As filed with the Securities and Exchange Commission on August 7, 1996
================================================================================
                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    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.)

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

             UNION ACCEPTANCE CORPORATION 1994 INCENTIVE STOCK PLAN
                            (Full title of the plan)

                                    Copy to:
             Rick A. Brown                                Eric R. Moy, Esq.
     Union Acceptance Corporation                        Barnes & Thornburg
      250 North Shadeland Avenue                    1313 Merchants Bank Building
      Indianapolis, Indiana 46219                       11 S. Meridian Street
(Name and address of agent for service)              Indianapolis, Indiana 46204

Telephone number, of agent for service:
            (317) 231-6400

Approximate  date of commencement  of proposed sale to the public:  From time to
time after the effective  date of this  Registration  Statement as determined by
market conditions.

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                    Proposed      Proposed
 Title of                            maximum       maximum         Amount
securities           Amount         offering      aggregate          of
   to be              to be         price per     offering      registration
 registered      registered (1)     share(2)       price(2)         fee
- --------------------------------------------------------------------------------
Class A
Common Stock,
without par value   500,000         $15.35      $7,676,712.50      $2,647.14
================================================================================

(1)    Any additional shares of Class A 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.

(2)    Estimated  solely  to  determine  the  registration  fee and based on the
       option price of stock options  already  granted under the Plan and on the
       average  of the  high and low  sales  prices  per share of Class A Common
       Stock of Union Acceptance Corporation on August 5, 1996, as to shares not
       yet subject to options  granted  under the Plan,  pursuant to Rule 457(c)
       and (h).

                               Page 1 of ___ Pages
                            Exhibit Index on Page E-1

<PAGE>

                              CROSS REFERENCE SHEET

     Name and Caption in Form S-8                 Caption in Reoffer Prospectus*

 1.  Forepart of the Registration Statement
     and Outside Front Cover Page of
     Prospectus.................................  Front Cover Page of
                                                    Registration Statement;
                                                    Outside Front Cover
                                                    Page of Prospectus

 2.  Inside Front and Outside
     Back Cover Pages of Prospectus.............  Inside Front Page Prospectus

  3. Summary Information, Risk Factors
     and Ratio of Earnings to Fixed Charges.....  Prospectus Summary;
                                                    Risk Factors

  4. Use of Proceeds............................  Use of Proceeds

  5. Determination of Offering Price............  Determination of Offering
     Price

  6. Dilution...................................  ***

  7. Selling Security Holders...................  Selling Security Holders;
                                                     Plan of Distribution

  8. Plan of Distribution.......................  Selling Security Holders;
                                                  Plan of Distribution

  9. Description of Securities
          to Be Registered......................  **

 10. Interests of Named Experts and Counsel.....  Legal Matters; Experts

 11. Material Changes...........................  ***

 12. Incorporation of Certain ..................  Incorporation of Certain
     Information by Reference                     Information by Reference

 13. Disclosure of Commission
     Position on Indemnification for
     Securities Act Liabilities.................  See page S-5
- ----------
*    Note: the Prospectus filed with this  Registration  Statement is a "reoffer
     prospectus"  prepared in accordance with the requirements of Part I of S-3,
     pursuant to General Instruction C of Form S-8.

**   Incorporated by reference

***  Not applicable

<PAGE>

Reoffer Prospectus

                                                                 [UAC LOGO HERE]

Up to 500,000 Shares

Union Acceptance Corporation
Class A Common Stock
(without par value)



The  shares  of  Class  A  Common  Stock  covered  by  this  reoffer  prospectus
("Prospectus")  are being sold by certain  affiliates of the  registrant,  Union
Acceptance  Corporation  (the  "Company"),  which  shares  have  been or will be
acquired  by the  selling  security  holders  pursuant  to the Union  Acceptance
Corporation  1994 Incentive Stock Plan.  Resales of shares of the Class A Common
Stock by such  affiliates  may also be made under Rule 144 under the  Securities
Act of 1933, as amended (the "Securities Act").

The Company completed its initial public offering of the Class A Common Stock on
August 7, 1995 (the "Offering").  Prior to the Business  Transfer,  the Spin-off
(as such terms are  defined  in the  Glossary)  and the  Offering,  the  Company
operated as a division  (and from April 1994 as a  subsidiary)  of Union Federal
Savings Bank of  Indianapolis  ("Union  Federal"),  which is  controlled  by Mr.
Richard D. Waterfield and members of his family.  The Company has two classes of
Common Stock:  Class A Common  Stock,  shares of which are offered  hereby,  and
Class B Common Stock.  In the election of  directors,  holders of Class A Common
Stock are  entitled to one vote per share,  and holders of Class B Common  Stock
are entitled to five votes per share. The shareholders of Union Federal's parent
corporation,  Union Holding Company,  Inc.  ("UHC"),  own all of the outstanding
shares of Class B Common Stock, which represent  approximately 70% of the equity
interest  in  the  Company.   However,  the  Class  B  Common  Stock  represents
approximately 92% of the votes eligible to be cast in respect of the election of
directors.

Approximately 83% of the Class B Common Stock, representing approximately 58% of
the outstanding Common Stock, is held in a voting trust (the "Voting Trust"), of
which Mr.  Waterfield  is trustee.  The Class B Common  Stock held in the Voting
Trust represents approximately 76% of the voting power of the outstanding Common
Stock.  Such voting power enables Mr.  Waterfield to control the election of the
entire board of directors and to cause the adoption of any shareholder  proposal
favored by the Voting Trust. A share of Class B Common Stock generally  converts
on transfer to a share of Class A Common Stock.

The Class A Common  Stock is listed for  trading on The  Nasdaq  Stock  Market's
National  Market under the symbol "UACA." The Class B Common Stock is not listed
for trading.


See "Risk  Factors " on page 5 hereof for a  discussion  of certain risk factors
that should be considered by prospective purchasers of the Class A Common Stock.


THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.







The date of this Prospectus is ______________ ___, 1996.

<PAGE>

                             ADDITIONAL INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports and other information with the Securities and Exchange  Commission
(the  "Commission").  The Company has filed with the  Commission a  Registration
Statement (the "Registration Statement"), of which this Prospectus is a part, on
Form S-8 under  the  Securities  Act with  respect  to the Class A Common  Stock
offered  hereby.  This Prospectus does not contain all the information set forth
in the Registration  Statement and the exhibits  relating  thereto.  For further
information  with respect to the Company and the Class A Common Stock offered by
this Prospectus,  reference is made to such Registration Statement and exhibits.
Statements   contained  herein   concerning  the  provisions  of  documents  are
necessarily summaries of such documents,  and each statement is qualified in its
entirety by  reference  to the copy of the  applicable  document  filed with the
Commission. Such information,  and the reports, proxy and information statements
and other information filed by the Company with the Commission, can be inspected
and copied at the office of the Commission at Room 1024,  Judiciary  Plaza,  450
Fifth Street, N.W., Washington,  D.C. 20549, and at its regional offices located
at Citicorp  Center,  500 West Madison  Street,  Suite 1400,  Chicago,  Illinois
60661-2511  and at Seven World Trade  Center,  13th  Floor,  New York,  New York
10048.  Copies of such material may also be obtained  from the Public  Reference
Section of the Commission at 450 Fifth Street, N.W., Washington,  D.C. 20549, at
prescribed  rates. The Commission also maintains a Web site on the Internet that
contains  reports,  proxy  and  information  statements  and  other  information
regarding  registrants that file electronically  with the Commission,  including
the Company. The address of such site is:  http://www.sec.gov.  In addition, the
Company  intends to furnish  its  shareholders  with annual  reports  containing
consolidated  financial statements certified by an independent public accounting
firm.

         The Class A Common  Stock is listed for  trading  on the  Nasdaq  Stock
Market's  National  Market  under the  symbol  "UACA,"  and  reports,  proxy and
information  statements  and other  information  concerning  the  Company can be
inspected at such exchange.


                     INCORPORATION OF DOCUMENTS BY REFERENCE

         With  respect  to  any  document  incorporated  by  reference  in  this
Prospectus but not delivered herewith, the Company undertakes to provide without
charge to each person,  including a beneficial  owner, to whom this Propectus is
delivered, upon written or oral request of such person, a copy of any and all of
the information  that has been  incorporated by reference  herein (not including
exhibits to such information unless such exhibits are specifically  incorporated
by reference  into such  information).  Such  requests may be addressed to Union
Acceptance Corporation, 250 North Shadeland Avenue, Indianapolis, Indiana 46219;
(317) 231-6400. See "Incorporation of Certain Information by Reference."


                                TABLE OF CONTENTS
                                                                          Page
Additional Information....................................................  2
Incorporation of Documents by Reference...................................  2
Prospectus Summary........................................................  3
Risk Factors..............................................................  5
Use of Proceeds...........................................................  8
Determination of Offering Price...........................................  8
Selling Security Holders; Plan of Distribution............................  8
Legal Matters.............................................................  8
Experts...................................................................  9
Incorporation of Certain Information by Reference.........................  9
Glossary.................................................................. 10

<PAGE>


                               PROSPECTUS SUMMARY

     Unless otherwise indicated, references to the "Company" through fiscal 1994
refer to the conduct by Union Federal of the business of its indirect automobile
lending division (also referred to as the "Union  Division").  References to the
"Company"  after such date refer to the  conduct  of the  business  by the Union
Division and Union Acceptance Corporation ("UAC") and subsidiaries as a combined
business.  References to the "Company" following consummation of the spin-off by
Union Federal of the Company refer to UAC and subsidiaries.  Certain capitalized
terms are defined in the Glossary.  Investors  are referred to a more  extensive
discussion  of  the  following   issues  summary   contained  in  the  documents
incorporated in this Prospectus by reference.

                                   The Company

     Union  Acceptance  Corporation is a specialized  finance company engaged in
acquiring and servicing automobile retail installment sales contracts originated
by dealerships affiliated with major domestic and foreign manufacturers. Through
the use of  state-of-the-art  technology  for  underwriting  and  servicing  and
disciplined credit standards, the Company focuses its efforts on acquiring loans
on late model used and, to a lesser extent,  new automobiles  made to purchasers
who exhibit a  favorable  credit  profile  ("Prime  lending,"  as defined in the
Glossary).  The Company commenced  business in 1986 and currently acquires loans
from over 2,000 manufacturer-franchised auto dealerships nationwide.

     The Company  seeks to be a premier  provider of automobile  financing  that
differentiates  itself from more traditional sources of automobile  financing by
its product  focus and emphasis on dealer  service,  flexible  financing  terms,
consistent underwriting standards, efficient centralized operations and advanced
systems. Key elements of the Company's strategy are:

     o Product Focus -- The Company  targets what it believes to be  underserved
elements of the Prime lending  market.  In  particular,  the Company  focuses on
providing  loans  through  financings  for late  model used car  purchasers  and
through offering long-term loans for new car purchasers.

     o Superior  Service and Flexible  Loan Terms -- While the Company  seeks to
offer financing  rates that are competitive in each of its markets,  the Company
seeks to compete  primarily  on the basis of dealer  service and  flexible  loan
terms. Many of the Company's credit buyers have had substantial prior experience
in new and used car financing or sales which enhances their  relationships  with
dealers  and  their  knowledge  of  dealer  financing  practices.   The  Company
emphasizes  prompt  responses to loan  applications  and  maintains  evening and
weekend hours which coincide with auto dealers' busiest  periods.  The Company's
emphasis on the credit  quality of  borrowers  allows it to offer more  flexible
financing terms than many of its competitors,  including  longer-term loans with
lower monthly  payments,  or larger loan amounts  relative to  collateral  value
based on Credit Scoring risk models.

     o  Consistent  Underwriting  Standards  --  Through  training,  proprietary
technology and consistent management  oversight,  the Company seeks to instill a
disciplined approach to credit throughout the entire organization. Credit buyers
participate in a rigorous  training process before  receiving  authority to make
independent  purchasing  decisions.  The Company  utilizes  computerized  Credit
Scoring  which helps ensure the  uniformity  and  consistency  of the  Company's
underwriting policies.

     o Efficient,  Centralized  Operations -- The Company has achieved  enhanced
productivity   through  its  customized  computer  systems  that  integrate  the
origination,  servicing and collection processes.  Centralized operations at the
Company's  Indianapolis  headquarters  facilitate  a consistent  application  of
credit standards and enhance its ability to control costs while offering prompt,
efficient service. The Company's centralized  operations have also allowed it to
enter and exit markets while incurring relatively minor incremental costs.

     o Liquidity through  Securitization  -- The Company generates  earnings and
cash flow  primarily  through the  purchase  and  subsequent  securitization  of
automobile loans. Such securitization transactions are designed to provide funds
for the purchase of additional  auto loans,  to reduce the risk of interest rate
fluctuations and to utilize capital  efficiently.  In each  securitization,  the
Company sells  automobile  loans to a trust which, in turn,  sells  Asset-backed
Securities to investors.  The Company earns servicing fees from the trust in the
amount of 1.00% per annum, paid monthly, on the outstanding principal balance of
loans securitized.  In addition,  the Company generally recognizes a gain on the
sale of loans to the trust and, over time,  receives cash distributions from the
trust  resulting  from the  difference  between the interest  received  from the
obligors on the loans and the interest  paid to  investors  in the  Asset-backed
Securities,  net of losses and expenses  (including  servicing  fees paid to the
Company).

         The Company's  primary  growth  strategy is to expand,  on a controlled
basis,  into  metropolitan  areas with  demographic,  regulatory and competitive
conditions which the Company believes are favorable. The Company believes that


<PAGE>


its  centralized  operations  allow it to expand  into new  markets  rapidly and
efficiently.  In addition,  the Company has a lending  program known as the "PAC
Program"  which is  designed  to enhance  the  Company's  profitability  through
selective  lending to borrowers  whose credit  history  would not permit them to
qualify  for a loan  under  the  Company's  Prime  lending  program  ("Non-prime
lending,"  as defined in the  Glossary).  Through the PAC  Program,  the Company
purchases  Non-prime  loans  at face  value  at an  appropriate  interest  rate,
generally  in the range of 6% to 8% above the rate at which it  purchases  Prime
loans.

         Union Federal entered the indirect automobile finance business in 1986.
The Company was  incorporated  in Indiana in December  1993 as a  subsidiary  of
Union  Federal,  which  is a  wholly-owned  subsidiary  of  UHC.  The  Company's
headquarters are located at 250 North Shadeland  Avenue,  Indianapolis,  Indiana
46219, and its telephone number is (317) 231-6400.

                                  The Spin-off

     The Company's  indirect  automobile  finance  business was conducted by the
Union  Division as an  unincorporated  division of Union Federal  through fiscal
1994.  During  fiscal  1995,  the majority of the  operations  and assets of the
Company were  transferred  from Union Federal to UAC and its  subsidiaries  (the
"Business  Transfer"),  although  its  business  continued  to  be  operated  in
combination  with the  Union  Division.  The  Business  Transfer  was  completed
immediately  upon  consummation of the Offering.  Since such time, the Company's
business has been conducted solely by UAC and its subsidiaries.

     Union Federal is a wholly-owned subsidiary of UHC. Immediately prior to the
consummation of the Offering,  9,200,000  shares of the Company's Class B Common
Stock, representing all of the issued and outstanding stock of the Company, were
distributed to the shareholders of UHC in a tax-free  spin-off (the "Spin-off").
Upon completion of the Spin-off and the Offering,  the Company's operations were
separated  from  those of Union  Federal,  except  that the  Company's  Chairman
continues to serve as an executive  officer and director of Union  Federal,  UHC
and certain  affiliates.  Union Federal  effected the Business  Transfer and the
Spin-off to realize  certain cost savings and in response to federal  regulatory
provisions  (particularly  risk-based capital requirements and "qualified thrift
lender"  standards),  that require it to hold high levels of capital to maintain
compliance with regulatory  capital  requirements,  constraining  its ability to
expand the Company's business.  Due to the manner in which the Business Transfer
and  Spin-off   were   required  to  be  effected  to  comply  with   regulatory
requirements,  the Company had no equity or retained earnings after the Offering
other than the net  proceeds of the  Offering.  No cash was  distributed  to the
shareholders of UHC in the Spin-off or as a result of the Offering.

     After  completion  of  the  Spin-off  and  the  Offering,  Mr.  Richard  D.
Waterfield  and eight other  shareholders  of UHC own  approximately  83% of the
Class  B  Common  Stock  outstanding  (representing  approximately  58%  of  the
Company's  outstanding  Common Stock),  which is held in a Voting Trust of which
Mr.  Waterfield  serves as the  trustee.  The Class B Common  Stock  held by the
Voting Trust represents approximately 76% of the voting power of the outstanding
Common Stock, which enables Mr. Waterfield to control the election of the entire
board of directors  of the Company and to cause the adoption of any  shareholder
proposal  favored by the Voting Trust.  In order to ensure  compliance  with the
terms of an Internal  Revenue  Service  ruling  obtained in connection  with the
Business Transfer and the Spin-off, the holders of the Class B Common Stock must
retain at least 80% of the voting  power  represented  by the  Company's  Common
Stock.  Such  holders who are parties to the Voting Trust have agreed to certain
restrictions  on their ability to transfer such stock for a period of two years,
and other holders of Class B Common Stock have agreed to such  restrictions with
the  Company.  Additionally,  up to 400,000  shares of Class A Common Stock were
reserved for sale to certain  employees,  officers and directors of the Company,
Union Federal and its affiliates ("Company Offerees") in the Offering.

<PAGE>
                                  RISK FACTORS

         In addition to the other information in this Prospectus,  the following
risk  factors  should  be  considered  carefully  by  prospective  investors  in
evaluating an investment in the Class A Common Stock.

Dependence on Credit Facilities,  Securitization Transactions and Potential Need
for Additional Capital

         Dependence on Credit Facilities. Prior to the Offering, the Company was
substantially  dependent  upon Union  Federal to provide  short-term  funding to
finance (i) the  purchase of loans prior to the time they were  securitized  and
(ii) the payment of Dealer  Premiums.  The cash advanced for Dealer  Premiums is
not recovered when a loan is  securitized  but is recovered over the life of the
loan.  Since the  consummation  of the Offering,  Union Federal has not provided
such  funding  to the  Company,  and the  Company is  dependent  upon its Credit
Facilities  to  provide  necessary  funding.  The  Company  has a  $350  million
Prime-lending Warehouse facility (the "Prime Warehouse Facility") which provides
short-term loan acquisition  funding between  securitization  transactions.  The
Company also has a similar $50 million Warehouse  facility to provide short-term
funding for Non-prime loan acquisitions (the "Non-prime Facility"). In addition,
the Company issued $110 million in Senior Notes  concurrently with the Offering.
The Company's access to financing under the Credit  Facilities is dependent upon
its  compliance  with  the  terms  and  conditions  thereof,   including  timely
completion  of  securitizations.  The  availability  of additional or substitute
credit  facilities is dependent  upon,  among other things,  the  willingness of
financial institutions to fund automobile financing businesses generally and the
Company's  financial  condition and results of  operations.  If the Company were
unable to satisfy the conditions of its Credit Facilities,  its operations could
be materially adversely affected.

         Dependence on  Securitizations.  The Company relies  significantly on a
strategy  of  periodically   selling   automobile  loans  through   asset-backed
securitizations.  Proceeds  from  securitizations  will  be  utilized  to  repay
borrowings under the Credit Facilities, thereby making such facilities available
to acquire  additional  loans. If the Company fails to complete a securitization
of Prime loans each sixteen  weeks,  the amount of funding  available  under the
Prime Warehouse Facility is reduced from 98% to 95% of the outstanding principal
balance of eligible loans and the term of certain  interest rate hedges required
thereby is required  to be  extended to a minimum of six months.  If the Company
fails to complete a  securitization  of Prime  loans for six  months,  the Prime
Warehouse Facility may be terminated. The Company expects to securitize pools of
its Non-prime loans from time to time. The Company has not securitized Non-prime
loans  to  date,  and  there  is no  assurance  that it will be able to do so on
favorable  terms. The Non-prime  Facility  provides that a failure to complete a
securitization  of  Non-prime  loans for six months may result in the  Non-prime
Facility  being  terminated.  A number of external  factors affect the Company's
ability to access the securities market. Such factors,  including  conditions in
the securities  markets  generally,  conditions in the  Asset-backed  Securities
market and approvals by other parties to the securitization, could substantially
delay  a  securitization.   Additionally,  gains  from  the  sale  of  loans  in
securitizations  can  represent  a  significant  portion  of the  Company's  net
earnings.  If the  Company  were  unable  to  securitize  loans  in a  financial
reporting  period,  the  Company  could  incur a  significant  decline  in total
revenues and net earnings for such period.  Furthermore,  as described below, an
unanticipated delay in completion of a securitization may also increase interest
rate risk.

         Potential Need for Additional  Capital.  The Company's continued growth
(including the development of its Non-prime  lending business) will be dependent
upon its  ability  to  continue  to  effect  securitization  transactions  or to
establish alternative long-term financing  arrangements and to obtain sufficient
financing  under  interim  credit  facilities  upon  acceptable  terms.  If  the
Company's  growth  exceeds  anticipated  levels,  the Company may be required to
effect loan securitizations more rapidly or obtain additional interim funding or
equity.  If the Company were unable to do so, its growth would be inhibited.  If
the Company's financing sources were curtailed, the Company could be required to
sell additional  equity,  which would dilute the interests of  shareholders  who
invest in this Offering.  There can be no assurance that the Company could raise
such  additional  equity  capital on acceptable  terms or that other  sufficient
sources of funds will be available to meet its future financing needs.

Interest Rate Risk

         The Company's profitability is largely determined by the difference, or
"spread,"  between the effective  rate of interest paid on the loans acquired by
the Company and the  Company's  cost of funds under its Credit  Facilities or in
securitization transactions. Amounts financed under certain of the Company's new
Credit  Facilities  bear interest at variable rates that are subject to frequent
adjustment to reflect prevailing rates for short-term  borrowings.  The interest
rate paid to third-party investors in securitization  transactions is a function
of prevailing market rates for comparable  transactions and the general interest
rate environment. Because the auto loans purchased by the Company are fixed-rate
loans, the Company bears the risk of  interest-rate  increases during the period
from the monthly posting of loan rates to the date of the  securitization of the
loans made at those rates. The Company employs a hedging strategy that is

<PAGE>

intended to minimize this risk which  generally  involves the short sale of U.S.
Treasury securities. There can be no assurance, however, that this strategy will
consistently or completely offset adverse interest-rate movements during periods
when the Company holds loans in its portfolio pending securitization or that the
Company will not sustain losses on hedging  transactions.  The Company's hedging
strategy requires estimates by management of monthly loan acquisition volume. If
such estimates were materially inaccurate, the Company's Gains on Sales of Loans
and results of operations could be adversely affected. Due to compression of the
gross and net spread on the loans securitized and a mismatch in volume estimates
of related hedging transactions, the Company recognized losses on securitization
transactions in the third and fourth quarters of fiscal 1994.

         As a  result  of the  Company's  strategy  of  responding  promptly  to
increases  in market  interest  rates,  it may raise rates more quickly than its
competition.  To the extent dealers direct loans to financing sources that offer
lower rates than the Company offers, the Company's loan acquisition  volumes may
be reduced.  This  reduction can result in lower market share during  periods of
rising interest rates and may adversely affect results of operations.

Default and Prepayment Risk

         A portion  of the loans  acquired  by the  Company  may  default  or be
subject to certain claims or defenses that automobile  buyers may assert against
automobile dealers.  The Company bears the primary risk of losses resulting from
defaults.  In the event of default, the collateral value of the car securing the
loan may not cover the  outstanding  loan  balance  and costs of  recovery.  The
Company's  strategy of making larger advances based on the credit quality of the
borrower  rather than the value of  collateral  may expose the Company to larger
losses on loans in the event of default.  The Company  expects to  experience  a
higher default rate on loans acquired  through the Company's  Non-prime  lending
program than it has  historically  experienced  with  respect to loans  acquired
through  the  Company's  Prime  lending  program.  There  is no  assurance  that
additional losses due to default on Non-prime loans will be offset by the higher
interest  rates  charged on such loans.  Under the terms of its Prime  Warehouse
Facility and Non-prime Facility,  the Company will not be able to borrow against
defaulted loans. The Company's  allowance for credit losses on loans reflects an
estimate of credit losses on loans the Company owns. The Company does not have a
default history for loans acquired through its Non-prime lending program. If the
Company were to underestimate  the allowance for credit losses for its Non-prime
loans,  the Company would have to recognize  losses which would adversely affect
the Company's results of operations.

         In addition,  the Company is subject to certain loan prepayment  risks.
Prepayments  reduce the size of the servicing  portfolio,  thereby  reducing the
Company's  servicing  income.  Prepayments  also  may  increase  defaults  as  a
percentage of the remaining loans in the Company's portfolio.

         The  Gain on Sale of  Loans  in  connection  with  each  securitization
transaction and the amount of Excess  Servicing  recognized in each  transaction
reflect  deductions  for  estimates  of future  defaults  and  prepayments.  The
carrying  value of Excess  Servicing  may be  adjusted  periodically  to reflect
differences  between  estimated and actual credit losses and prepayments on past
securitizations. The Company's results of operations would be adversely affected
if  default  or  prepayment  rates on  securitized  loans  substantially  exceed
anticipated levels.

Variable Quarterly Earnings

         Several factors affecting the Company's  business can cause significant
variations in its quarterly results of operations. In particular,  variations in
the volume of the Company's loan  acquisitions,  the spreads between the average
rate of purchased loans and the Certificate rate of securitizations,  as well as
the timing and size of  securitization  transactions,  can result in significant
increases or decreases in the Company's net earnings from quarter to quarter.

New Status as Independent Entity and Additional Expenses

         Prior to the Spin-off,  the Company benefited from the support of Union
Federal,  including its provision of financing.  After the Spin-off,  because of
regulatory  requirements,  Union Federal and its  affiliates  no longer  provide
funding  to the  Company  or  provide  guarantees  or  credit  support  for  new
obligations of the Company.  Without the support of Union Federal, the Company's
access to funding sources is based on its own financial  condition and operating
results,  and its cost of funds may be greater  than that which  would have been
available  through Union  Federal.  Other  historical  expenses of Union Federal
allocated  to the Company may not reflect  actual  expenses of the Company as an
independent  entity.  Accordingly,  the historical  results of operations of the
Company may not be indicative of the Company's future financial performance.

<PAGE>


Risks of Geographic Expansion

         The Company has pursued a strategy of expanding  its  operations to new
markets  within the United States as a means of profitably  increasing  its loan
volume and related  interest and  servicing fee income.  The Company  intends to
continue this  expansion  strategy.  The  Company's  success in new markets will
depend upon its ability to attract  dealerships and purchase loans profitably in
the context of each new market's regulatory and competitive  environment.  There
can be no assurance  that the Company will be able to continue to implement  its
business strategy successfully in other markets.

Risks of New Finance Products

         The Company has initiated a "Non-prime"  indirect automobile  financing
business  for  borrowers  with lower  quality  credit than its Prime  borrowers.
Non-prime  lending  involves  risks that  differ  from those  inherent  in Prime
lending  upon  which the  Company  has  historically  concentrated.  Lending  to
borrowers  with lower quality  credit  generally  involves  higher  average loan
default rates than is generally  experienced in lending to borrowers with higher
quality credit, as well as higher average interest rates on loans payable by the
borrower. In the Non-prime lending business, the Company competes in a different
market segment than that in which it has  historically  competed and will likely
compete in such business  more  directly with finance  companies and to a lesser
degree with local banks. The Company continues to consider offering  alternative
consumer finance products. The Company is considering plans to offer credit card
loans,  automobile leasing and potentially home equity lending.  There can be no
assurance that the Company's  Non-prime lending operations or any other consumer
financing  products that the Company may offer in the future will be profitable.
The  offering  of new  consumer  finance  products  could  adversely  affect the
Company's results of operations.

Dependence on Automobile Loans

         The Company currently purchases and services only automobile loans. The
Company's  growth and  profitability  will depend  significantly  upon demand by
consumers in the Company's markets for financing in connection with new and used
auto purchases and their ability to qualify for such financing.  Such demand can
be affected by general trends in the economy, including fluctuations in interest
rates and inflation.

Competition

         Competition  in the  field  of  financing  retail  automobile  sales is
intense.  The auto finance market is highly fragmented and historically has been
serviced  by a variety of  financial  entities  including  the  captive  finance
affiliates  of major  automotive  manufacturers,  banks,  savings  associations,
independent  finance  companies,  credit unions and leasing  companies.  Many of
these competitors have greater financial resources than the Company and may have
a  significantly  lower  cost  of  funds.  Many of such  competitors  also  have
long-standing  relationships  with  automobile  dealers and may offer dealers or
their  customers  other  forms of  financing  or  services  not  provided by the
Company.  The Company's ability to compete successfully depends largely upon its
relationships  with dealers and the willingness of dealers to offer loans to the
Company for purchase. There can be no assurance that the Company will be able to
continue to compete successfully in the markets it serves.

Regulation

         The  Company's  business  is  subject  to  numerous  federal  and state
consumer protection laws and regulations, which, among other things: (i) require
the Company to obtain and maintain  certain  licenses and  qualifications;  (ii)
limit the  interest  rates,  fees and other  charges  the  Company is allowed to
charge; (iii) limit or prescribe certain other terms of the Company's contracts;
(iv)  require  specified  disclosures;  and (v) define the  Company's  rights to
repossess and sell  collateral.  Changes in existing laws or regulations,  or in
the  interpretation  thereof,  or the  promulgation  of any  additional  laws or
regulations could have an adverse effect on the Company's business.

Control of the Company

         Mr.  Waterfield and the 16 other existing  shareholders of UHC own 100%
of the Class B Common Stock,  which represents 70% of the equity interest of the
Company and enables such holders to cast approximately 92% of the votes eligible
to be cast in respect of the election of directors. Consequently, the holders of
shares of Class B Common  Stock have the ability to control the  election of the
entire Board of  Directors.  The shares of Class B Common Stock may convert into
Class A  Common  Stock on a  share-for-share  basis  in the  future  if they are
transferred.  Approximately  83% of  the  Class  B  Common  Stock,  representing
approximately  58% of the Common Stock, or approximately 76% of the voting power
of Common Stock outstanding  after the Offering,  is held in the Voting Trust of
which Mr. Waterfield is trustee. Mr. Waterfield's control of the voting power of
such stock enables him to control the election of the entire Board of Directors


<PAGE>

and to cause the  adoption  of any  shareholder  proposal  favored by the Voting
Trust. Additionally,  up to 400,000 shares of Class A Common Stock were reserved
for sale to certain  employees,  officers and  directors  of the Company,  Union
Federal and its affiliates ("Company Offerees") in the Offering.

Shares Eligible for Future Sale

         The Company has  approximately 4,011,358 shares of Class A Common Stock
and 9,200,000 shares of Class B Common Stock outstanding. All of the shares sold
in the Offering are freely tradeable without restriction or further registration
under the Securities Act of 1933 (the "Securities  Act"),  unless acquired by an
affiliate of the  Company,  in which case those shares are subject to the resale
limitations of Rule 144 under the  Securities  Act. The shares of Class B Common
Stock distributed to existing  shareholders of UHC in the Spin-off may be deemed
"restricted  securities" as defined in Rule 144 under the Securities Act. If so,
they may not be resold in the absence of  registration  under the Securities Act
unless sold pursuant to an exemption from such  registration,  such as Rule 144.
All holders of Class B Common  Stock have agreed not to dispose of their  shares
of Class B  Common  Stock  acquired  in the  Spin-off  for two  years  following
consummation  of the  Spin-off.  In addition,  the Company,  its  directors  and
executive  officers  and certain  shareholders  of UHC,  who  collectively  hold
approximately  88% of the  Class B Common  Stock and  approximately  0.2% of the
Class A Common  Stock,  have  agreed  not to offer,  sell,  contract  to sell or
otherwise  dispose of any shares of Common  Stock for a period of 180 days after
the  consummation  of the Offering  without the prior written consent of Salomon
Brothers  Inc. No prediction  can be made as to the effect,  if any, that future
sales of shares of Class A Common Stock  (including  Class A Common Stock issued
on conversion of Class B Common Stock) or the  availability of shares of Class A
Common  Stock for future  sales  will have on the market  price of the shares of
Class A Common Stock prevailing from time to time.

Anti-Takeover Effect of Capital Structure; Provisions of Charter and Indiana Law

         The ability of the holders of the Class B Common  Stock to elect all of
the members of the Board of Directors may have the effect of discouraging offers
to acquire  the  Company.  In  addition,  certain  provisions  of the  Company's
articles of  incorporation  and by-laws and Indiana law may make  acquisition of
control of the  Company  more  difficult  or  expensive  in the absence of prior
approval by the Board of  Directors.  The Board of  Directors is  authorized  to
issue shares of preferred stock from time to time with rights and preferences as
may be determined by the Board of Directors without  shareholder  approval.  The
Indiana  Business   Corporation  Law  contains  certain   provisions  which,  if
applicable at the time of the  transaction,  could  restrict the  acquisition of
control of the Company.

                                 USE OF PROCEEDS

         The Company  will not receive any  proceeds  from the offer and sale of
shares of Class A Common Stock by selling  securitity  holders  pursuant to this
Prospectus.


                         DETERMINATION OF OFFERING PRICE

         Shares of Class A Common Stock offered pursuant to this Prospectus will
be sold by certain  affiliates  of the  Company on the open  market from time to
time as determined by market conditions.


                 SELLING SECURITY HOLDERS; PLAN OF DISTRIBUTION

     The shares of Class A Common Stock offered  pursuant to this Prospectus are
being sold by certain  affiliates  of the  Company,  including  directors of the
Company  who have  acquired,  or will  acquire,  such  shares  under  the  Union
Acceptance Corporation 1994 Incentive Stock Plan. Such sales will be effected on
the open market from time to time as determined by market conditions. Resales of
shares of the Class A Common  Stock by such  persons may also be made under Rule
144 under the Securities Act.


                                  LEGAL MATTERS

         The valid issuance of the shares of Class A Common Stock offered hereby
and certain  other legal matters will be passed upon for the Company by Barnes &
Thornburg, Indianapolis, Indiana.


<PAGE>


                                     EXPERTS

         The combined balance sheets of the Company (UAC and  subsidiaries,  and
the Union  Division  combined),  as of June 30,  1995 and 1994,  and the related
combined  statements  of  earnings  and cash  flows for each of the years in the
three-year  period ended June 30, 1995,  have been examined by KPMG Peat Marwick
LLP,  independent  certified public accountants.  Such financial statements have
been  included  herein and in the  Registration  Statement in reliance  upon the
reports with respect  thereto of KPMG Peat Marwick LLP,  appearing  herein,  and
upon the authority of said firm as experts in accounting and auditing.


                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The following  documents  are hereby  incorporated  by reference  into this
Prospectus:

         (1)      The annual  report on Form 10-K of the  Company for the fiscal
                  year ended June 30, 1995;

         (2)      All other reports filed pursuant to Section 13 or 15(d) of the
                  Securities  Exchange  Act of  1934  (the  "1934  Act")  by the
                  Company since June 30, 1995; and

         (3)      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.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections  l3(a),  13(c),  l4, and l5(d) of the 1934 Act prior to the
termination  of the offering,  shall be deemed to be  incorporated  by reference
into this Prospectus.


<PAGE>
                                    GLOSSARY

Asset-backed   Securities  --  A  general  reference  to  securities,   such  as
Certificates,  that are backed by financial assets,  such as automobile loans or
leases, credit card or trade receivables, home equity loans or equipment.

Business  Transfer  -- The  transfer  of  certain  assets  related  to the Union
Division from Union Federal to the Company and the assumption of certain related
liabilities by the Company.

Credit Facilities -- Certain external financing  arrangements  negotiated by the
Company with independent financial  institutions or investors to be available to
the Company following  completion of the Offering,  consisting of a $350 million
Warehouse  facility  (the  "Prime  Warehouse  Facility")  to fund the  Company's
primary loan  acquisitions and $108 million in Senior Notes due 2002. The Credit
Facilities  are also  expected  to  include a $50  million  Non-prime  Warehouse
facility (the "Non-prime  Facility") to fund loan  acquisitions  through its new
Non-prime lending program,

Credit  Scoring  -- The  process  of  utilizing  standard  models  in  the  loan
origination  process to evaluate an  applicant's  credit profile to arrive at an
estimate  of the  associated  credit  risk based on  statistical  evaluation  of
several  common  characteristics  that  bear  on  credit  worthiness  and  their
correlation with credit risk.

Dealer Premium -- The amount paid to the dealer for the purchase of a loan above
the principal amount financed.  In states other than Ohio, the Dealer Premium is
based  upon the  finance  charge  that  would  be paid on the loan if it  earned
interest at a rate equal to the  difference  between the  contract  rate and the
Company's  periodically  published buy rate.  The  difference in rates  averages
approximately  2%. Dealer  Premiums paid to Ohio dealers in the form of referral
fees are  calculated  as the product of the  principal  amount of the loan and a
periodically  adjusted  referral rate set forth on the Company's rate sheets for
loans with similar terms, note rate and age of collateral. All or a portion of a
Dealer Premium may be paid in advance at the time the loan is acquired,  subject
to being  charged back against the dealer if that loan prepays or defaults.  The
Dealer  Premium  is  generally  advanced  to the  dealer in the month  following
purchase of the loan, creating the Dealer Premium asset. An amortized portion of
such advance,  depending on the dealer agreement, is recoverable from the dealer
if the loan is prepaid or  defaults.  When loans are sold,  the  related  Dealer
Premium is expensed and a Dealer Premium  rebate asset is  established  equal to
the estimated  amount  recoverable from dealers due to prepayments and defaults.
Actual rebate experience is analyzed by the Company on a monthly basis.

Excess  Servicing  -- The  present  value of Future  Servicing  Cash Flows to be
distributed to the Company by a Securitization trust as determined in accordance
with  Statement of Financial  Accounting  Standards  No. 65 ("SFAS 65").  Excess
Servicing  represents the present value of Future Servicing Cash Flows earned on
each trust as determined in accordance with SFAS 65. Future Servicing Cash Flows
represent  the  difference  between  the  coupon  rate  on  the  loans  and  the
pass-through rate to the investors in the securitized pool in excess of a normal
servicing fee of one percent and any other  continuing  costs such as trustee or
letter of credit fees. To determine Excess Servicing,  the Future Servicing Cash
flows are first  estimated  using an assumed rate of prepayment that is intended
to be  conservative  relative to historical  experience and then discounted at a
market rate  commensurate with the risk associated with this type of investment.
Excess  Servicing  is  then  reduced  by a  credit  loss  provision  based  upon
historical  experience and deemed  adequate to cover net losses over the life of
the trust. The loss provision is calculated  using a discount rate  commensurate
with a risk-free  investment  of similar  maturity in  accordance  with Emerging
Issues Task Force announcement 92-2. Excess Servicing is subsequently  amortized
against  servicing  income on a  level-yield  basis.  Periodically  the  Company
reviews the assumptions  utilized in determining  Excess  Servicing.  Should the
present value of Future Servicing Cash Flows prove to be insufficient to recover
the capitalized amount, a charge to servicing income would be made in accordance
with SFAS 65. To date the Company has not recorded any such charges.

Future  Servicing Cash Flows -- The  difference  between the coupon rate paid on
securitized  loans  and  the  sum of  the  yield  to  certificate  holders  of a
securitized  loan pool, a one percent annual servicing fee and other expenses of
the Securitization trust.

Gain on Sale of Loans -- The Gain on Sale of Loans is equal to Excess  Servicing
less any difference between the aggregate principal balance of loans and the net
proceeds from the securitization and the prepaid Dealer Premium (after reduction
for future  Dealer  Premium  rebates),  adjusted  by the gain or loss on related
hedging  transactions.  The  securitizations are usually sold at or close to the
principal  balance of the loans included  therein.  The costs of  securitization
consist of issuance expenses and the underwriter's discount.

Non-prime Facility -- See definition of Credit Facilities, above.

Non-prime lending -- The Company's practice of acquiring loans made to borrowers
who generally  would not be eligible for credit under Prime  lending.  Loans are
acquired from automotive  dealers under a dealer agreement that provides for the
acquisition of loans at par without provision for payment of any Dealer Premium.
A Non-prime  borrower may have had some credit problems in his or her past which
have been resolved and a payment  history has been  reestablished.  To finance a
new or late-model  used car, the  Non-prime  borrower may not qualify for a loan
from a captive finance subsidiary, but may access credit through non-traditional
finance sources.


<PAGE>

Prime  lending -- The Company's  practice of acquiring  loans made to borrowers,
generally with high quality credit,  through an automotive dealer under a dealer
agreement that provides for the  acquisition of loans at par plus the payment of
a Dealer Premium to the dealer. A Prime borrower has a credit history with no or
few minor defaults and can finance a new car purchase  through a bank, a captive
finance  subsidiary  of an automobile  manufacturer  or an  independent  finance
company that focuses on Prime credit.

Prime Warehouse Facility -- See definition of Credit Facilities, above.

Securitization  -- The process  through  which loans and other  receivables  are
pooled and sold to a trust which issues Certificates to investors.

Senior Notes -- Unsecured Senior Notes of the Company in the original  aggregate
principal  amount of $108  million  due 2002,  to be  issued by the  Company  in
connection with the Spin-off and the Offering.

Spin-off -- The pro rata  distribution of the 9,200,000 shares of Class B Common
Stock currently held by Union Federal to UHC and from UHC to the shareholders of
UHC, immediately prior to consummation of the Offering.

Spread Account -- A cash collateral  account or spread account maintained by the
trustee of a  securitization  trust into which Future  Servicing  Cash Flows are
deposited  initially,  to  protect  Certificate  holders  (and any  provider  of
third-party credit enhancement) against credit losses. The terms of the account,
which vary with each  securitization,  state a maximum  balance,  expressed as a
percentage of the original  principal balance.  Generally,  the initial required
cash balance in the account (an amount less than the minimum  balance) is funded
by the Company from the  securitization  proceeds.  Excess  Servicing cash flows
from the pool of loans,  net of credit  losses,  are credited to the account and
retained  until the account  balance  reaches the maximum  balance.  The Company
accrues these cash flows as servicing  income and establishes the Spread Account
on the balance sheet.  Once the maximum  balance is attained,  excess  servicing
cash flows and any surplus in the Spread  Account are  remitted to the  Company.
Should  the  interest  and  principal  collected  by the  trust be less than the
required payments to the Certificate  holders,  the shortfall is funded from the
Spread  Account and Future  Servicing  Cash Flows are retained until the maximum
balance is  reestablished.  Any remaining  Spread Account balance is released to
the Company upon termination of the securitization.  There is no recourse to the
Company  for loan  losses  beyond the  balance in the Spread  Account and Future
Servicing Cash Flows from the trust.

Union  Division -- The  indirect  automobile  lending  business  conducted  as a
division of Union Federal through fiscal 1994.

Voting Trust -- Voting Trust Agreement among Richard D. Waterfield,  as trustee,
and certain existing shareholders of Union Holding Company, Inc., dated June 10,
1994.

Warehouse -- A method whereby loans are financed by financial  institutions on a
short-term basis. In a Warehouse arrangement, loans are accumulated or pooled on
a daily or less  frequent  basis and  assigned  or  pledged  as  collateral  for
short-term borrowings until they are sold in a Securitization.


<PAGE>
                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

     Document(s)  containing  information  specified  by  Part I of the  form of
Registration Statement Form S-8 promulgated under the Securities Act of 1933, as
amended (the "1933  Act"),  will be sent or given to  participants  in the Union
Acceptance  Corporation  Incentive Stock Plan (the "Plan"), as specified in Rule
428(b)(1)   promulgated  by  the  Securities   and  Exchange   Commission   (the
"Commission")  under the 1933 Act. Such document(s) are not being filed with the
Commission but constitute  (along with the documents  incorporated  by reference
into  this  Form  S-8  Registration  Statement  (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  are hereby  incorporated  by reference  into this
Prospectus:

         (1)      The annual report on Form 10-K of Union Acceptance Corporation
                  (the "Registrant") for the fiscal year ended June 30, 1995;

         (2)      All other reports filed pursuant to Section 13 or 15(d) of the
                  Securities  Exchange  Act of  1934  (the  "1934  Act")  by the
                  Registrant since June 30, 1995; and

         (3)      The  description  of  the  capital  stock  of  the  Registrant
                  contained in the Registrant'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.

     All documents  subsequently  filed by the  Registrant  with the  Commission
pursuant to Sections  l3(a),  13(c),  l4, and l5(d) of the 1934 Act prior to the
termination  of the offering,  shall be deemed to be  incorporated  by reference
into this Prospectus.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 21 of the Indiana Business Corporation Law, as amended (the "Act"),
grants  to  each  Indiana  corporation  broad  powers  to  indemnify  directors,
officers,  employees or agents against expenses incurred in certain  proceedings
if the  conduct in  question  was found to be in good  faith and was  reasonably
believed to be in the  corporation's  best  interests.  This  statute  provides,
however,  that this indemnification  should not be deemed exclusive of any other
indemnification  rights  provided  by the  articles of  incorporation,  by-laws,
resolution  or other  authorization  adopted  by a  majority  vote of the voting
shares then issued and outstanding. Section 8.05 of Article VIII, and Article IX
of the Amended and Restated Articles of Incorporation of the Registrant state as
follows:

                                   "ARTICLE 8

Section 8.05.

                  Limitation of Liability and Reliance on Corporate  Records and
                  Other Information.

                  Clause 8.051. General Limitation.  No Director,  member of any
              committee  of the  Board of  Directors,  or of  another  committee
              appointed  by  the  Board,  Officer,  employee  or  agent  of  the
              Corporation  ("Corporate  Person") shall be liable for any loss or
              damage if, in taking or omitting to take any action  causing  such
              loss or damage, either (1) such Corporate Person acted (A) in good
              faith,  (B) with the care an ordinarily  prudent  person in a like
              position would have exercised under similar circumstances, and (C)
              in a manner such Corporate Person reasonably  believed was in the 

<PAGE>


             best interests of the Corporation,  or (2) such Corporate  Person's
             breach of or failure to act in  accordance  with the  standards  of
             conduct  set forth in Clause  8.051(1)  above  (the  "Standards  of
             Conduct") did not constitute willful misconduct or recklessness.

                  Clause  8.052.   Reliance  on  Corporate   Records  and  Other
              Information.  Any Corporate Person shall be fully  protected,  and
              shall be deemed to have complied with the Standards of Conduct, in
              relying in good faith,  with respect to any information  contained
              therein,  upon  (1) the  Corporate  Records,  or (2)  information,
              opinions,  reports or statements  (including  financial statements
              and other financial data) prepared or presented by (A) one or more
              other  Corporate  Persons whom such  Corporate  Person  reasonably
              believes  to be  competent  in the  matters  presented,  (B) legal
              counsel,  public  accountants  or other persons as to matters that
              such Corporate Person reasonably believes are within such person's
              professional or expert competence, (C) a committee of the Board of
              Directors or other committee  appointed by the Board of Directors,
              of which such Corporate Person is not a member,  if such Corporate
              Person  reasonably   believes  such  committee  of  the  Board  of
              Directors or such appointed  committee merits  confidence,  or (D)
              the Board of Directors, if such Corporate Person is not a Director
              and reasonably believes that the Board merits confidence."


                                   "ARTICLE 9



              Indemnification

                  Section 9.01.  General.  The Corporation shall, to the fullest
              extent to which it is  empowered to do so by the Act, or any other
              applicable  laws,  as from time to time in effect,  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,  by reason of the
              fact that he is or was a Director,  Officer,  employee or agent of
              the Corporation,  or who, while serving as such Director, Officer,
              employee  or agent of the  Corporation,  is or was  serving at the
              request  of  the  Corporation  as a  director,  officer,  partner,
              trustee,  employee or agent of another  corporation,  partnership,
              joint venture,  trust,  employee benefit plan or other enterprise,
              whether for profit or not,  against  expenses  (including  counsel
              fees),  judgments,  settlements,  penalties  and fines  (including
              excise  taxes  assessed  with respect to employee  benefit  plans)
              actually or  reasonably  incurred by him in  accordance  with such
              action,  suit or  proceeding,  if he 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  Corporation,
              and in all other cases,  was not opposed to the best  interests of
              the  Corporation,  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  termination  of any action,  suit or proceeding by
              judgment,  order, settlement or conviction, or upon a plea of nolo
              contendere  or its  equivalent,  shall not,  of  itself,  create a
              presumption  that the person did not meet the prescribed  standard
              of conduct.

               Section 9.02.  Authorization  of  Indemnification.  To the extent
          that a Director,  Officer,  employee or agent of the  Corporation  has
          been  successful,  on the merits or  otherwise,  in the defense of any
          action,  suit  or  proceeding  referred  to in  Section  9.01  of this
          Article, or in the defense of any claim, issue or matter therein,  the
          Corporation  shall indemnify such person against  expenses  (including
          counsel  fees)  actually  and  reasonably  incurred  by such person in
          connection therewith.  Any other indemnification under Section 9.01 of
          this  Article  (unless  ordered  by a  court)  shall  be  made  by the
          Corporation   only  as  authorized  in  the  specific  case,   upon  a
          determination that indemnification of the Director,  Officer, employee
          or agent is  permissible in the  circumstances  because he has met the
          applicable  standard of conduct.  Such determination shall be made (1)
          by the Board of Directors by a majority vote of a quorum consisting of
          Directors  who were not at the time  parties to such  action,  suit or
          proceeding;  or (2) if a quorum cannot be obtained  under  subdivision
          (1), by a majority vote of a committee duly designated by the Board of
          Directors (in which designation

<PAGE>

                
              Directors who are parties may  participate),  consisting solely of
              two or more Directors not at the time parties to such action, suit
              or proceeding;  or (3) by special legal  counsel:  (A) selected by
              the Board of Directors or its  committee in the manner  prescribed
              in  subdivision  (1) or (2),  or (B) if a quorum  of the  Board of
              Directors cannot be obtained under subdivision (1) and a committee
              cannot be designated under subdivision (2), selected by a majority
              vote of the full Board of Directors (in which selection  Directors
              who are parties may participate); or (4) by the Shareholders,  but
              shares owned by or voted under the control of Directors who are at
              the time parties to such  action,  suit or  proceeding  may not be
              voted on the determination.

                  Authorization   of   indemnification   and  evaluation  as  to
              reasonableness of expenses shall be made in the same manner as the
              determination that indemnification is permissible,  except that if
              the determination is made by special legal counsel,  authorization
              of indemnification and evaluation as to reasonableness of expenses
              shall be made by those  entitled  under  subsection  (3) to select
              counsel.

                  Section  9.03.  Good  Faith  Defined.   For  purposes  of  any
              determination under Section 9.01 of this Article 9, a person shall
              be deemed to have  acted in good faith and to have  otherwise  met
              the  applicable  standard of conduct set forth in Section  9.01 if
              his  action  is  based  on  information,   opinions,  reports,  or
              statements,  including  financial  statements and other  financial
              data,  if prepared  or  presented  by (1) one or more  Officers or
              employees  of  the  Corporation  or  another  enterprise  whom  he
              reasonably  believes to be reliable  and  competent in the matters
              presented;  (2) legal counsel,  public accountants,  appraisers or
              other persons as to matters he reasonably  believes are within the
              person's professional or expert competence;  or (3) a committee of
              the Board of Directors of the Corporation or another enterprise of
              which the  person is not a member if he  reasonably  believes  the
              committee merits confidence. The term "another enterprise" as used
              in this  Section  9.03  shall  mean any other  corporation  or any
              partnership,  joint venture, trust, employee benefit plan or other
              enterprise  of which such  person is or was serving at the request
              of the  Corporation  as a  director,  officer,  partner,  trustee,
              employee or agent.  The  provisions of this Section 9.03 shall not
              be deemed to be exclusive or to limit in any way the circumstances
              in  which  a  person  may be  deemed  to have  met the  applicable
              standards of conduct set forth in Section 9.01 of this Article 9.

                  Section  9.04.  Payment  of  Expenses  in  Advance.   Expenses
              incurred in connection with any civil or criminal action,  suit or
              proceeding  shall be paid for or reimbursed by the  Corporation in
              advance  of  the  final  disposition  of  such  action,   suit  or
              proceeding,  as authorized in the specific case in the same manner
              described  in  Section  9.02 of this  Article,  upon  receipt of a
              written affirmation of the Director,  Officer, employee or agent's
              good  faith  belief  that  he has  met  the  standard  of  conduct
              described  in Section  9.01 of this  Article and upon receipt of a
              written  undertaking  by or on  behalf of the  Director,  Officer,
              employee or agent to repay such amount if it shall  ultimately  be
              determined  that he did not meet the standard of conduct set forth
              in this Article 9, and a determination is made that the facts then
              known  to  those  making  the  determination  would  not  preclude
              indemnification under this Article 9.

                  Section 9.05.  Provisions Not Exclusive.  The  indemnification
              provided  by this  Article  shall not be deemed  exclusive  of any
              other  rights  to which a person  seeking  indemnification  may be
              entitled   under   these   Amended   and   Restated   Articles  of
              Incorporation,  the Corporation's Code of By-Laws,  any resolution
              of  the   Board  of   Directors   or   Shareholders,   any   other
              authorization,  whenever adopted, after notice, by a majority vote
              of all Voting Stock then outstanding,  or any contract, both as to
              action  in his  official  capacity  and as to  action  in  another
              capacity  while  holding such office,  and shall  continue as to a
              person  who has  ceased to be a  Director,  Officer,  employee  or
              agent, and shall inure to the benefit of the heirs,  executors and
              administrators of such a person.

                  Section 9.06.  Vested Right to  Indemnification.  The right of
              any individual to indemnification under this Article shall vest at
              the  time  of  occurrence  or  performance  of any  event,  act or
              omission  giving rise to any  action,  suit or  proceeding  of the
              nature  referred to in Section  9.01 of this  Article 9 and,  once
              vested, shall not later be impaired as a result of any

<PAGE>


              amendment,  repeal, alteration or other modification of any or all
              of  these   provisions.   Notwithstanding   the   foregoing,   the
              indemnification afforded under this Article shall be applicable to
              all alleged  prior acts or  omissions  of any  individual  seeking
              indemnification  hereunder,  regardless  of  the  fact  that  such
              alleged acts or omissions may have occurred  prior to the adoption
              of this Article. To the extent such prior acts or omissions cannot
              be  deemed  to be  covered  by this  Article  9, the  right of any
              individual   to   indemnification   shall  be   governed   by  the
              indemnification  provisions  in effect  at the time of such  prior
              acts or omissions.

                  Section  9.07.  Insurance.  The  Corporation  may purchase and
              maintain  insurance  on  behalf  of  any  person  who  is or was a
              Director, Officer, employee or agent of the Corporation, or who is
              or was  serving at the request of the  Corporation  as a director,
              officer,   partner,   trustee,   employee   or  agent  of  another
              corporation,  partnership,  joint venture, trust, employee benefit
              plan or other enterprise,  against any liability  asserted against
              or incurred by the individual in that capacity or arising from the
              individual's  status as a  Director,  Officer,  employee or agent,
              whether or not the  Corporation  would have power to indemnify the
              individual against the same liability under this Article.

                  Section  9.08.  Additional  Definitions.  For purposes of this
              Article,  "serving an employee  benefit plan at the request of the
              Corporation"  shall  include any  service as a Director,  Officer,
              employee or agent of the  Corporation  which imposes duties on, or
              involves services by such Director,  Officer,  employee,  or agent
              with respect to an employee  benefit plan,  its  participants,  or
              beneficiaries. A person who acted in good faith and in a manner he
              reasonably   believed  to  be  in  the  best   interests   of  the
              participants  and  beneficiaries of an employee benefit plan shall
              be  deemed  to have  acted in a manner  "not  opposed  to the best
              interest of the Corporation" referred to in this Article.

                  For purposes of this Article,  "party" includes any individual
              who is or was a plaintiff,  defendant or respondent in any action,
              suit  or  proceeding,  or who is  threatened  to be  made a  named
              defendant or respondent in any action, suit or proceeding.

                  For purposes of this Article,  "official  capacity," when used
              with  respect to a Director,  shall mean the office of director of
              the Corporation; and when used with respect to an individual other
              than a Director,  shall mean the office in the Corporation held by
              the Officer or the employment or agency relationship undertaken by
              the employee or agent on behalf of the Corporation.

                  "Official  capacity"  does not  include  service for any other
              foreign or domestic corporation or any partnership, joint venture,
              trust,  employee  benefit plan, or other  enterprise,  whether for
              profit or not.

                  Section 9.09.  Payments a Business Expense.  Any payments made
              to any  indemnified  party  under this  Article or under any other
              right to  indemnification  shall be deemed to be an  ordinary  and
              necessary business expense of the Corporation, and payment thereof
              shall not subject any person  responsible for the payment,  or the
              Board of Directors,  to any action for  corporate  waste or to any
              similar action."

Item 7.  Exemption from Registration Claimed.

         An aggregate of 11,358  shares of Class A Common Stock have  heretofore
been granted pursuant to formula bonus  provisions to non-employee  directors of
the   Registrant.   Such  shares  were  granted   without  the  payment  of  any
consideration  and did not involve  any sale  requiring  registration  under the
Securities Act of 1933, as amended.

Item 8.  Exhibits.

         The exhibits  furnished with this 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 1933 Act; (ii) to reflect in the  prospectus any facts or events
arising  after the  effective  date of the  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 the
Registration  Statement;  (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the Registration


<PAGE>


Statement  or any  material  change  to  such  information  in the  Registration
Statement; provided, however, that clauses (a)(1)(i) and (a)(1)(ii) do not apply
if the  information  required to be included in a  post-effective  amendment  by
those clauses is contained in periodic reports filed by the Registrant  pursuant
to Section 13 or 15(d) of the 1934 Act that are incorporated by reference in the
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  that remain
unsold at the termination of the offering.

     (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 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 1933 Act
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 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.

<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,  and the  State of  Indiana,  on this
6th day of August, 1996.


                                       UNION ACCEPTANCE CORPORATION


                                       By: /s/ John M. Stainbrook
                                           -------------------------------------
                                           John M. Stainbrook
                                             President

     Each person whose signature  appears below hereby  constitutes and appoints
Jerry D. Von  Deylen,  and John M.  Stainbrook,  and each of them,  his true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution  for  him  and in his  name,  place  and  stead,  in any  and all
capacities, to sign any and all amendments (including post-effective amendments)
to this  Registration  Statement  on Form  S-8 and to file  the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission under the Securities Act of 1933.

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

       Signature                            Title              Date
       ------------------------------------------------------------------------
(1)    Principal Executive Officer:


       /s/ John M. Stainbrook           President         )
       -------------------------                          )
       John M. Stainbrook                                 )
                                                          )
                                                          )
(2)    Principal Financial and                            )
       Accounting Officer:                                )
                                                          )
                                                          )
       /s/ Rick A. Brown                Treasurer and     )  August 6, 1996
       -------------------------        Chief Financial   )
       Rick A. Brown                    Officer           )
                                                          )
                                                          )
(3)    A Majority of the Board                            )
       of Directors:                                      )
                                                          )
                                                          )
       /s/ Howard L. Chapman            Director          )
       -------------------------                          )
       Howard L. Chapman                                  )
                                                          )
                                                          )
                                                          )
                                                          )
       /s/ John M. Davis                Director          )
       -------------------------                          )
       John M. Davis                                      )

<PAGE>

       Signature                            Title                    Date
       -------------------------------------------------------------------------
                                                          )
                                                          )
       /s/ Fred M. Fehsenfeld           Director          )
       -------------------------                          )
       Fred M. Fehsenfeld, Jr.                            )
                                                          )
                                                          )
       /s/ Donald A. Sheman             Director          )
       -------------------------                          )
       Donald A. Sherman                                  )
                                                          )
                                                          )
       /s/ John M. Stainbrook           Director          )
       -------------------------                          )
       John M. Stainbrook                                 )   August 6, 1996
                                                          )
                                                          )
       /s/ Jerry D. Von Deylen          Director          )
       -------------------------                          )
       Jerry D. Von Deylen                                )
                                                          )
                                                          )
       /s/ Richard D. Waterfield        Director          )
       -------------------------                          )
       Richard D. Waterfield                              )
                                                          )
                                                          )
       /s/ Thomas M. West               Director          )
       -------------------------                          )
       Thomas M. West                                     )

<PAGE>

                                INDEX TO EXHIBITS
                                                                      Page No.
                                                                        In
                                                                       This
Exhibit No.                   Description                             Filing
- -----------     -------------------------------------------           ------- 
 3.1            Articles of Incorporation of the Registrant              *
                are incorporated by reference to Exhibit 3(1) 
                to the Registrant's Registration Statement 
                on Form S-1 (Registration No. 33-82254), 
                which was filed with the Commission on
                August 1, 1994.
                
 3.2            By-Laws of the Registrant are incorporated               *
                by reference to Exhibit 3(2)              
                of the Registrant's Registration Statement on 
                Form S-1 (Registration No. 33-82254).
                
 5              Opinion of Barnes & Thornburg as to the 
                legality of the securities being registered.
                
10              Union Acceptance Corporation 1994                        *
                Incentive Stock Plan, incorporated by            
                reference to Exhibit 10.24 of the Registrant's 
                Registration Statement on
                Form S-1 (Registration No. 33-82254).
                
23.1            Consent of KPMG Peat Marwick, LLP
                
23.2            Consent of Barnes & Thornburg 
                (included as part of Exhibit 5).
                
24              Power of Attorney (set forth on page 
                S-1 of this Registration Statement).
                
- ----------
(*)  Previously  filed with the SEC and incorporated by reference into this
     Registration Statement.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT FOR UNION ACCEPTANCE CORP.", "secsgml_size_bytes": 86824}]
{"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": "333-09717", "film-number": "96605294"}, "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"}}
As filed with the Securities and Exchange Commission on August 7, 1996
================================================================================
                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    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.)

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

             UNION ACCEPTANCE CORPORATION 1994 INCENTIVE STOCK PLAN
                            (Full title of the plan)

                                    Copy to:
             Rick A. Brown                                Eric R. Moy, Esq.
     Union Acceptance Corporation                        Barnes & Thornburg
      250 North Shadeland Avenue                    1313 Merchants Bank Building
      Indianapolis, Indiana 46219                       11 S. Meridian Street
(Name and address of agent for service)              Indianapolis, Indiana 46204

Telephone number, of agent for service:
            (317) 231-6400

Approximate  date of commencement  of proposed sale to the public:  From time to
time after the effective  date of this  Registration  Statement as determined by
market conditions.

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                    Proposed      Proposed
 Title of                            maximum       maximum         Amount
securities           Amount         offering      aggregate          of
   to be              to be         price per     offering      registration
 registered      registered (1)     share(2)       price(2)         fee
- --------------------------------------------------------------------------------
Class A
Common Stock,
without par value   500,000         $15.35      $7,676,712.50      $2,647.14
================================================================================

(1)    Any additional shares of Class A 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.

(2)    Estimated  solely  to  determine  the  registration  fee and based on the
       option price of stock options  already  granted under the Plan and on the
       average  of the  high and low  sales  prices  per share of Class A Common
       Stock of Union Acceptance Corporation on August 5, 1996, as to shares not
       yet subject to options  granted  under the Plan,  pursuant to Rule 457(c)
       and (h).

                               Page 1 of ___ Pages
                            Exhibit Index on Page E-1
CROSS REFERENCE SHEET

     Name and Caption in Form S-8                 Caption in Reoffer Prospectus*

 1.  Forepart of the Registration Statement
     and Outside Front Cover Page of
     Prospectus.................................  Front Cover Page of
                                                    Registration Statement;
                                                    Outside Front Cover
                                                    Page of Prospectus

 2.  Inside Front and Outside
     Back Cover Pages of Prospectus.............  Inside Front Page Prospectus

  3. Summary Information, Risk Factors
     and Ratio of Earnings to Fixed Charges.....  Prospectus Summary;
                                                    Risk Factors

  4. Use of Proceeds............................  Use of Proceeds

  5. Determination of Offering Price............  Determination of Offering
     Price

  6. Dilution...................................  ***

  7. Selling Security Holders...................  Selling Security Holders;
                                                     Plan of Distribution

  8. Plan of Distribution.......................  Selling Security Holders;
                                                  Plan of Distribution

  9. Description of Securities
          to Be Registered......................  **

 10. Interests of Named Experts and Counsel.....  Legal Matters; Experts

 11. Material Changes...........................  ***

 12. Incorporation of Certain ..................  Incorporation of Certain
     Information by Reference                     Information by Reference

 13. Disclosure of Commission
     Position on Indemnification for
     Securities Act Liabilities.................  See page S-5
- ----------
*    Note: the Prospectus filed with this  Registration  Statement is a "reoffer
     prospectus"  prepared in accordance with the requirements of Part I of S-3,
     pursuant to General Instruction C of Form S-8.

**   Incorporated by reference

***  Not applicable
Reoffer Prospectus

                                                                 [UAC LOGO HERE]

Up to 500,000 Shares

Union Acceptance Corporation
Class A Common Stock
(without par value)

The  shares  of  Class  A  Common  Stock  covered  by  this  reoffer  prospectus
("Prospectus")  are being sold by certain  affiliates of the  registrant,  Union
Acceptance  Corporation  (the  "Company"),  which  shares  have  been or will be
acquired  by the  selling  security  holders  pursuant  to the Union  Acceptance
Corporation  1994 Incentive Stock Plan.  Resales of shares of the Class A Common
Stock by such  affiliates  may also be made under Rule 144 under the  Securities
Act of 1933, as amended (the "Securities Act").

The Company completed its initial public offering of the Class A Common Stock on
August 7, 1995 (the "Offering").  Prior to the Business  Transfer,  the Spin-off
(as such terms are  defined  in the  Glossary)  and the  Offering,  the  Company
operated as a division  (and from April 1994 as a  subsidiary)  of Union Federal
Savings Bank of  Indianapolis  ("Union  Federal"),  which is  controlled  by Mr.
Richard D. Waterfield and members of his family.  The Company has two classes of
Common Stock:  Class A Common  Stock,  shares of which are offered  hereby,  and
Class B Common Stock.  In the election of  directors,  holders of Class A Common
Stock are  entitled to one vote per share,  and holders of Class B Common  Stock
are entitled to five votes per share. The shareholders of Union Federal's parent
corporation,  Union Holding Company,  Inc.  ("UHC"),  own all of the outstanding
shares of Class B Common Stock, which represent  approximately 70% of the equity
interest  in  the  Company.   However,  the  Class  B  Common  Stock  represents
approximately 92% of the votes eligible to be cast in respect of the election of
directors.

Approximately 83% of the Class B Common Stock, representing approximately 58% of
the outstanding Common Stock, is held in a voting trust (the "Voting Trust"), of
which Mr.  Waterfield  is trustee.  The Class B Common  Stock held in the Voting
Trust represents approximately 76% of the voting power of the outstanding Common
Stock.  Such voting power enables Mr.  Waterfield to control the election of the
entire board of directors and to cause the adoption of any shareholder  proposal
favored by the Voting Trust. A share of Class B Common Stock generally  converts
on transfer to a share of Class A Common Stock.

The Class A Common  Stock is listed for  trading on The  Nasdaq  Stock  Market's
National  Market under the symbol "UACA." The Class B Common Stock is not listed
for trading.

See "Risk  Factors " on page 5 hereof for a  discussion  of certain risk factors
that should be considered by prospective purchasers of the Class A Common Stock.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this Prospectus is ______________ ___, 1996.
ADDITIONAL INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports and other information with the Securities and Exchange  Commission
(the  "Commission").  The Company has filed with the  Commission a  Registration
Statement (the "Registration Statement"), of which this Prospectus is a part, on
Form S-8 under  the  Securities  Act with  respect  to the Class A Common  Stock
offered  hereby.  This Prospectus does not contain all the information set forth
in the Registration  Statement and the exhibits  relating  thereto.  For further
information  with respect to the Company and the Class A Common Stock offered by
this Prospectus,  reference is made to such Registration Statement and exhibits.
Statements   contained  herein   concerning  the  provisions  of  documents  are
necessarily summaries of such documents,  and each statement is qualified in its
entirety by  reference  to the copy of the  applicable  document  filed with the
Commission. Such information,  and the reports, proxy and information statements
and other information filed by the Company with the Commission, can be inspected
and copied at the office of the Commission at Room 1024,  Judiciary  Plaza,  450
Fifth Street, N.W., Washington,  D.C. 20549, and at its regional offices located
at Citicorp  Center,  500 West Madison  Street,  Suite 1400,  Chicago,  Illinois
60661-2511  and at Seven World Trade  Center,  13th  Floor,  New York,  New York
10048.  Copies of such material may also be obtained  from the Public  Reference
Section of the Commission at 450 Fifth Street, N.W., Washington,  D.C. 20549, at
prescribed  rates. The Commission also maintains a Web site on the Internet that
contains  reports,  proxy  and  information  statements  and  other  information
regarding  registrants that file electronically  with the Commission,  including
the Company. The address of such site is:  http://www.sec.gov.  In addition, the
Company  intends to furnish  its  shareholders  with annual  reports  containing
consolidated  financial statements certified by an independent public accounting
firm.

         The Class A Common  Stock is listed for  trading  on the  Nasdaq  Stock
Market's  National  Market  under the  symbol  "UACA,"  and  reports,  proxy and
information  statements  and other  information  concerning  the  Company can be
inspected at such exchange.

                     INCORPORATION OF DOCUMENTS BY REFERENCE

         With  respect  to  any  document  incorporated  by  reference  in  this
Prospectus but not delivered herewith, the Company undertakes to provide without
charge to each person,  including a beneficial  owner, to whom this Propectus is
delivered, upon written or oral request of such person, a copy of any and all of
the information  that has been  incorporated by reference  herein (not including
exhibits to such information unless such exhibits are specifically  incorporated
by reference  into such  information).  Such  requests may be addressed to Union
Acceptance Corporation, 250 North Shadeland Avenue, Indianapolis, Indiana 46219;
(317) 231-6400. See "Incorporation of Certain Information by Reference."

                                TABLE OF CONTENTS
                                                                          Page
Additional Information....................................................  2
Incorporation of Documents by Reference...................................  2
Prospectus Summary........................................................  3
Risk Factors..............................................................  5
Use of Proceeds...........................................................  8
Determination of Offering Price...........................................  8
Selling Security Holders; Plan of Distribution............................  8
Legal Matters.............................................................  8
Experts...................................................................  9
Incorporation of Certain Information by Reference.........................  9
Glossary.................................................................. 10
PROSPECTUS SUMMARY

     Unless otherwise indicated, references to the "Company" through fiscal 1994
refer to the conduct by Union Federal of the business of its indirect automobile
lending division (also referred to as the "Union  Division").  References to the
"Company"  after such date refer to the  conduct  of the  business  by the Union
Division and Union Acceptance Corporation ("UAC") and subsidiaries as a combined
business.  References to the "Company" following consummation of the spin-off by
Union Federal of the Company refer to UAC and subsidiaries.  Certain capitalized
terms are defined in the Glossary.  Investors  are referred to a more  extensive
discussion  of  the  following   issues  summary   contained  in  the  documents
incorporated in this Prospectus by reference.

                                   The Company

     Union  Acceptance  Corporation is a specialized  finance company engaged in
acquiring and servicing automobile retail installment sales contracts originated
by dealerships affiliated with major domestic and foreign manufacturers. Through
the use of  state-of-the-art  technology  for  underwriting  and  servicing  and
disciplined credit standards, the Company focuses its efforts on acquiring loans
on late model used and, to a lesser extent,  new automobiles  made to purchasers
who exhibit a  favorable  credit  profile  ("Prime  lending,"  as defined in the
Glossary).  The Company commenced  business in 1986 and currently acquires loans
from over 2,000 manufacturer-franchised auto dealerships nationwide.

     The Company  seeks to be a premier  provider of automobile  financing  that
differentiates  itself from more traditional sources of automobile  financing by
its product  focus and emphasis on dealer  service,  flexible  financing  terms,
consistent underwriting standards, efficient centralized operations and advanced
systems. Key elements of the Company's strategy are:

     o Product Focus -- The Company  targets what it believes to be  underserved
elements of the Prime lending  market.  In  particular,  the Company  focuses on
providing  loans  through  financings  for late  model used car  purchasers  and
through offering long-term loans for new car purchasers.

     o Superior  Service and Flexible  Loan Terms -- While the Company  seeks to
offer financing  rates that are competitive in each of its markets,  the Company
seeks to compete  primarily  on the basis of dealer  service and  flexible  loan
terms. Many of the Company's credit buyers have had substantial prior experience
in new and used car financing or sales which enhances their  relationships  with
dealers  and  their  knowledge  of  dealer  financing  practices.   The  Company
emphasizes  prompt  responses to loan  applications  and  maintains  evening and
weekend hours which coincide with auto dealers' busiest  periods.  The Company's
emphasis on the credit  quality of  borrowers  allows it to offer more  flexible
financing terms than many of its competitors,  including  longer-term loans with
lower monthly  payments,  or larger loan amounts  relative to  collateral  value
based on Credit Scoring risk models.

     o  Consistent  Underwriting  Standards  --  Through  training,  proprietary
technology and consistent management  oversight,  the Company seeks to instill a
disciplined approach to credit throughout the entire organization. Credit buyers
participate in a rigorous  training process before  receiving  authority to make
independent  purchasing  decisions.  The Company  utilizes  computerized  Credit
Scoring  which helps ensure the  uniformity  and  consistency  of the  Company's
underwriting policies.

     o Efficient,  Centralized  Operations -- The Company has achieved  enhanced
productivity   through  its  customized  computer  systems  that  integrate  the
origination,  servicing and collection processes.  Centralized operations at the
Company's  Indianapolis  headquarters  facilitate  a consistent  application  of
credit standards and enhance its ability to control costs while offering prompt,
efficient service. The Company's centralized  operations have also allowed it to
enter and exit markets while incurring relatively minor incremental costs.

     o Liquidity through  Securitization  -- The Company generates  earnings and
cash flow  primarily  through the  purchase  and  subsequent  securitization  of
automobile loans. Such securitization transactions are designed to provide funds
for the purchase of additional  auto loans,  to reduce the risk of interest rate
fluctuations and to utilize capital  efficiently.  In each  securitization,  the
Company sells  automobile  loans to a trust which, in turn,  sells  Asset-backed
Securities to investors.  The Company earns servicing fees from the trust in the
amount of 1.00% per annum, paid monthly, on the outstanding principal balance of
loans securitized.  In addition,  the Company generally recognizes a gain on the
sale of loans to the trust and, over time,  receives cash distributions from the
trust  resulting  from the  difference  between the interest  received  from the
obligors on the loans and the interest  paid to  investors  in the  Asset-backed
Securities,  net of losses and expenses  (including  servicing  fees paid to the
Company).

         The Company's  primary  growth  strategy is to expand,  on a controlled
basis,  into  metropolitan  areas with  demographic,  regulatory and competitive
conditions which the Company believes are favorable. The Company believes that
its  centralized  operations  allow it to expand  into new  markets  rapidly and
efficiently.  In addition,  the Company has a lending  program known as the "PAC
Program"  which is  designed  to enhance  the  Company's  profitability  through
selective  lending to borrowers  whose credit  history  would not permit them to
qualify  for a loan  under  the  Company's  Prime  lending  program  ("Non-prime
lending,"  as defined in the  Glossary).  Through the PAC  Program,  the Company
purchases  Non-prime  loans  at face  value  at an  appropriate  interest  rate,
generally  in the range of 6% to 8% above the rate at which it  purchases  Prime
loans.

         Union Federal entered the indirect automobile finance business in 1986.
The Company was  incorporated  in Indiana in December  1993 as a  subsidiary  of
Union  Federal,  which  is a  wholly-owned  subsidiary  of  UHC.  The  Company's
headquarters are located at 250 North Shadeland  Avenue,  Indianapolis,  Indiana
46219, and its telephone number is (317) 231-6400.

                                  The Spin-off

     The Company's  indirect  automobile  finance  business was conducted by the
Union  Division as an  unincorporated  division of Union Federal  through fiscal
1994.  During  fiscal  1995,  the majority of the  operations  and assets of the
Company were  transferred  from Union Federal to UAC and its  subsidiaries  (the
"Business  Transfer"),  although  its  business  continued  to  be  operated  in
combination  with the  Union  Division.  The  Business  Transfer  was  completed
immediately  upon  consummation of the Offering.  Since such time, the Company's
business has been conducted solely by UAC and its subsidiaries.

     Union Federal is a wholly-owned subsidiary of UHC. Immediately prior to the
consummation of the Offering,  9,200,000  shares of the Company's Class B Common
Stock, representing all of the issued and outstanding stock of the Company, were
distributed to the shareholders of UHC in a tax-free  spin-off (the "Spin-off").
Upon completion of the Spin-off and the Offering,  the Company's operations were
separated  from  those of Union  Federal,  except  that the  Company's  Chairman
continues to serve as an executive  officer and director of Union  Federal,  UHC
and certain  affiliates.  Union Federal  effected the Business  Transfer and the
Spin-off to realize  certain cost savings and in response to federal  regulatory
provisions  (particularly  risk-based capital requirements and "qualified thrift
lender"  standards),  that require it to hold high levels of capital to maintain
compliance with regulatory  capital  requirements,  constraining  its ability to
expand the Company's business.  Due to the manner in which the Business Transfer
and  Spin-off   were   required  to  be  effected  to  comply  with   regulatory
requirements,  the Company had no equity or retained earnings after the Offering
other than the net  proceeds of the  Offering.  No cash was  distributed  to the
shareholders of UHC in the Spin-off or as a result of the Offering.

     After  completion  of  the  Spin-off  and  the  Offering,  Mr.  Richard  D.
Waterfield  and eight other  shareholders  of UHC own  approximately  83% of the
Class  B  Common  Stock  outstanding  (representing  approximately  58%  of  the
Company's  outstanding  Common Stock),  which is held in a Voting Trust of which
Mr.  Waterfield  serves as the  trustee.  The Class B Common  Stock  held by the
Voting Trust represents approximately 76% of the voting power of the outstanding
Common Stock, which enables Mr. Waterfield to control the election of the entire
board of directors  of the Company and to cause the adoption of any  shareholder
proposal  favored by the Voting Trust.  In order to ensure  compliance  with the
terms of an Internal  Revenue  Service  ruling  obtained in connection  with the
Business Transfer and the Spin-off, the holders of the Class B Common Stock must
retain at least 80% of the voting  power  represented  by the  Company's  Common
Stock.  Such  holders who are parties to the Voting Trust have agreed to certain
restrictions  on their ability to transfer such stock for a period of two years,
and other holders of Class B Common Stock have agreed to such  restrictions with
the  Company.  Additionally,  up to 400,000  shares of Class A Common Stock were
reserved for sale to certain  employees,  officers and directors of the Company,
Union Federal and its affiliates ("Company Offerees") in the Offering.
RISK FACTORS

         In addition to the other information in this Prospectus,  the following
risk  factors  should  be  considered  carefully  by  prospective  investors  in
evaluating an investment in the Class A Common Stock.

Dependence on Credit Facilities,  Securitization Transactions and Potential Need
for Additional Capital

         Dependence on Credit Facilities. Prior to the Offering, the Company was
substantially  dependent  upon Union  Federal to provide  short-term  funding to
finance (i) the  purchase of loans prior to the time they were  securitized  and
(ii) the payment of Dealer  Premiums.  The cash advanced for Dealer  Premiums is
not recovered when a loan is  securitized  but is recovered over the life of the
loan.  Since the  consummation  of the Offering,  Union Federal has not provided
such  funding  to the  Company,  and the  Company is  dependent  upon its Credit
Facilities  to  provide  necessary  funding.  The  Company  has a  $350  million
Prime-lending Warehouse facility (the "Prime Warehouse Facility") which provides
short-term loan acquisition  funding between  securitization  transactions.  The
Company also has a similar $50 million Warehouse  facility to provide short-term
funding for Non-prime loan acquisitions (the "Non-prime Facility"). In addition,
the Company issued $110 million in Senior Notes  concurrently with the Offering.
The Company's access to financing under the Credit  Facilities is dependent upon
its  compliance  with  the  terms  and  conditions  thereof,   including  timely
completion  of  securitizations.  The  availability  of additional or substitute
credit  facilities is dependent  upon,  among other things,  the  willingness of
financial institutions to fund automobile financing businesses generally and the
Company's  financial  condition and results of  operations.  If the Company were
unable to satisfy the conditions of its Credit Facilities,  its operations could
be materially adversely affected.

         Dependence on  Securitizations.  The Company relies  significantly on a
strategy  of  periodically   selling   automobile  loans  through   asset-backed
securitizations.  Proceeds  from  securitizations  will  be  utilized  to  repay
borrowings under the Credit Facilities, thereby making such facilities available
to acquire  additional  loans. If the Company fails to complete a securitization
of Prime loans each sixteen  weeks,  the amount of funding  available  under the
Prime Warehouse Facility is reduced from 98% to 95% of the outstanding principal
balance of eligible loans and the term of certain  interest rate hedges required
thereby is required  to be  extended to a minimum of six months.  If the Company
fails to complete a  securitization  of Prime  loans for six  months,  the Prime
Warehouse Facility may be terminated. The Company expects to securitize pools of
its Non-prime loans from time to time. The Company has not securitized Non-prime
loans  to  date,  and  there  is no  assurance  that it will be able to do so on
favorable  terms. The Non-prime  Facility  provides that a failure to complete a
securitization  of  Non-prime  loans for six months may result in the  Non-prime
Facility  being  terminated.  A number of external  factors affect the Company's
ability to access the securities market. Such factors,  including  conditions in
the securities  markets  generally,  conditions in the  Asset-backed  Securities
market and approvals by other parties to the securitization, could substantially
delay  a  securitization.   Additionally,  gains  from  the  sale  of  loans  in
securitizations  can  represent  a  significant  portion  of the  Company's  net
earnings.  If the  Company  were  unable  to  securitize  loans  in a  financial
reporting  period,  the  Company  could  incur a  significant  decline  in total
revenues and net earnings for such period.  Furthermore,  as described below, an
unanticipated delay in completion of a securitization may also increase interest
rate risk.

         Potential Need for Additional  Capital.  The Company's continued growth
(including the development of its Non-prime  lending business) will be dependent
upon its  ability  to  continue  to  effect  securitization  transactions  or to
establish alternative long-term financing  arrangements and to obtain sufficient
financing  under  interim  credit  facilities  upon  acceptable  terms.  If  the
Company's  growth  exceeds  anticipated  levels,  the Company may be required to
effect loan securitizations more rapidly or obtain additional interim funding or
equity.  If the Company were unable to do so, its growth would be inhibited.  If
the Company's financing sources were curtailed, the Company could be required to
sell additional  equity,  which would dilute the interests of  shareholders  who
invest in this Offering.  There can be no assurance that the Company could raise
such  additional  equity  capital on acceptable  terms or that other  sufficient
sources of funds will be available to meet its future financing needs.

Interest Rate Risk

         The Company's profitability is largely determined by the difference, or
"spread,"  between the effective  rate of interest paid on the loans acquired by
the Company and the  Company's  cost of funds under its Credit  Facilities or in
securitization transactions. Amounts financed under certain of the Company's new
Credit  Facilities  bear interest at variable rates that are subject to frequent
adjustment to reflect prevailing rates for short-term  borrowings.  The interest
rate paid to third-party investors in securitization  transactions is a function
of prevailing market rates for comparable  transactions and the general interest
rate environment. Because the auto loans purchased by the Company are fixed-rate
loans, the Company bears the risk of  interest-rate  increases during the period
from the monthly posting of loan rates to the date of the  securitization of the
loans made at those rates. The Company employs a hedging strategy that is
intended to minimize this risk which  generally  involves the short sale of U.S.
Treasury securities. There can be no assurance, however, that this strategy will
consistently or completely offset adverse interest-rate movements during periods
when the Company holds loans in its portfolio pending securitization or that the
Company will not sustain losses on hedging  transactions.  The Company's hedging
strategy requires estimates by management of monthly loan acquisition volume. If
such estimates were materially inaccurate, the Company's Gains on Sales of Loans
and results of operations could be adversely affected. Due to compression of the
gross and net spread on the loans securitized and a mismatch in volume estimates
of related hedging transactions, the Company recognized losses on securitization
transactions in the third and fourth quarters of fiscal 1994.

         As a  result  of the  Company's  strategy  of  responding  promptly  to
increases  in market  interest  rates,  it may raise rates more quickly than its
competition.  To the extent dealers direct loans to financing sources that offer
lower rates than the Company offers, the Company's loan acquisition  volumes may
be reduced.  This  reduction can result in lower market share during  periods of
rising interest rates and may adversely affect results of operations.

Default and Prepayment Risk

         A portion  of the loans  acquired  by the  Company  may  default  or be
subject to certain claims or defenses that automobile  buyers may assert against
automobile dealers.  The Company bears the primary risk of losses resulting from
defaults.  In the event of default, the collateral value of the car securing the
loan may not cover the  outstanding  loan  balance  and costs of  recovery.  The
Company's  strategy of making larger advances based on the credit quality of the
borrower  rather than the value of  collateral  may expose the Company to larger
losses on loans in the event of default.  The Company  expects to  experience  a
higher default rate on loans acquired  through the Company's  Non-prime  lending
program than it has  historically  experienced  with  respect to loans  acquired
through  the  Company's  Prime  lending  program.  There  is no  assurance  that
additional losses due to default on Non-prime loans will be offset by the higher
interest  rates  charged on such loans.  Under the terms of its Prime  Warehouse
Facility and Non-prime Facility,  the Company will not be able to borrow against
defaulted loans. The Company's  allowance for credit losses on loans reflects an
estimate of credit losses on loans the Company owns. The Company does not have a
default history for loans acquired through its Non-prime lending program. If the
Company were to underestimate  the allowance for credit losses for its Non-prime
loans,  the Company would have to recognize  losses which would adversely affect
the Company's results of operations.

         In addition,  the Company is subject to certain loan prepayment  risks.
Prepayments  reduce the size of the servicing  portfolio,  thereby  reducing the
Company's  servicing  income.  Prepayments  also  may  increase  defaults  as  a
percentage of the remaining loans in the Company's portfolio.

         The  Gain on Sale of  Loans  in  connection  with  each  securitization
transaction and the amount of Excess  Servicing  recognized in each  transaction
reflect  deductions  for  estimates  of future  defaults  and  prepayments.  The
carrying  value of Excess  Servicing  may be  adjusted  periodically  to reflect
differences  between  estimated and actual credit losses and prepayments on past
securitizations. The Company's results of operations would be adversely affected
if  default  or  prepayment  rates on  securitized  loans  substantially  exceed
anticipated levels.

Variable Quarterly Earnings

         Several factors affecting the Company's  business can cause significant
variations in its quarterly results of operations. In particular,  variations in
the volume of the Company's loan  acquisitions,  the spreads between the average
rate of purchased loans and the Certificate rate of securitizations,  as well as
the timing and size of  securitization  transactions,  can result in significant
increases or decreases in the Company's net earnings from quarter to quarter.

New Status as Independent Entity and Additional Expenses

         Prior to the Spin-off,  the Company benefited from the support of Union
Federal,  including its provision of financing.  After the Spin-off,  because of
regulatory  requirements,  Union Federal and its  affiliates  no longer  provide
funding  to the  Company  or  provide  guarantees  or  credit  support  for  new
obligations of the Company.  Without the support of Union Federal, the Company's
access to funding sources is based on its own financial  condition and operating
results,  and its cost of funds may be greater  than that which  would have been
available  through Union  Federal.  Other  historical  expenses of Union Federal
allocated  to the Company may not reflect  actual  expenses of the Company as an
independent  entity.  Accordingly,  the historical  results of operations of the
Company may not be indicative of the Company's future financial performance.
Risks of Geographic Expansion

         The Company has pursued a strategy of expanding  its  operations to new
markets  within the United States as a means of profitably  increasing  its loan
volume and related  interest and  servicing fee income.  The Company  intends to
continue this  expansion  strategy.  The  Company's  success in new markets will
depend upon its ability to attract  dealerships and purchase loans profitably in
the context of each new market's regulatory and competitive  environment.  There
can be no assurance  that the Company will be able to continue to implement  its
business strategy successfully in other markets.

Risks of New Finance Products

         The Company has initiated a "Non-prime"  indirect automobile  financing
business  for  borrowers  with lower  quality  credit than its Prime  borrowers.
Non-prime  lending  involves  risks that  differ  from those  inherent  in Prime
lending  upon  which the  Company  has  historically  concentrated.  Lending  to
borrowers  with lower quality  credit  generally  involves  higher  average loan
default rates than is generally  experienced in lending to borrowers with higher
quality credit, as well as higher average interest rates on loans payable by the
borrower. In the Non-prime lending business, the Company competes in a different
market segment than that in which it has  historically  competed and will likely
compete in such business  more  directly with finance  companies and to a lesser
degree with local banks. The Company continues to consider offering  alternative
consumer finance products. The Company is considering plans to offer credit card
loans,  automobile leasing and potentially home equity lending.  There can be no
assurance that the Company's  Non-prime lending operations or any other consumer
financing  products that the Company may offer in the future will be profitable.
The  offering  of new  consumer  finance  products  could  adversely  affect the
Company's results of operations.

Dependence on Automobile Loans

         The Company currently purchases and services only automobile loans. The
Company's  growth and  profitability  will depend  significantly  upon demand by
consumers in the Company's markets for financing in connection with new and used
auto purchases and their ability to qualify for such financing.  Such demand can
be affected by general trends in the economy, including fluctuations in interest
rates and inflation.

Competition

         Competition  in the  field  of  financing  retail  automobile  sales is
intense.  The auto finance market is highly fragmented and historically has been
serviced  by a variety of  financial  entities  including  the  captive  finance
affiliates  of major  automotive  manufacturers,  banks,  savings  associations,
independent  finance  companies,  credit unions and leasing  companies.  Many of
these competitors have greater financial resources than the Company and may have
a  significantly  lower  cost  of  funds.  Many of such  competitors  also  have
long-standing  relationships  with  automobile  dealers and may offer dealers or
their  customers  other  forms of  financing  or  services  not  provided by the
Company.  The Company's ability to compete successfully depends largely upon its
relationships  with dealers and the willingness of dealers to offer loans to the
Company for purchase. There can be no assurance that the Company will be able to
continue to compete successfully in the markets it serves.

Regulation

         The  Company's  business  is  subject  to  numerous  federal  and state
consumer protection laws and regulations, which, among other things: (i) require
the Company to obtain and maintain  certain  licenses and  qualifications;  (ii)
limit the  interest  rates,  fees and other  charges  the  Company is allowed to
charge; (iii) limit or prescribe certain other terms of the Company's contracts;
(iv)  require  specified  disclosures;  and (v) define the  Company's  rights to
repossess and sell  collateral.  Changes in existing laws or regulations,  or in
the  interpretation  thereof,  or the  promulgation  of any  additional  laws or
regulations could have an adverse effect on the Company's business.

Control of the Company

         Mr.  Waterfield and the 16 other existing  shareholders of UHC own 100%
of the Class B Common Stock,  which represents 70% of the equity interest of the
Company and enables such holders to cast approximately 92% of the votes eligible
to be cast in respect of the election of directors. Consequently, the holders of
shares of Class B Common  Stock have the ability to control the  election of the
entire Board of  Directors.  The shares of Class B Common Stock may convert into
Class A  Common  Stock on a  share-for-share  basis  in the  future  if they are
transferred.  Approximately  83% of  the  Class  B  Common  Stock,  representing
approximately  58% of the Common Stock, or approximately 76% of the voting power
of Common Stock outstanding  after the Offering,  is held in the Voting Trust of
which Mr. Waterfield is trustee. Mr. Waterfield's control of the voting power of
such stock enables him to control the election of the entire Board of Directors
and to cause the  adoption  of any  shareholder  proposal  favored by the Voting
Trust. Additionally,  up to 400,000 shares of Class A Common Stock were reserved
for sale to certain  employees,  officers and  directors  of the Company,  Union
Federal and its affiliates ("Company Offerees") in the Offering.

Shares Eligible for Future Sale

         The Company has  approximately 4,011,358 shares of Class A Common Stock
and 9,200,000 shares of Class B Common Stock outstanding. All of the shares sold
in the Offering are freely tradeable without restriction or further registration
under the Securities Act of 1933 (the "Securities  Act"),  unless acquired by an
affiliate of the  Company,  in which case those shares are subject to the resale
limitations of Rule 144 under the  Securities  Act. The shares of Class B Common
Stock distributed to existing  shareholders of UHC in the Spin-off may be deemed
"restricted  securities" as defined in Rule 144 under the Securities Act. If so,
they may not be resold in the absence of  registration  under the Securities Act
unless sold pursuant to an exemption from such  registration,  such as Rule 144.
All holders of Class B Common  Stock have agreed not to dispose of their  shares
of Class B  Common  Stock  acquired  in the  Spin-off  for two  years  following
consummation  of the  Spin-off.  In addition,  the Company,  its  directors  and
executive  officers  and certain  shareholders  of UHC,  who  collectively  hold
approximately  88% of the  Class B Common  Stock and  approximately  0.2% of the
Class A Common  Stock,  have  agreed  not to offer,  sell,  contract  to sell or
otherwise  dispose of any shares of Common  Stock for a period of 180 days after
the  consummation  of the Offering  without the prior written consent of Salomon
Brothers  Inc. No prediction  can be made as to the effect,  if any, that future
sales of shares of Class A Common Stock  (including  Class A Common Stock issued
on conversion of Class B Common Stock) or the  availability of shares of Class A
Common  Stock for future  sales  will have on the market  price of the shares of
Class A Common Stock prevailing from time to time.

Anti-Takeover Effect of Capital Structure; Provisions of Charter and Indiana Law

         The ability of the holders of the Class B Common  Stock to elect all of
the members of the Board of Directors may have the effect of discouraging offers
to acquire  the  Company.  In  addition,  certain  provisions  of the  Company's
articles of  incorporation  and by-laws and Indiana law may make  acquisition of
control of the  Company  more  difficult  or  expensive  in the absence of prior
approval by the Board of  Directors.  The Board of  Directors is  authorized  to
issue shares of preferred stock from time to time with rights and preferences as
may be determined by the Board of Directors without  shareholder  approval.  The
Indiana  Business   Corporation  Law  contains  certain   provisions  which,  if
applicable at the time of the  transaction,  could  restrict the  acquisition of
control of the Company.

                                 USE OF PROCEEDS

         The Company  will not receive any  proceeds  from the offer and sale of
shares of Class A Common Stock by selling  securitity  holders  pursuant to this
Prospectus.

                         DETERMINATION OF OFFERING PRICE

         Shares of Class A Common Stock offered pursuant to this Prospectus will
be sold by certain  affiliates  of the  Company on the open  market from time to
time as determined by market conditions.

                 SELLING SECURITY HOLDERS; PLAN OF DISTRIBUTION

     The shares of Class A Common Stock offered  pursuant to this Prospectus are
being sold by certain  affiliates  of the  Company,  including  directors of the
Company  who have  acquired,  or will  acquire,  such  shares  under  the  Union
Acceptance Corporation 1994 Incentive Stock Plan. Such sales will be effected on
the open market from time to time as determined by market conditions. Resales of
shares of the Class A Common  Stock by such  persons may also be made under Rule
144 under the Securities Act.

                                  LEGAL MATTERS

         The valid issuance of the shares of Class A Common Stock offered hereby
and certain  other legal matters will be passed upon for the Company by Barnes &
Thornburg, Indianapolis, Indiana.
EXPERTS

         The combined balance sheets of the Company (UAC and  subsidiaries,  and
the Union  Division  combined),  as of June 30,  1995 and 1994,  and the related
combined  statements  of  earnings  and cash  flows for each of the years in the
three-year  period ended June 30, 1995,  have been examined by KPMG Peat Marwick
LLP,  independent  certified public accountants.  Such financial statements have
been  included  herein and in the  Registration  Statement in reliance  upon the
reports with respect  thereto of KPMG Peat Marwick LLP,  appearing  herein,  and
upon the authority of said firm as experts in accounting and auditing.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The following  documents  are hereby  incorporated  by reference  into this
Prospectus:

         (1)      The annual  report on Form 10-K of the  Company for the fiscal
                  year ended June 30, 1995;

         (2)      All other reports filed pursuant to Section 13 or 15(d) of the
                  Securities  Exchange  Act of  1934  (the  "1934  Act")  by the
                  Company since June 30, 1995; and

         (3)      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.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections  l3(a),  13(c),  l4, and l5(d) of the 1934 Act prior to the
termination  of the offering,  shall be deemed to be  incorporated  by reference
into this Prospectus.
GLOSSARY

Asset-backed   Securities  --  A  general  reference  to  securities,   such  as
Certificates,  that are backed by financial assets,  such as automobile loans or
leases, credit card or trade receivables, home equity loans or equipment.

Business  Transfer  -- The  transfer  of  certain  assets  related  to the Union
Division from Union Federal to the Company and the assumption of certain related
liabilities by the Company.

Credit Facilities -- Certain external financing  arrangements  negotiated by the
Company with independent financial  institutions or investors to be available to
the Company following  completion of the Offering,  consisting of a $350 million
Warehouse  facility  (the  "Prime  Warehouse  Facility")  to fund the  Company's
primary loan  acquisitions and $108 million in Senior Notes due 2002. The Credit
Facilities  are also  expected  to  include a $50  million  Non-prime  Warehouse
facility (the "Non-prime  Facility") to fund loan  acquisitions  through its new
Non-prime lending program,

Credit  Scoring  -- The  process  of  utilizing  standard  models  in  the  loan
origination  process to evaluate an  applicant's  credit profile to arrive at an
estimate  of the  associated  credit  risk based on  statistical  evaluation  of
several  common  characteristics  that  bear  on  credit  worthiness  and  their
correlation with credit risk.

Dealer Premium -- The amount paid to the dealer for the purchase of a loan above
the principal amount financed.  In states other than Ohio, the Dealer Premium is
based  upon the  finance  charge  that  would  be paid on the loan if it  earned
interest at a rate equal to the  difference  between the  contract  rate and the
Company's  periodically  published buy rate.  The  difference in rates  averages
approximately  2%. Dealer  Premiums paid to Ohio dealers in the form of referral
fees are  calculated  as the product of the  principal  amount of the loan and a
periodically  adjusted  referral rate set forth on the Company's rate sheets for
loans with similar terms, note rate and age of collateral. All or a portion of a
Dealer Premium may be paid in advance at the time the loan is acquired,  subject
to being  charged back against the dealer if that loan prepays or defaults.  The
Dealer  Premium  is  generally  advanced  to the  dealer in the month  following
purchase of the loan, creating the Dealer Premium asset. An amortized portion of
such advance,  depending on the dealer agreement, is recoverable from the dealer
if the loan is prepaid or  defaults.  When loans are sold,  the  related  Dealer
Premium is expensed and a Dealer Premium  rebate asset is  established  equal to
the estimated  amount  recoverable from dealers due to prepayments and defaults.
Actual rebate experience is analyzed by the Company on a monthly basis.

Excess  Servicing  -- The  present  value of Future  Servicing  Cash Flows to be
distributed to the Company by a Securitization trust as determined in accordance
with  Statement of Financial  Accounting  Standards  No. 65 ("SFAS 65").  Excess
Servicing  represents the present value of Future Servicing Cash Flows earned on
each trust as determined in accordance with SFAS 65. Future Servicing Cash Flows
represent  the  difference  between  the  coupon  rate  on  the  loans  and  the
pass-through rate to the investors in the securitized pool in excess of a normal
servicing fee of one percent and any other  continuing  costs such as trustee or
letter of credit fees. To determine Excess Servicing,  the Future Servicing Cash
flows are first  estimated  using an assumed rate of prepayment that is intended
to be  conservative  relative to historical  experience and then discounted at a
market rate  commensurate with the risk associated with this type of investment.
Excess  Servicing  is  then  reduced  by a  credit  loss  provision  based  upon
historical  experience and deemed  adequate to cover net losses over the life of
the trust. The loss provision is calculated  using a discount rate  commensurate
with a risk-free  investment  of similar  maturity in  accordance  with Emerging
Issues Task Force announcement 92-2. Excess Servicing is subsequently  amortized
against  servicing  income on a  level-yield  basis.  Periodically  the  Company
reviews the assumptions  utilized in determining  Excess  Servicing.  Should the
present value of Future Servicing Cash Flows prove to be insufficient to recover
the capitalized amount, a charge to servicing income would be made in accordance
with SFAS 65. To date the Company has not recorded any such charges.

Future  Servicing Cash Flows -- The  difference  between the coupon rate paid on
securitized  loans  and  the  sum of  the  yield  to  certificate  holders  of a
securitized  loan pool, a one percent annual servicing fee and other expenses of
the Securitization trust.

Gain on Sale of Loans -- The Gain on Sale of Loans is equal to Excess  Servicing
less any difference between the aggregate principal balance of loans and the net
proceeds from the securitization and the prepaid Dealer Premium (after reduction
for future  Dealer  Premium  rebates),  adjusted  by the gain or loss on related
hedging  transactions.  The  securitizations are usually sold at or close to the
principal  balance of the loans included  therein.  The costs of  securitization
consist of issuance expenses and the underwriter's discount.

Non-prime Facility -- See definition of Credit Facilities, above.

Non-prime lending -- The Company's practice of acquiring loans made to borrowers
who generally  would not be eligible for credit under Prime  lending.  Loans are
acquired from automotive  dealers under a dealer agreement that provides for the
acquisition of loans at par without provision for payment of any Dealer Premium.
A Non-prime  borrower may have had some credit problems in his or her past which
have been resolved and a payment  history has been  reestablished.  To finance a
new or late-model  used car, the  Non-prime  borrower may not qualify for a loan
from a captive finance subsidiary, but may access credit through non-traditional
finance sources.
Prime  lending -- The Company's  practice of acquiring  loans made to borrowers,
generally with high quality credit,  through an automotive dealer under a dealer
agreement that provides for the  acquisition of loans at par plus the payment of
a Dealer Premium to the dealer. A Prime borrower has a credit history with no or
few minor defaults and can finance a new car purchase  through a bank, a captive
finance  subsidiary  of an automobile  manufacturer  or an  independent  finance
company that focuses on Prime credit.

Prime Warehouse Facility -- See definition of Credit Facilities, above.

Securitization  -- The process  through  which loans and other  receivables  are
pooled and sold to a trust which issues Certificates to investors.

Senior Notes -- Unsecured Senior Notes of the Company in the original  aggregate
principal  amount of $108  million  due 2002,  to be  issued by the  Company  in
connection with the Spin-off and the Offering.

Spin-off -- The pro rata  distribution of the 9,200,000 shares of Class B Common
Stock currently held by Union Federal to UHC and from UHC to the shareholders of
UHC, immediately prior to consummation of the Offering.

Spread Account -- A cash collateral  account or spread account maintained by the
trustee of a  securitization  trust into which Future  Servicing  Cash Flows are
deposited  initially,  to  protect  Certificate  holders  (and any  provider  of
third-party credit enhancement) against credit losses. The terms of the account,
which vary with each  securitization,  state a maximum  balance,  expressed as a
percentage of the original  principal balance.  Generally,  the initial required
cash balance in the account (an amount less than the minimum  balance) is funded
by the Company from the  securitization  proceeds.  Excess  Servicing cash flows
from the pool of loans,  net of credit  losses,  are credited to the account and
retained  until the account  balance  reaches the maximum  balance.  The Company
accrues these cash flows as servicing  income and establishes the Spread Account
on the balance sheet.  Once the maximum  balance is attained,  excess  servicing
cash flows and any surplus in the Spread  Account are  remitted to the  Company.
Should  the  interest  and  principal  collected  by the  trust be less than the
required payments to the Certificate  holders,  the shortfall is funded from the
Spread  Account and Future  Servicing  Cash Flows are retained until the maximum
balance is  reestablished.  Any remaining  Spread Account balance is released to
the Company upon termination of the securitization.  There is no recourse to the
Company  for loan  losses  beyond the  balance in the Spread  Account and Future
Servicing Cash Flows from the trust.

Union  Division -- The  indirect  automobile  lending  business  conducted  as a
division of Union Federal through fiscal 1994.

Voting Trust -- Voting Trust Agreement among Richard D. Waterfield,  as trustee,
and certain existing shareholders of Union Holding Company, Inc., dated June 10,
1994.

Warehouse -- A method whereby loans are financed by financial  institutions on a
short-term basis. In a Warehouse arrangement, loans are accumulated or pooled on
a daily or less  frequent  basis and  assigned  or  pledged  as  collateral  for
short-term borrowings until they are sold in a Securitization.
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

     Document(s)  containing  information  specified  by  Part I of the  form of
Registration Statement Form S-8 promulgated under the Securities Act of 1933, as
amended (the "1933  Act"),  will be sent or given to  participants  in the Union
Acceptance  Corporation  Incentive Stock Plan (the "Plan"), as specified in Rule
428(b)(1)   promulgated  by  the  Securities   and  Exchange   Commission   (the
"Commission")  under the 1933 Act. Such document(s) are not being filed with the
Commission but constitute  (along with the documents  incorporated  by reference
into  this  Form  S-8  Registration  Statement  (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  are hereby  incorporated  by reference  into this
Prospectus:

         (1)      The annual report on Form 10-K of Union Acceptance Corporation
                  (the "Registrant") for the fiscal year ended June 30, 1995;

         (2)      All other reports filed pursuant to Section 13 or 15(d) of the
                  Securities  Exchange  Act of  1934  (the  "1934  Act")  by the
                  Registrant since June 30, 1995; and

         (3)      The  description  of  the  capital  stock  of  the  Registrant
                  contained in the Registrant'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.

     All documents  subsequently  filed by the  Registrant  with the  Commission
pursuant to Sections  l3(a),  13(c),  l4, and l5(d) of the 1934 Act prior to the
termination  of the offering,  shall be deemed to be  incorporated  by reference
into this Prospectus.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 21 of the Indiana Business Corporation Law, as amended (the "Act"),
grants  to  each  Indiana  corporation  broad  powers  to  indemnify  directors,
officers,  employees or agents against expenses incurred in certain  proceedings
if the  conduct in  question  was found to be in good  faith and was  reasonably
believed to be in the  corporation's  best  interests.  This  statute  provides,
however,  that this indemnification  should not be deemed exclusive of any other
indemnification  rights  provided  by the  articles of  incorporation,  by-laws,
resolution  or other  authorization  adopted  by a  majority  vote of the voting
shares then issued and outstanding. Section 8.05 of Article VIII, and Article IX
of the Amended and Restated Articles of Incorporation of the Registrant state as
follows:

                                   "ARTICLE 8

Section 8.05.

                  Limitation of Liability and Reliance on Corporate  Records and
                  Other Information.

                  Clause 8.051. General Limitation.  No Director,  member of any
              committee  of the  Board of  Directors,  or of  another  committee
              appointed  by  the  Board,  Officer,  employee  or  agent  of  the
              Corporation  ("Corporate  Person") shall be liable for any loss or
              damage if, in taking or omitting to take any action  causing  such
              loss or damage, either (1) such Corporate Person acted (A) in good
              faith,  (B) with the care an ordinarily  prudent  person in a like
              position would have exercised under similar circumstances, and (C)
              in a manner such Corporate Person reasonably  believed was in the
best interests of the Corporation,  or (2) such Corporate  Person's
             breach of or failure to act in  accordance  with the  standards  of
             conduct  set forth in Clause  8.051(1)  above  (the  "Standards  of
             Conduct") did not constitute willful misconduct or recklessness.

                  Clause  8.052.   Reliance  on  Corporate   Records  and  Other
              Information.  Any Corporate Person shall be fully  protected,  and
              shall be deemed to have complied with the Standards of Conduct, in
              relying in good faith,  with respect to any information  contained
              therein,  upon  (1) the  Corporate  Records,  or (2)  information,
              opinions,  reports or statements  (including  financial statements
              and other financial data) prepared or presented by (A) one or more
              other  Corporate  Persons whom such  Corporate  Person  reasonably
              believes  to be  competent  in the  matters  presented,  (B) legal
              counsel,  public  accountants  or other persons as to matters that
              such Corporate Person reasonably believes are within such person's
              professional or expert competence, (C) a committee of the Board of
              Directors or other committee  appointed by the Board of Directors,
              of which such Corporate Person is not a member,  if such Corporate
              Person  reasonably   believes  such  committee  of  the  Board  of
              Directors or such appointed  committee merits  confidence,  or (D)
              the Board of Directors, if such Corporate Person is not a Director
              and reasonably believes that the Board merits confidence."

                                   "ARTICLE 9

              Indemnification

                  Section 9.01.  General.  The Corporation shall, to the fullest
              extent to which it is  empowered to do so by the Act, or any other
              applicable  laws,  as from time to time in effect,  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,  by reason of the
              fact that he is or was a Director,  Officer,  employee or agent of
              the Corporation,  or who, while serving as such Director, Officer,
              employee  or agent of the  Corporation,  is or was  serving at the
              request  of  the  Corporation  as a  director,  officer,  partner,
              trustee,  employee or agent of another  corporation,  partnership,
              joint venture,  trust,  employee benefit plan or other enterprise,
              whether for profit or not,  against  expenses  (including  counsel
              fees),  judgments,  settlements,  penalties  and fines  (including
              excise  taxes  assessed  with respect to employee  benefit  plans)
              actually or  reasonably  incurred by him in  accordance  with such
              action,  suit or  proceeding,  if he 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  Corporation,
              and in all other cases,  was not opposed to the best  interests of
              the  Corporation,  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  termination  of any action,  suit or proceeding by
              judgment,  order, settlement or conviction, or upon a plea of nolo
              contendere  or its  equivalent,  shall not,  of  itself,  create a
              presumption  that the person did not meet the prescribed  standard
              of conduct.

               Section 9.02.  Authorization  of  Indemnification.  To the extent
          that a Director,  Officer,  employee or agent of the  Corporation  has
          been  successful,  on the merits or  otherwise,  in the defense of any
          action,  suit  or  proceeding  referred  to in  Section  9.01  of this
          Article, or in the defense of any claim, issue or matter therein,  the
          Corporation  shall indemnify such person against  expenses  (including
          counsel  fees)  actually  and  reasonably  incurred  by such person in
          connection therewith.  Any other indemnification under Section 9.01 of
          this  Article  (unless  ordered  by a  court)  shall  be  made  by the
          Corporation   only  as  authorized  in  the  specific  case,   upon  a
          determination that indemnification of the Director,  Officer, employee
          or agent is  permissible in the  circumstances  because he has met the
          applicable  standard of conduct.  Such determination shall be made (1)
          by the Board of Directors by a majority vote of a quorum consisting of
          Directors  who were not at the time  parties to such  action,  suit or
          proceeding;  or (2) if a quorum cannot be obtained  under  subdivision
          (1), by a majority vote of a committee duly designated by the Board of
          Directors (in which designation
Directors who are parties may  participate),  consisting solely of
              two or more Directors not at the time parties to such action, suit
              or proceeding;  or (3) by special legal  counsel:  (A) selected by
              the Board of Directors or its  committee in the manner  prescribed
              in  subdivision  (1) or (2),  or (B) if a quorum  of the  Board of
              Directors cannot be obtained under subdivision (1) and a committee
              cannot be designated under subdivision (2), selected by a majority
              vote of the full Board of Directors (in which selection  Directors
              who are parties may participate); or (4) by the Shareholders,  but
              shares owned by or voted under the control of Directors who are at
              the time parties to such  action,  suit or  proceeding  may not be
              voted on the determination.

                  Authorization   of   indemnification   and  evaluation  as  to
              reasonableness of expenses shall be made in the same manner as the
              determination that indemnification is permissible,  except that if
              the determination is made by special legal counsel,  authorization
              of indemnification and evaluation as to reasonableness of expenses
              shall be made by those  entitled  under  subsection  (3) to select
              counsel.

                  Section  9.03.  Good  Faith  Defined.   For  purposes  of  any
              determination under Section 9.01 of this Article 9, a person shall
              be deemed to have  acted in good faith and to have  otherwise  met
              the  applicable  standard of conduct set forth in Section  9.01 if
              his  action  is  based  on  information,   opinions,  reports,  or
              statements,  including  financial  statements and other  financial
              data,  if prepared  or  presented  by (1) one or more  Officers or
              employees  of  the  Corporation  or  another  enterprise  whom  he
              reasonably  believes to be reliable  and  competent in the matters
              presented;  (2) legal counsel,  public accountants,  appraisers or
              other persons as to matters he reasonably  believes are within the
              person's professional or expert competence;  or (3) a committee of
              the Board of Directors of the Corporation or another enterprise of
              which the  person is not a member if he  reasonably  believes  the
              committee merits confidence. The term "another enterprise" as used
              in this  Section  9.03  shall  mean any other  corporation  or any
              partnership,  joint venture, trust, employee benefit plan or other
              enterprise  of which such  person is or was serving at the request
              of the  Corporation  as a  director,  officer,  partner,  trustee,
              employee or agent.  The  provisions of this Section 9.03 shall not
              be deemed to be exclusive or to limit in any way the circumstances
              in  which  a  person  may be  deemed  to have  met the  applicable
              standards of conduct set forth in Section 9.01 of this Article 9.

                  Section  9.04.  Payment  of  Expenses  in  Advance.   Expenses
              incurred in connection with any civil or criminal action,  suit or
              proceeding  shall be paid for or reimbursed by the  Corporation in
              advance  of  the  final  disposition  of  such  action,   suit  or
              proceeding,  as authorized in the specific case in the same manner
              described  in  Section  9.02 of this  Article,  upon  receipt of a
              written affirmation of the Director,  Officer, employee or agent's
              good  faith  belief  that  he has  met  the  standard  of  conduct
              described  in Section  9.01 of this  Article and upon receipt of a
              written  undertaking  by or on  behalf of the  Director,  Officer,
              employee or agent to repay such amount if it shall  ultimately  be
              determined  that he did not meet the standard of conduct set forth
              in this Article 9, and a determination is made that the facts then
              known  to  those  making  the  determination  would  not  preclude
              indemnification under this Article 9.

                  Section 9.05.  Provisions Not Exclusive.  The  indemnification
              provided  by this  Article  shall not be deemed  exclusive  of any
              other  rights  to which a person  seeking  indemnification  may be
              entitled   under   these   Amended   and   Restated   Articles  of
              Incorporation,  the Corporation's Code of By-Laws,  any resolution
              of  the   Board  of   Directors   or   Shareholders,   any   other
              authorization,  whenever adopted, after notice, by a majority vote
              of all Voting Stock then outstanding,  or any contract, both as to
              action  in his  official  capacity  and as to  action  in  another
              capacity  while  holding such office,  and shall  continue as to a
              person  who has  ceased to be a  Director,  Officer,  employee  or
              agent, and shall inure to the benefit of the heirs,  executors and
              administrators of such a person.

                  Section 9.06.  Vested Right to  Indemnification.  The right of
              any individual to indemnification under this Article shall vest at
              the  time  of  occurrence  or  performance  of any  event,  act or
              omission  giving rise to any  action,  suit or  proceeding  of the
              nature  referred to in Section  9.01 of this  Article 9 and,  once
              vested, shall not later be impaired as a result of any
amendment,  repeal, alteration or other modification of any or all
              of  these   provisions.   Notwithstanding   the   foregoing,   the
              indemnification afforded under this Article shall be applicable to
              all alleged  prior acts or  omissions  of any  individual  seeking
              indemnification  hereunder,  regardless  of  the  fact  that  such
              alleged acts or omissions may have occurred  prior to the adoption
              of this Article. To the extent such prior acts or omissions cannot
              be  deemed  to be  covered  by this  Article  9, the  right of any
              individual   to   indemnification   shall  be   governed   by  the
              indemnification  provisions  in effect  at the time of such  prior
              acts or omissions.

                  Section  9.07.  Insurance.  The  Corporation  may purchase and
              maintain  insurance  on  behalf  of  any  person  who  is or was a
              Director, Officer, employee or agent of the Corporation, or who is
              or was  serving at the request of the  Corporation  as a director,
              officer,   partner,   trustee,   employee   or  agent  of  another
              corporation,  partnership,  joint venture, trust, employee benefit
              plan or other enterprise,  against any liability  asserted against
              or incurred by the individual in that capacity or arising from the
              individual's  status as a  Director,  Officer,  employee or agent,
              whether or not the  Corporation  would have power to indemnify the
              individual against the same liability under this Article.

                  Section  9.08.  Additional  Definitions.  For purposes of this
              Article,  "serving an employee  benefit plan at the request of the
              Corporation"  shall  include any  service as a Director,  Officer,
              employee or agent of the  Corporation  which imposes duties on, or
              involves services by such Director,  Officer,  employee,  or agent
              with respect to an employee  benefit plan,  its  participants,  or
              beneficiaries. A person who acted in good faith and in a manner he
              reasonably   believed  to  be  in  the  best   interests   of  the
              participants  and  beneficiaries of an employee benefit plan shall
              be  deemed  to have  acted in a manner  "not  opposed  to the best
              interest of the Corporation" referred to in this Article.

                  For purposes of this Article,  "party" includes any individual
              who is or was a plaintiff,  defendant or respondent in any action,
              suit  or  proceeding,  or who is  threatened  to be  made a  named
              defendant or respondent in any action, suit or proceeding.

                  For purposes of this Article,  "official  capacity," when used
              with  respect to a Director,  shall mean the office of director of
              the Corporation; and when used with respect to an individual other
              than a Director,  shall mean the office in the Corporation held by
              the Officer or the employment or agency relationship undertaken by
              the employee or agent on behalf of the Corporation.

                  "Official  capacity"  does not  include  service for any other
              foreign or domestic corporation or any partnership, joint venture,
              trust,  employee  benefit plan, or other  enterprise,  whether for
              profit or not.

                  Section 9.09.  Payments a Business Expense.  Any payments made
              to any  indemnified  party  under this  Article or under any other
              right to  indemnification  shall be deemed to be an  ordinary  and
              necessary business expense of the Corporation, and payment thereof
              shall not subject any person  responsible for the payment,  or the
              Board of Directors,  to any action for  corporate  waste or to any
              similar action."

Item 7.  Exemption from Registration Claimed.

         An aggregate of 11,358  shares of Class A Common Stock have  heretofore
been granted pursuant to formula bonus  provisions to non-employee  directors of
the   Registrant.   Such  shares  were  granted   without  the  payment  of  any
consideration  and did not involve  any sale  requiring  registration  under the
Securities Act of 1933, as amended.

Item 8.  Exhibits.

         The exhibits  furnished with this 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 1933 Act; (ii) to reflect in the  prospectus any facts or events
arising  after the  effective  date of the  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 the
Registration  Statement;  (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement  or any  material  change  to  such  information  in the  Registration
Statement; provided, however, that clauses (a)(1)(i) and (a)(1)(ii) do not apply
if the  information  required to be included in a  post-effective  amendment  by
those clauses is contained in periodic reports filed by the Registrant  pursuant
to Section 13 or 15(d) of the 1934 Act that are incorporated by reference in the
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  that remain
unsold at the termination of the offering.

     (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 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 1933 Act
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 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.
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,  and the  State of  Indiana,  on this
6th day of August, 1996.

                                       UNION ACCEPTANCE CORPORATION

                                       By: /s/ John M. Stainbrook
                                           -------------------------------------
                                           John M. Stainbrook
                                             President

     Each person whose signature  appears below hereby  constitutes and appoints
Jerry D. Von  Deylen,  and John M.  Stainbrook,  and each of them,  his true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution  for  him  and in his  name,  place  and  stead,  in any  and all
capacities, to sign any and all amendments (including post-effective amendments)
to this  Registration  Statement  on Form  S-8 and to file  the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission under the Securities Act of 1933.

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

       Signature                            Title              Date
       ------------------------------------------------------------------------
(1)    Principal Executive Officer:

       /s/ John M. Stainbrook           President         )
       -------------------------                          )
       John M. Stainbrook                                 )
                                                          )
                                                          )
(2)    Principal Financial and                            )
       Accounting Officer:                                )
                                                          )
                                                          )
       /s/ Rick A. Brown                Treasurer and     )  August 6, 1996
       -------------------------        Chief Financial   )
       Rick A. Brown                    Officer           )
                                                          )
                                                          )
(3)    A Majority of the Board                            )
       of Directors:                                      )
                                                          )
                                                          )
       /s/ Howard L. Chapman            Director          )
       -------------------------                          )
       Howard L. Chapman                                  )
                                                          )
                                                          )
                                                          )
                                                          )
       /s/ John M. Davis                Director          )
       -------------------------                          )
       John M. Davis                                      )
Signature                            Title                    Date
       -------------------------------------------------------------------------
                                                          )
                                                          )
       /s/ Fred M. Fehsenfeld           Director          )
       -------------------------                          )
       Fred M. Fehsenfeld, Jr.                            )
                                                          )
                                                          )
       /s/ Donald A. Sheman             Director          )
       -------------------------                          )
       Donald A. Sherman                                  )
                                                          )
                                                          )
       /s/ John M. Stainbrook           Director          )
       -------------------------                          )
       John M. Stainbrook                                 )   August 6, 1996
                                                          )
                                                          )
       /s/ Jerry D. Von Deylen          Director          )
       -------------------------                          )
       Jerry D. Von Deylen                                )
                                                          )
                                                          )
       /s/ Richard D. Waterfield        Director          )
       -------------------------                          )
       Richard D. Waterfield                              )
                                                          )
                                                          )
       /s/ Thomas M. West               Director          )
       -------------------------                          )
       Thomas M. West                                     )
INDEX TO EXHIBITS
                                                                      Page No.
                                                                        In
                                                                       This
Exhibit No.                   Description                             Filing
- -----------     -------------------------------------------           ------- 
 3.1            Articles of Incorporation of the Registrant              *
                are incorporated by reference to Exhibit 3(1) 
                to the Registrant's Registration Statement 
                on Form S-1 (Registration No. 33-82254), 
                which was filed with the Commission on
                August 1, 1994.
                
 3.2            By-Laws of the Registrant are incorporated               *
                by reference to Exhibit 3(2)              
                of the Registrant's Registration Statement on 
                Form S-1 (Registration No. 33-82254).
                
 5              Opinion of Barnes & Thornburg as to the 
                legality of the securities being registered.
                
10              Union Acceptance Corporation 1994                        *
                Incentive Stock Plan, incorporated by            
                reference to Exhibit 10.24 of the Registrant's 
                Registration Statement on
                Form S-1 (Registration No. 33-82254).
                
23.1            Consent of KPMG Peat Marwick, LLP
                
23.2            Consent of Barnes & Thornburg 
                (included as part of Exhibit 5).
                
24              Power of Attorney (set forth on page 
                S-1 of this Registration Statement).
                
- ----------
(*)  Previously  filed with the SEC and incorporated by reference into this
     Registration Statement.