Registration No: ___________________


                                   [UAC LOGO]
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          UNION ACCEPTANCE CORPORATION

             (Exact name of registrant as specified in its charter)

                     INDIANA                           35-1908796
         (State or other jurisdiction of            (I.R.S. Employer
          incorporation or organization)          (Identification No.)

            205 North Shadeland Avenue
              Indianapolis, Indiana                    46219
        (Address of Principal Executive Offices)     (Zip Code)

                          UNION ACCEPTANCE CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                          Union Acceptance Corporation
                           205 North Shadeland Avenue
                           Indianapolis, Indiana 46219
                     (Name and address of agent for service)

                                 (317) 231-6400
          (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

=====================================================================================================================
                                             Proposed Maximum               Proposed
Type of securities        Amount to be      offering price per         maximum aggregate                Amount of
to be registered           registered           unit (1)               offering price (1)            registration fee
---------------------------------------------------------------------------------------------------------------------
<S>                            <C>                     <C>                     <C>                       <C>

Class A Common Stock,      200,000                     $5.688                  $1,137,600                $300.33
without par value          (2)

=====================================================================================================================
</TABLE>

(1)  Estimated  solely for the purpose of calculating the  registration  fee and
     based on  average  of the high and low  sales  prices  per share of Class A
     Common Stock of Union Acceptance  Corporation on October 20, 2000, pursuant
     to Rule 457(h)(1) and Rule 457(c).

(2)  Any  additional  shares of  Common  Stock to be issued as a result of stock
     dividends,  stock splits, or similar  transactions shall be covered by this
     Registration Statement as provided in Rule 416.

<PAGE>

         PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(A) PROSPECTUS

         The document(s) containing information specified by part I of this Form
S-8 Registration Statement (the "Registration  Statement") will be sent or given
to  participants  in the Union  Acceptance  Corporation  Employee Stock Purchase
Plan, as specified in Rule 428(b)(1)  promulgated by the Securities and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"1933  Act").  Such  document(s)  are not being  filed with the  Commission  but
constitute  (along  with  the  documents  incorporated  by  reference  into  the
Registration  Statement pursuant to Item 3 of part II hereof), a prospectus that
meets the requirements of Section 10(a) of the 1933 Act.

<PAGE>

         PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") by Union Acceptance Corporation (the "Company") or
the Plan pursuant to the Securities  Exchange Act of 1934 (the  "Exchange  Act")
are incorporated by reference in this Registration Statement.

                  (a) The  Company's  Annual  Report  on Form  10-K for the year
         ended June 30, 2000.

                  (b) The Company's  definitive proxy  statement,  dated October
         18,  2000,  filed  pursuant  to  Section  14 of the  Exchange  Act,  in
         connection  with the annual meeting of its  shareholders  to be held on
         November 14, 2000.

                  (c)  The  description  of the  capital  stock  of the  Company
         contained in the Company's  Registration  Statement on Form 8-A,  which
         was filed with the  Commission on July 12, 1995,  and all amendments or
         reports filed for the purpose of updating such description.

                  (d) All reports and other documents  subsequently filed by the
         Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
         Act, 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,  as of the date of filing such
         documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
------   --------------------------------------

         Not applicable.


Item 6.  Indemnification of Directors and Officers.

         Chapter  37  of  the  Indiana  Business  Corporation  Law,  as  amended
("IBCL"),  authorizes  every Indiana  corporation  to indemnify its officers and
directors under certain  circumstances  against liability incurred in connection
with  proceedings  to which the officers or directors are made parties by reason
of  their  relationships  to the  corporation.  Officers  and  directors  may be
indemnified  where  they have  acted in good  faith,  the  action  taken was not
against the interests of the corporation, and the action was lawful or there was
no reason or cause to believe  the action was  unlawful.  Chapter 37 to the IBCL
also  requires  every  Indiana  corporation  to indemnify any of its officers or
directors  (unless limited by the articles of  incorporation of the corporation)
who were wholly  successful  on the merits or  otherwise,  in the defense of any
such proceeding,  against  reasonable  expenses  incurred in connection with the
proceeding.  A corporation  may also,  under certain  circumstances,  pay for or
reimburse the  reasonable  expenses  incurred by an officer or director who is a
party to a proceeding in advance of final disposition of the proceeding.

         The Articles of Incorporation of the Company (as fully restated on June
29, 1994)  provide that the Company  shall  indemnify any person who was or is a
party,  or is  threatened  to be made a party,  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  and whether formal or informal (the  "Action"),  by reason of the
fact that he is or was a director, officer, employee or agent of the Company, or
is or was serving at the request of the Company as a director, officer, partner,
trustee,  employee  or agent  of  another  entity  against  expenses,  including
attorneys'  fees,  judgments,  settlements,  penalties  and  fines  actually  or
reasonably incurred by him in connection with the Action if such person acted in
good faith and in a manner he reasonably believed, in the case of conduct in his
official  capacity,  was in the best  interest of the Company,  and in all other
cases, was not opposed to the best interest of the Company, and, with respect to
any criminal action or proceeding, he either had reasonable cause to believe his
conduct was lawful or no reasonable cause to believe his conduct was unlawful.

         The Company maintains directors' and officers' liability insurance with
an annual  aggregate limit of $5,000,000 for the current policy period,  subject
to a $100,000  retention at the  corporate  level,  for each  wrongful act where
corporate  reimbursement is available to any director or officer. When corporate
reimbursement is not available as prescribed by applicable common law, statutory
law or the  Company's  governing  documents,  the  insurer  will  reimburse  the
directors and officers with no  deductible  with respect to losses  sustained by
them for specified wrongful acts while acting in their capacities,  individually
or collectively, as such directors or officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The exhibits  furnished with the  Registration  Statement are listed on
page E-1.

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 Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date  hereof (or the most  recent  post-effective
         amendment hereof) which, individually or in the aggregate,  represent a
         fundamental  change in the information  set forth in this  registration
         statement;

                  (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 the  undertakings set forth in paragraphs (i) and (ii)
above  do  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
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, 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.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange Act of 1934 (and each filing of an employee  benefit plan's
annual report pursuant to Section 15(d) of the Securities  Exchange Act of 1934)
that is incorporated by reference in the 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
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.

<PAGE>

                                   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 Indianapolis, State of Indiana, on October 16, 2000.

                          UNION ACCEPTANCE CORPORATION

                                        By:/s/John M. Stainbrook
                                           -------------------------------------
                                           John M. Stainbrook
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose  signature  appears below hereby  authorizes  John M.
Stainbrook and Rick A. Brown,  and each of them, to file one or more  amendments
(including  post-effective  amendments)  to the  registration  statement,  which
amendments may make such changes in the registration statement as either of them
deems  appropriate,  and each such person hereby appoints John M. Stainbrook and
Rick A. Brown and each of them, as  attorney-in-fact  to execute in the name and
on behalf of each person  individually,  and in each capacity stated below,  any
such amendment to the registration statement.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

         Signature                          Title                     Date

(1)  Principal Executive Officer

/s/John M. Stainbrook
---------------------------------          President and Chief  October 16, 2000
John M. Stainbrook                         Executive Officer


(2)  Principal Financial and Accounting Officer

/s/Rick A. Brown
---------------------------------          Treasurer            October 16, 2000
Rick A. Brown                              & Chief Financial Officer





<PAGE>

(3)  A Majority of the Board
     of Directors

/s/John M. Davis
------------------------------               Director           October 16, 2000
John M. Davis


------------------------------               Director           __________, 2000
Fred M. Fehsenfeld

/s/Donald A. Sherman
------------------------------               Director           October 16, 2000
Donald A. Sherman

/s/John M. Stainbrook
------------------------------               Director           October 16, 2000
John M. Stainbrook

/s/Michael G. Stout
------------------------------               Director           October 16, 2000
Michael G. Stout

/s/Jerry D. Von Deylen
------------------------------               Director           October 16, 2000
Jerry D. Von Deylen

/s/Richard D. Waterfield
------------------------------               Director           October 16, 2000
Richard D. Waterfield

/s/Thomas M. West
------------------------------               Director           October 16, 2000
Thomas M. West

<PAGE>

                                  EXHIBIT INDEX

Exhibit           4.1   Articles  V  and  VI  of  the   Articles  of
                    Incorporation of the Company  (restated as of June 29, 1994)
                    respecting  the  terms  of  shares,   are   incorporated  by
                    reference  to  Exhibit  3.1  of the  Company's  Registration
                    Statement on Form S-1 (Reg. No. 33-82254).

Exhibit           4.2   Article   III   --   "Shareholder   Meetings,"   Article
                  VI-"Certificates    for    Shares,"    Article    VII--Section
                  3-"Inspection  of Corporate  Records," and Article  X-"Control
                  Share  Acquisitions  Statute"  of  the  Code  of  By-Laws,  as
                  amended,  of the Company are  incorporated by reference to the
                  Company's   Registration  Statement  on  Form  S-1  (Reg.  No.
                  33-82254).

Exhibit 4.3       Union Acceptance Corporation Employee Stock Purchase Plan

Exhibit 23-A      Consent of Deloitte & Touche

Exhibit 23-B      Consent of KPMG LLP

Exhibit 24        Power of Attorney (included in signature page)







                                       E-1
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16877}]
{"company-data": {"conformed-name": "UNION ACCEPTANCE CORP", "cik": "0000927790", "assigned-sic": "6141", "irs-number": "351908796", "state-of-incorporation": "IN", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48818", "film-number": "747860"}, "business-address": {"street1": "250 NORTH SHADELAND AVENUE", "city": "INDIANAPOLIS", "state": "IN", "zip": "46219", "phone": "3172316400"}, "mail-address": {"street1": "45 NORTH PENNSYLVANIA", "city": "INDIANAPOLIS", "state": "IN", "zip": "46204"}}
Registration No: ___________________

                                   [UAC LOGO]
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          UNION ACCEPTANCE CORPORATION

             (Exact name of registrant as specified in its charter)

                     INDIANA                           35-1908796
         (State or other jurisdiction of            (I.R.S. Employer
          incorporation or organization)          (Identification No.)

            205 North Shadeland Avenue
              Indianapolis, Indiana                    46219
        (Address of Principal Executive Offices)     (Zip Code)

                          UNION ACCEPTANCE CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                          Union Acceptance Corporation
                           205 North Shadeland Avenue
                           Indianapolis, Indiana 46219
                     (Name and address of agent for service)

                                 (317) 231-6400
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

=====================================================================================================================
                                             Proposed Maximum               Proposed
Type of securities        Amount to be      offering price per         maximum aggregate                Amount of
to be registered           registered           unit (1)               offering price (1)            registration fee
---------------------------------------------------------------------------------------------------------------------
Class A Common Stock,      200,000                     $5.688                  $1,137,600                $300.33
without par value          (2)

=====================================================================================================================
(1)  Estimated  solely for the purpose of calculating the  registration  fee and
     based on  average  of the high and low  sales  prices  per share of Class A
     Common Stock of Union Acceptance  Corporation on October 20, 2000, pursuant
     to Rule 457(h)(1) and Rule 457(c).

(2)  Any  additional  shares of  Common  Stock to be issued as a result of stock
     dividends,  stock splits, or similar  transactions shall be covered by this
     Registration Statement as provided in Rule 416.
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(A) PROSPECTUS

         The document(s) containing information specified by part I of this Form
S-8 Registration Statement (the "Registration  Statement") will be sent or given
to  participants  in the Union  Acceptance  Corporation  Employee Stock Purchase
Plan, as specified in Rule 428(b)(1)  promulgated by the Securities and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"1933  Act").  Such  document(s)  are not being  filed with the  Commission  but
constitute  (along  with  the  documents  incorporated  by  reference  into  the
Registration  Statement pursuant to Item 3 of part II hereof), a prospectus that
meets the requirements of Section 10(a) of the 1933 Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") by Union Acceptance Corporation (the "Company") or
the Plan pursuant to the Securities  Exchange Act of 1934 (the  "Exchange  Act")
are incorporated by reference in this Registration Statement.

                  (a) The  Company's  Annual  Report  on Form  10-K for the year
         ended June 30, 2000.

                  (b) The Company's  definitive proxy  statement,  dated October
         18,  2000,  filed  pursuant  to  Section  14 of the  Exchange  Act,  in
         connection  with the annual meeting of its  shareholders  to be held on
         November 14, 2000.

                  (c)  The  description  of the  capital  stock  of the  Company
         contained in the Company's  Registration  Statement on Form 8-A,  which
         was filed with the  Commission on July 12, 1995,  and all amendments or
         reports filed for the purpose of updating such description.

                  (d) All reports and other documents  subsequently filed by the
         Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
         Act, 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,  as of the date of filing such
         documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
------   --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Chapter  37  of  the  Indiana  Business  Corporation  Law,  as  amended
("IBCL"),  authorizes  every Indiana  corporation  to indemnify its officers and
directors under certain  circumstances  against liability incurred in connection
with  proceedings  to which the officers or directors are made parties by reason
of  their  relationships  to the  corporation.  Officers  and  directors  may be
indemnified  where  they have  acted in good  faith,  the  action  taken was not
against the interests of the corporation, and the action was lawful or there was
no reason or cause to believe  the action was  unlawful.  Chapter 37 to the IBCL
also  requires  every  Indiana  corporation  to indemnify any of its officers or
directors  (unless limited by the articles of  incorporation of the corporation)
who were wholly  successful  on the merits or  otherwise,  in the defense of any
such proceeding,  against  reasonable  expenses  incurred in connection with the
proceeding.  A corporation  may also,  under certain  circumstances,  pay for or
reimburse the  reasonable  expenses  incurred by an officer or director who is a
party to a proceeding in advance of final disposition of the proceeding.

         The Articles of Incorporation of the Company (as fully restated on June
29, 1994)  provide that the Company  shall  indemnify any person who was or is a
party,  or is  threatened  to be made a party,  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  and whether formal or informal (the  "Action"),  by reason of the
fact that he is or was a director, officer, employee or agent of the Company, or
is or was serving at the request of the Company as a director, officer, partner,
trustee,  employee  or agent  of  another  entity  against  expenses,  including
attorneys'  fees,  judgments,  settlements,  penalties  and  fines  actually  or
reasonably incurred by him in connection with the Action if such person acted in
good faith and in a manner he reasonably believed, in the case of conduct in his
official  capacity,  was in the best  interest of the Company,  and in all other
cases, was not opposed to the best interest of the Company, and, with respect to
any criminal action or proceeding, he either had reasonable cause to believe his
conduct was lawful or no reasonable cause to believe his conduct was unlawful.

         The Company maintains directors' and officers' liability insurance with
an annual  aggregate limit of $5,000,000 for the current policy period,  subject
to a $100,000  retention at the  corporate  level,  for each  wrongful act where
corporate  reimbursement is available to any director or officer. When corporate
reimbursement is not available as prescribed by applicable common law, statutory
law or the  Company's  governing  documents,  the  insurer  will  reimburse  the
directors and officers with no  deductible  with respect to losses  sustained by
them for specified wrongful acts while acting in their capacities,  individually
or collectively, as such directors or officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The exhibits  furnished with the  Registration  Statement are listed on
page E-1.

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 Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date  hereof (or the most  recent  post-effective
         amendment hereof) which, individually or in the aggregate,  represent a
         fundamental  change in the information  set forth in this  registration
         statement;

                  (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 the  undertakings set forth in paragraphs (i) and (ii)
above  do  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
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, 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.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange Act of 1934 (and each filing of an employee  benefit plan's
annual report pursuant to Section 15(d) of the Securities  Exchange Act of 1934)
that is incorporated by reference in the 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
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
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 Indianapolis, State of Indiana, on October 16, 2000.

                          UNION ACCEPTANCE CORPORATION

                                        By:/s/John M. Stainbrook
                                           -------------------------------------
                                           John M. Stainbrook
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose  signature  appears below hereby  authorizes  John M.
Stainbrook and Rick A. Brown,  and each of them, to file one or more  amendments
(including  post-effective  amendments)  to the  registration  statement,  which
amendments may make such changes in the registration statement as either of them
deems  appropriate,  and each such person hereby appoints John M. Stainbrook and
Rick A. Brown and each of them, as  attorney-in-fact  to execute in the name and
on behalf of each person  individually,  and in each capacity stated below,  any
such amendment to the registration statement.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

         Signature                          Title                     Date

(1)  Principal Executive Officer

/s/John M. Stainbrook
---------------------------------          President and Chief  October 16, 2000
John M. Stainbrook                         Executive Officer

(2)  Principal Financial and Accounting Officer

/s/Rick A. Brown
---------------------------------          Treasurer            October 16, 2000
Rick A. Brown                              & Chief Financial Officer
(3)  A Majority of the Board
     of Directors

/s/John M. Davis
------------------------------               Director           October 16, 2000
John M. Davis

------------------------------               Director           __________, 2000
Fred M. Fehsenfeld

/s/Donald A. Sherman
------------------------------               Director           October 16, 2000
Donald A. Sherman

/s/John M. Stainbrook
------------------------------               Director           October 16, 2000
John M. Stainbrook

/s/Michael G. Stout
------------------------------               Director           October 16, 2000
Michael G. Stout

/s/Jerry D. Von Deylen
------------------------------               Director           October 16, 2000
Jerry D. Von Deylen

/s/Richard D. Waterfield
------------------------------               Director           October 16, 2000
Richard D. Waterfield

/s/Thomas M. West
------------------------------               Director           October 16, 2000
Thomas M. West
EXHIBIT INDEX

Exhibit           4.1   Articles  V  and  VI  of  the   Articles  of
                    Incorporation of the Company  (restated as of June 29, 1994)
                    respecting  the  terms  of  shares,   are   incorporated  by
                    reference  to  Exhibit  3.1  of the  Company's  Registration
                    Statement on Form S-1 (Reg. No. 33-82254).

Exhibit           4.2   Article   III   --   "Shareholder   Meetings,"   Article
                  VI-"Certificates    for    Shares,"    Article    VII--Section
                  3-"Inspection  of Corporate  Records," and Article  X-"Control
                  Share  Acquisitions  Statute"  of  the  Code  of  By-Laws,  as
                  amended,  of the Company are  incorporated by reference to the
                  Company's   Registration  Statement  on  Form  S-1  (Reg.  No.
                  33-82254).

Exhibit 4.3       Union Acceptance Corporation Employee Stock Purchase Plan

Exhibit 23-A      Consent of Deloitte & Touche

Exhibit 23-B      Consent of KPMG LLP

Exhibit 24        Power of Attorney (included in signature page)

                                       E-1