__________________________________________________________________
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
Date of Report (Date of earliest Event
Reported) December 5, 1996
FIRST MERCHANTS ACCEPTANCE CORPORATION
________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 333-09487 36-3759045
_______________________ _________ _______________
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
570 Lake Cook Road, Suite 126 60015
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Deerfield, Illinois (Zip Code)
_______________________
(Address of Principal
Executive Offices)
Registrant's telephone number, including area code (847) 948-9300
_____ ________
__________________________________________________________________
Item 5. Other Events
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Incorporation of Certain Documents by Reference
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Pursuant to Rule 411 of Regulation C under the Securities
Act of 1933 and in reliance on Financial Security Assurance Inc.,
SEC No-Action Letter (July 16, 1993), First Merchants Acceptance
Corporation (the "Company") will incorporate by reference the
financial statements of Financial Security Assurance, Inc., into
the Company's registration statement (File No. 333-09487). The
financial statements will be referred to in the preliminary
prospectus dated December 5, 1996 relating to First Merchants
Auto Trust 1996-C Asset Backed Notes (Class A-1 and Class A-2)
and Asset Backed Certificates. In connection with the
incorporation of such documents by reference, the Company is
hereby filing the consent of Coopers & Lybrand L.L.P. to the use
of its name in such preliminary prospectus supplement. The
consent of Coopers & Lybrand L.L.P. is attached hereto as
Exhibit 23.
Item 7. Financial Statements, Pro Forma Financial
____ _________________________________________
Information and Exhibits.
________________________
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The following is filed herewith. The exhibit number
corresponds with Item 601(b) of Regulation S-K.
Exhibit No. Description
___________ ___________
23 Consent of Coopers & Lybrand L.L.P.
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.
FIRST MERCHANTS ACCEPTANCE CORPORATION
By: /s/ Thomas R. Ehmann
___________________________________
Name: Thomas R. Ehmann
Title: Vice President
Dated: December 9, 1996
Exhibit Index
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Exhibit Page
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23. Consent of Coopers & Lybrand L.L.P. 6
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
__________________
We consent to the incorporation by reference in the Prospectus
Supplement dated December 5, 1996 (to Prospectus dated December
5, 1996) of First Merchants Auto Receivables Corporation II
relating to First Merchants Auto Trust 1996-C of our report dated
January 17, 1996, on our audits of the consolidated financial
statements of Financial Security Assurance Inc. and Subsidiaries
as of December 31, 1995 and 1994, and for each of the three years
in the period ended December 31, 1995. We also consent to the
reference to our Firm under the caption "Experts".
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
New York, New York
December 6, 1996
