SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report: January 11, 2005 (Date of ~~1934~~earliest event reported)

Date of Report: September 21, 2004

(Date of earliest event reported)

ONYX ACCEPTANCE CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	000-28050	33-0577635
Delaware (State of Incorporation)	000-28050 (Commission File No.)	33-0577635 (I.R.S. Employer Identification No.)
(State of Incorporation)	(Commission File No.)	(I.R.S. Employer
27051 Towne Centre Drive Foothill Ranch, California (Address of Principal Executive Offices)		92610 (Zip Code)
		Identification No.)

27051 Towne Centre Drive
Foothill Ranch, California		92610
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (949) 465-3900

~~Registrant’s~~(Former ~~Telephone~~name ~~Number~~or former address, ~~Including~~if ~~Area~~changed ~~Code:~~since ~~(949~~last report) ~~465-3500~~: N/A

(Former name or former address, if changed since last report) N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 15.01. ~~Entry~~Changes ~~into~~in aControl ~~Material~~of ~~Definitive Agreement Item 7~~Registrant.01 ~~Regulation FD Disclosure Item 9.01 Financial Statements and Exhibits~~ Signatures ~~EXHIBIT INDEX EXHIBIT 10.147.1 EXHIBIT 10.147.2 EXHIBIT 10.147.3 EXHIBIT 99.1~~

Item 15.01. ~~Entry~~Changes ~~into~~in aControl ~~Material~~of ~~Definitive Agreement~~Registrant.

On September 21, 2004, Registrant entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Registrant ~~will~~would be acquired by Capital One Auto Finance, Inc. (“COAF”), a wholly-owned subsidiary of Capital One Financial Corporation. ~~The~~Such ~~form of the~~Merger ~~transaction~~Agreement iswas apreviously ~~merger~~filed ofby Registrant ~~with~~on aSeptember 23, ~~subsidiary of COAF~~2004, ~~in which~~under ~~Registrant~~a ~~will~~Form be8-K ~~the surviving corporation and all~~reporting ~~shareholders and exercising option holders will receive $28.00 per share of~~ Registrant’s ~~common~~entry ~~stock~~into ~~that~~a ismaterial ~~cancelled~~definitive ~~in the merger~~agreement.

~~Closing~~On January 11, 2005, following approval and adoption of the ~~merger~~Merger isAgreement ~~expected~~and tothe transactions ~~occur~~contemplated inthereby by Registrant’s stockholders at a special meeting held on January 6, 2005, a wholly-owned subsidiary of COAF merged with and into Registrant (the ~~first~~“Merger”), ~~quarter~~and Registrant survived the Merger as a wholly-owned subsidiary of ~~2005~~COAF. At the effective time of the ~~and~~Merger, ~~will~~each beshare ~~subject~~of tocommon ~~approval~~stock of Registrant’s ~~stockholders~~that atwas aissued ~~special meeting~~and outstanding immediately prior to bethe ~~called~~effective ~~pursuant~~time towas aconverted ~~proxy~~into ~~statement~~the right to bereceive ~~filed~~$28.00 ~~with~~per ~~the~~share ~~SEC~~in cash, without ~~and~~interest. ~~other~~As ~~governmental~~a ~~approvals~~result ~~and~~of ~~third-party~~the ~~consents~~Merger, COAF now owns 100% of the outstanding common stock of Registrant.

AsThe anaggregate ~~inducement~~merger toconsideration ~~COAF,~~paid ~~each~~by ofCOAF for the ~~stockholder/employees~~outstanding shares of ~~Registrant~~common stock of ~~listed~~Registrant onthat ~~Exhibit A~~were tocancelled in the ~~Agreement~~Merger and ~~Plan~~the ofstock ~~Merger~~options ~~signed~~of aRegistrant ~~voting~~that were ~~agreement~~exercised inprior to the ~~form~~effective ~~set~~time ~~forth~~of asthe anMerger ~~exhibit~~is ~~hereto~~approximately $193,040,007. InThe ~~addition,~~funding ~~Registrant~~of ~~amended~~the ~~its~~aggregate ~~Rights~~merger ~~Agreement~~consideration inwas ~~effect~~supplied ~~with~~to ~~American~~COAF ~~Stock~~by ~~Transfer~~Capital &One ~~Trust~~Financial Corporation from ~~Co.~~its asexisting ~~Registrant’s~~cash ~~Agent~~reserves.

~~Item 7.01~~ At ~~Regulation FD~~the ~~Disclosure~~effective time of the Merger, all directors of Registrant resigned and were replaced by those individuals who were directors of the COAF merger subsidiary at the effective time.

On September 22, 2004, Registrant and Capital One Financial Corporation issued a joint press release announcing the signing of the Agreement and Plan of Merger.

Such press release is contained in Exhibit 99.1 hereto, which is being furnished, and shall not be deemed to be “filed”, with the SEC. Such exhibit shall not be incorporated by reference into any filing of the Registrant with the SEC, whether made before or after the date hereof, regardless of any general incorporation language in such filings. Exhibits 10.147.1, 10.147.2 and 10.147.3 are being filed hereby.

Item 9.01 Financial Statements and Exhibits.

10.147.1		Agreement and Plan of Merger dated September 21, 2004
10.147.2		Form of Voting Agreement
10.147.3		Amendment to Rights Agreement
99.1		Press Release issued September 22, 2004

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

ONYX ACCEPTANCE CORPORATION


	ONYX ACCEPTANCE CORPORATION
January 11, 2005	By:	/s/ JOHN W. HALL
		Name:	John W. Hall
		Title:	President and Chief Executive Officer

September 23, 2004	By:	/s/ Michael A. Krahelski
		Michael A. Krahelski,
		Executive Vice President

EXHIBIT INDEX

Exhibit		Description
10.147.1		Agreement and Plan of Merger dated September 21, 2004
10.147.2		Form of Voting Agreement
10.147.3		Amendment to Rights Agreement
99.1		Press Release issued September 22, 2004

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