8-K

UNITED STATES
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	April 23, 2008
(Date of Earliest Event Reported)

USAA Acceptance, LLC
(Depositor)

USAA Auto Owner Trust 2008-2
(Issuing Entity)

Delaware
(State or Other Jurisdiction of Incorporation)

333-131356	71-0898378
333-131356-07	26-6303080
(Commission File Numbers)	(Registrants’ I.R.S. Employer Identification Nos.)
9830 Collannade Blvd., Suite 600
San Antonio, Texas	78230
(Address of Principal Executive Offices)	(Zip Code)

(210) 498-0922
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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:

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))

Item 8.01. Other Events.

          The Registrant and Co-Registrant are filing the exhibits listed in Item 9.01(d) below in connection with the issuance of the of Class A-1 Auto Loan Asset Backed Notes, Class A-2 Auto Loan Asset Backed Notes, Class A-3 Auto Loan Asset Backed Notes, Class A-4 Auto Loan Asset Backed Notes and Class B Auto Loan Asset Backed notes (the “Notes”) by USAA Auto Owner Trust 2008-2 described in the Preliminary Prospectus Supplement dated April 18, 2008.

Item 9.01. Financial Statements and Exhibits.

(a)	Not applicable.
(b)	Not applicable.
(c)	Not applicable.
(d)	Exhibits.

Exhibit

No.	Document Description
5.1	Opinion of Mayer Brown LLP with respect to legality matters
8.1	Opinion of Mayer Brown LLP with respect to tax matters

2

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.

April 23, 2008	USAA Auto Owner Trust 2008-2
	By:	USAA Federal Savings Bank,
		as Servicer
	By:	/s/ Michael Broker
	Name:	Michael Broker
	Title:	Vice President

3

EX-5.1

Exhibit 5.1

	Mayer Brown LLP
April 23, 2008	71 South Wacker Drive
	Chicago, Illinois 60606-4637
	Main Tel (312) 782-0600
	Main Fax (312) 701-7711
	www.mayerbrown.com

USAA Acceptance, LLC
10750 McDermott Freeway
San Antonio, Texas 78288

Re:	USAA Acceptance, LLC
	Registration Statement on Form S-3 (No. 333-131356)

Ladies and Gentlemen:

          We have acted as special counsel to USAA Acceptance, LLC, a Delaware limited liability company (the “Depositor”), in connection with the offering of Class A-2 Notes, Class A-3 Notes and Class A-4 Notes (collectively, the “Notes”) described in the preliminary prospectus supplement dated April 18, 2008 and the base prospectus dated April 18, 2008 (collectively, the “Preliminary Prospectus”), which have been filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”). As described in the Preliminary Prospectus, the Notes will be issued by USAA Auto Owner Trust 2008-2 (the “Issuer”), a trust formed by the Depositor pursuant to a trust agreement between the Depositor and Wells Fargo Delaware Trust Company, as owner trustee. The Notes will be issued pursuant to an indenture (the “Indenture”) between the Issuer and The Bank of New York, as indenture trustee.

          In that connection, we are generally familiar with the proceedings taken or to be taken in connection with the proposed authorization, issuance and sale of the Notes, and have examined and relied upon copies of such statutes, documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including the Preliminary Prospectus and the current draft of the Indenture (including the form of the Notes included as an exhibit thereto).

          Based on and subject to the foregoing, we are of the opinion that, with respect to the Notes, when (a) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (b) the Notes have been duly executed and issued by the Issuer, authenticated by the Indenture Trustee, and sold by the Depositor, and (c) payment of the agreed consideration for the Notes has been received by the Issuer, such Notes will have been duly authorized by all necessary action of the Issuer and will be legally issued and binding obligations of the Issuer and entitled to the benefits afforded by the Indenture, except as may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity, regardless of whether such matters are considered in a proceeding in equity or at law.

Mayer Brown LLP operates in combination with our associated English limited liability partnership
and Hong Kong partnership (and its associated entities in Asia).

MAYER BROWN LLP

USAA Acceptance, LLC
April 23, 2008
Page 2

          Our opinions expressed herein are limited to the federal laws of the United States and the laws of the State of New York. We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to a Form 8-K filed in connection with the Preliminary Prospectus and to the use of our name therein without admitting we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the above-captioned registration statement or the Preliminary Prospectus.

Very truly yours,

/s/ Mayer Brown LLP

MAYER BROWN LLP

EX-8.1

Exhibit 8.1

	Mayer Brown LLP
	71 South Wacker Drive
	Chicago, Illinois 60606-4637
April 23, 2008
	Main Tel (312) 782-0600
	Main Fax (312) 701-7711
	www.mayerbrown.com

USAA Acceptance, LLC
10750 McDermott Freeway
San Antonio, Texas 78288

Re:	USAA Acceptance, LLC
	Registration Statement on Form S-3 (No. 333-131356)

Ladies and Gentlemen:

          We have acted as special tax counsel to USAA Acceptance, LLC (the “Depositor”) and USAA Federal Savings Bank (“USAA FSB”) in connection with the offering of Class A-2 Notes, Class A-3 Notes and Class A-4 Notes (collectively, the “Notes”) described in the preliminary prospectus supplement dated April 18, 2008 (the “Preliminary ProspectusSupplement”) and base prospectus dated April 18, 2008 (the “Base Prospectus”; and collectively with the Preliminary Prospectus Supplement, the “Preliminary Prospectus”) which have been filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”). As described in the Preliminary Prospectus, the Notes will be issued by USAA Auto Owner Trust 2008-2 (the “Issuer”), a trust formed by the Depositor pursuant to a trust agreement (the “Trust Agreement”) between the Depositor and Wells Fargo Delaware Trust Company, as owner trustee. The Notes will be issued pursuant to an Indenture (the “Indenture”) between the Issuer and The Bank of New York, as indenture trustee (the “Indenture Trustee”). Capitalized terms used herein without definition herein have the meanings set forth in Appendix A to the Sale and Servicing Agreement between the Depositor, the Issuer and USAA FSB.

          In that connection, we generally are familiar with the proceedings required to be taken in connection with the proposed authorization and issuance of the Notes and have examined copies of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including the Preliminary Prospectus, the Trust Agreement and the forms of the Indenture and other documents prepared in connection with the issuance of the Notes (collectively, the “Operative Documents”).

          The opinion set forth herein is based upon the applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated and proposed thereunder, current positions of the Internal Revenue Service (the “IRS”) contained in published Revenue Rulings and Revenue Procedures, current administrative positions of the IRS and existing judicial decisions. No tax rulings will be sought from the IRS with respect to any of the matters discussed herein. The statutory provisions, regulations and interpretations on which our opinions are based are subject to change, which changes could apply retroactively. In addition, there can

Mayer Brown LLP operates in combination with our associated English limited liability partnership
and Hong Kong partnership (and its associated entities in Asia).

MAYER BROWN LLP

USAA Acceptance, LLC
April 23, 2008
Page 2

be no assurance that positions contrary to those stated in our opinions may not be taken by the IRS.

          Based on the foregoing and assuming that the Operative Documents with respect to the Notes are executed and delivered in substantially the form we have examined and that the transactions contemplated to occur under the transaction documents in fact occur in accordance with the terms thereof, we are of the opinion that the statements, to the extent that they constitute matters of law or legal conclusions with respect thereto relating to United States federal tax matters, set forth in the Preliminary Prospectus Supplement under the heading “Certain Federal Income Tax Consequences” and in the Base Prospectus under “Certain Federal Income Tax Consequences”, which statements have been prepared by us, are correct in all material respects, and we hereby confirm and adopt the opinions set forth therein.

          We know that we are referred to under the captions referred to above included in the Preliminary Prospectus, and we hereby consent to the use of our name therein and to use of this opinion for filing of this opinion as Exhibit 8.1 to a Form 8-K filed in connection therewith, without admitting that we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the above-captioned registration statement or the Preliminary Prospectus.

Respectfully submitted,

/s/ Mayer Brown LLP

MAYER BROWN LLP