.

         23.2     Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.

         24       Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement.

         99.1     Onyx Acceptance Corporation 1996 Stock Option/Stock Issuance
                  Plan.

         99.2     Form of Stock Option Agreement.

         99.3     Form of Notice of Grant.

         99.4     Addendum to Stock Option Agreement (Limited Stock Appreciation
                  Rights).

         99.5     Addendum to Stock Option Agreement (Involuntary Termination).

         99.6     Addendum to Stock Option Agreement (Special Tax Election).

         99.7     Notice of Automatic Grant (Initial).

         99.8     Notice of Automatic Grant (Annual).

         99.9     Automatic Stock Option Agreement.

         99.10    Stock Issuance Agreement.

         99.11    Addendum to Stock Issuance Agreement (Involuntary
                  Termination).

         99.12    Addendum to Stock Issuance Agreement (Special Tax Election).

                                      II-2
4
ITEM 9.  UNDERTAKINGS

         A.       The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold upon the termination of the
Registrant's 1996 Stock Option/Stock Issuance Plan.

         B.       The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         C.       Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnity provisions summarized in Item 6 above or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3
5
                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irvine, State of California, on September 4,
1996.

                          ONYX ACCEPTANCE CORPORATION

                          By:      /s/ JOHN W. HALL
                                   -------------------------------------------
                                   John W. Hall, President and Chief Operating
                                   Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

                  That the undersigned officers and directors of Onyx Acceptance
Corporation, a Delaware corporation, do hereby constitute and appoint John W.
Hall and Don P. Duffy, and each of them, the lawful attorneys-in-fact and
agents, with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and any one of
them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement and to any and all instruments or documents filed as part
of or in conjunction with this Registration Statement or to amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE                                        TITLE                                                  DATE
- ---------                                        -----                                                  ----
/s/ JOHN W. HALL                                 President, Chief Operating Officer               September 4, 1996
- --------------------------------------------     and Director (Principal Executive Officer)
John W. Hall                                     

/s/ BRUCE R. HALLETT                             Secretary and Director                           September 4, 1996
- --------------------------------------------
Bruce R. Hallett

/s/ DON P. DUFFY                                 Chief Financial Officer and Executive            September 4, 1996
- --------------------------------------------     Vice President (Principal Financial
Don P. Duffy                                     and Accounting Officer)
II-4
6
SIGNATURE                                        TITLE                                                  DATE
- ---------                                        -----                                                  ----
/s/ THOMAS C. STICKEL                            Chairman                                         September 4, 1996
- --------------------------------------------
Thomas C. Stickel

/s/ ROBERT A. HOFF                               Director                                         September 4, 1996
- --------------------------------------------
Robert A. Hoff

/s/ G. BRADFORD JONES                            Director                                         September 4, 1996
- --------------------------------------------
G. Bradford Jones
II-5
7
                                  EXHIBIT INDEX

Exhibit
Number        Exhibit
- -------       -------

5             Opinion and consent of Brobeck, Phleger & Harrison LLP.

23.1          Consent of Independent Auditors - Coopers & Lybrand L.L.P.

23.2          Consent of Brobeck, Phleger & Harrison LLP is contained in 
              Exhibit 5.

24            Power of Attorney.  Reference is made to page II-4 of this 
              Registration Statement.

99.1          Onyx Acceptance Corporation 1996 Stock Option/Stock Issuance Plan.

99.2          Form of Stock Option Agreement.

99.3          Form of Notice of Grant.

99.4          Addendum to Stock Option Agreement (Limited Stock Appreciation 
              Rights).

99.5          Addendum to Stock Option Agreement (Involuntary Termination).

99.6          Addendum to Stock Option Agreement (Special Tax Election).

99.7          Notice of Automatic Grant (Initial).

99.8          Notice of Automatic Grant (Annual).

99.9          Automatic Stock Option Agreement.

99.10         Stock Issuance Agreement.

99.11         Addendum to Stock Issuance Agreement (Involuntary Termination).

99.12         Addendum to Stock Issuance Agreement (Special Tax Election).