AUTOBOND ACCEPTANCE CORP
8-A12G, 1996-11-04
PERSONAL CREDIT INSTITUTIONS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                         AUTOBOND ACCEPTANCE CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                        <C>
                   TEXAS                                                 75-2487218
- ---------------------------------------                    -----------------------------------
(State of incorporation or organization)                   (I.R.S. Employer Identification No.)

301 CONGRESS AVENUE
AUSTIN, TEXAS                                                            78701
- ---------------------------------------                    ----------------------------------
(Address of principal executive offices)                                (Zip Code)

If this Form relates to the registration of a class        If this Form relates to the registration of a class
of debt securities and is effective upon filing            of debt securities and is to become effective
pursuant to General Instruction A(c)(1) please             simultaneously with the effectiveness of a
check the following box [ ]                                concurrent registration statement under the
                                                           Securities Act of 1933 pursuant to General
                                                           Instruction A(c)(2) please check the following
                                                           box [ ]

</TABLE>

Securities to be registered pursuant to Section 12(b) of the Act:

                             Not Applicable

Securities to be registered pursuant to Section 12(g) of the Act:

                    Common Stock, no par value, of Registrant
                    -----------------------------------------
                                (Title of Class)


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                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

        AutoBond Acceptance Corporation (the "Company") will offer up to
1,000,000 (excluding the over-allotment option) shares of the Company's common
stock, no par value (the "Common Stock") pursuant to a Registration Statement on
Form S-1 (No. 333-05359) under the Securities Act of 1933, as filed with the
Securities and Exchange Commission on June 6, 1996 (as amended, the
"Registration Statement"). A description of the Common Stock meeting the
Requirements of this item appears under the heading "DESCRIPTION OF CAPITAL
STOCK" of the Prospectus in the Registration Statement and is incorporated
herein by this reference.

ITEM 2. EXHIBITS

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<CAPTION>
    Exhibit
    Number                    Description
    --------                  -----------
     <C>          <S>                                  <C>
       1          Form of Common Stock Certificate     Filed herewith.

       2          Registrant's Restated Articles of    Incorporated herein by reference to
                  Incorporation                        Exhibit 3.1 to the Company's
                                                       Registration Statement on Form S-1
                                                       filed on June 6, 1996

       2          Registrant's Amended and Restated    Incorporated herein by reference to
                  By-Laws                              Exhibit 3.2 to the Company's
                                                       Registration Statement on Form S-1
                                                       filed on June 6, 1996


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                                Page 2 of 3 Pages


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                                    SIGNATURE

        Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.



                                       AUTOBOND ACCEPTANCE CORPORATION

                                       By:  /s/Adrian Katz
                                          -----------------
                                          Name:   Adrian Katz
                                          Title:  Vice Chairman and Chief 
                                                  Operating Officer



Date: November 4, 1996

                                Page 3 of 3 Pages

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COUNTERSIGNED AND REGISTERED

                        AMERICAN STOCK TRANSFER & TRUST COMPANY
                                   TRANSFER AGENT AND REGISTRAR

                        BY

                                                            AUTHORIZED SIGNATURE

  COMMON STOCK                     INCORPORATED UNDER THE LAWS      COMMON STOCK
                                      OF THE STATE OF TEXAS

               Number                                                     Shares

                                 A U T O B O N D
                               A C C E P T A N C E

                                       AUTOBOND ACCEPTANCE CORPORATION

                                                              CUSIP 052918 10 9

                                             SEE REVERSE FOR CERTAIN DEFINITIONS

- --------------------------------------------------------------------------------
THIS CERTIFIES THAT









is the owner of
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      FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, NO PAR VALUE, OF

                                      AUTOBOND ACCEPTANCE CORPORATION

transferable on the books of the Corporation by the holder hereof in person,  or
by  duly  authorized  attorney,  upon  surrender  of this  Certificate  properly
endorsed.  This  Certificate is not valid unless  countersigned  by the Transfer
Agent and registered by the Registrar.

        WITNESS  the  facsimile  seal  of  the  Corporation  and  the  facsimile
signatures of its duly authorized officers.

               Dated:

                   SECRETARY                            CHIEF EXECUTIVE OFFICER

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


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                                 A U T O B O N D
                               A C C E P T A N C E

                         AUTOBOND ACCEPTANCE CORPORATION

        A STATEMENT  DENYING  PREEMPTIVE  RIGHTS OF SHAREHOLDERS IS SET FORTH IN
THE ARTICLES OF  INCORPORATION  ON FILE IN THE OFFICE OF THE SECRETARY OF STATE,
THE  CORPORATION  WILL FURNISH A COPY OF SUCH  STATEMENT TO THE RECORD HOLDER OF
THIS  CERTIFICATE  WITHOUT CHARGE ON REQUEST TO THE CORPORATION AT ITS PRINCIPAL
PLACE OF BUSINESS OR REGISTERED OFFICE.

        THE CORPORATION IS AUTHORIZED TO ISSUE SHARES OF MORE THAN ONE CLASS AND
TO  ISSUE  PREFERRED  SHARES  IN  SERIES.  A  STATEMENT  OF  THE   DESIGNATIONS,
PREFERENCES,  LIMITATIONS,  AND  RELATIVE  RIGHTS OF THE  SHARES  OF EACH  CLASS
AUTHORIZED  TO BE ISSUED BY THE  CORPORATION,  THE  VARIATIONS  IN THE  RELATIVE
RIGHTS AND  PREFERENCES OF THE SHARES OF EACH SERIES OF PREFERRED  SHARES TO THE
EXTENT THEY HAVE BEEN FIXED AND  DETERMINED,  AND THE  AUTHORITY OF THE BOARD OF
DIRECTORS  OF THE  CORPORATION  TO FIX AND  DETERMINE  THE  RELATIVE  RIGHTS AND
PREFERENCES  OF ANY SERIES OF  PREFERRED  SHARES IS SET FORTH IN THE ARTICLES OF
INCORPORATION OF THE CORPORATION ON FILE IN THE OFFICE OF THE SECRETARY OF STATE
OF TEXAS.  THE  CORPORATION  WILL FURNISH A COPY OF SUCH STATEMENT TO THE RECORD
HOLDER OF THIS CERTIFICATE  WITHOUT CHARGE ON WRITTEN REQUEST TO THE CORPORATION
AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.

  The following abbreviations,  when used in the inscription on the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:
 
                                  UNIF GIFT MIN ACT - _______  Custodian _______
TEN COM - as tenants in common                        (Cust)             (Minor)
TEN ENT - as tenants by the entireties             Under Uniform Gifts to Minors
JT TEN  - as joint tenants with right              Act _______________________
          of survivorship and not as                         (State)
          tenants in common

            Additional  abbreviations  may also be used  though not in the above
list.

For Value Received, ____________________________________ hereby sell, assign
and transfer unto 

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

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


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

                                                                       Shares

- ------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE

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


- -------------------------------------------------------------------------------
of the Stock represented by the within Certificate, and do hereby irrevocable
constitute and appoint


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


- ------------------------------------------------------------------------------
Attorney  to  transfer  the  said  stock  on  the  books  of  the   within-named
Corporation, with full power of substitution in the premises.

Dated________________________________________________

                          X____________________________________________________

                                            (SIGNATURE)

- --------------------------
         NOTICE
THE  SIGNATURE(S)  TO  THE
ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE
CERTIFICATE IN EVERY
PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.                  X______________________________________
                                             (SIGNATURE)


- --------------------------------------------------------------------------------
THE  SIGNATURE(S)  SHOULD BE  GUARANTEED  BY AN ELIGIBLE  GUARANTOR  INSTITUTION
(BANKS,  STOCKBROKERS,  SAVINGS  AND LOAN  ASSOCIATIONS  AND CREDIT  UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE  GUARANTEE  MEDALLION  PROGRAM,  PURSUANT TO
S.E.C. RULE 17Ad-16.

- --------------------------------------------------------------------------------
SIGNATURE(S) GUARANTEED BY:

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