S-8

As Filed With the Securities and Exchange Commission
on February 19, 2008

Registration No. _______________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FIRST ACCEPTANCE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	75-1328153
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or Organization)
3322 West End Ave, Suite 1000
Nashville, Tennessee	37203
(Address of Principal Executive Offices)	(Zip Code)

FIRST ACCEPTANCE CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)

Kevin P. Cohn
Chief Financial Officer
First Acceptance Corporation
3322 West End Ave, Suite 1000
Nashville, Tennessee 37203
(Name and Address of Agent for Service)

(615) 844-2800
(Telephone Number, Including Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE

				Proposed
		Proposed		Maximum
Title of Each Class		Maximum		Aggregate
Of Securities To Be	Amount To Be	Offering Price		Offering		Amount Of
Registered	Registered(1)	Per Share(2)		Price(2)		Registration Fee
Common Stock, $0.01 par value	100,000 shares	$	3.835	$	383,500	$	15.07

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of additional shares of Common Stock that become issuable under the Registrant’s Employee Stock Purchase Plan, as amended, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of the Registrant’s Common Stock.

(2)

Pursuant to Rules 457(c) and (h)(1) under the Securities Act of 1933, as amended, the offering price is estimated solely for the purpose of calculating the amount of the registration fee on the basis of the average of the high and low sales prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on February 14, 2008, which was $3.835 per share.

TABLE OF CONTENTS

EX-5.1 OPINION OF BASS, BERRY & SIMS PLC

EX-23.1 CONSENT OF ERNST & YOUNG LLP

REGISTRATION OF ADDITIONAL SECURITIES

     This Registration Statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering additional shares of the Registrant’s Common Stock, $0.01 par value, for the Registrant’s Employee Stock Purchase Plan, as amended.

INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENTS

     The Registration Statement on Form S-8 (File No. 333-121551) previously filed by the Registrant with the Securities and Exchange Commission on December 22, 2004 is hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

4.1	Restated Certificate of Incorporation of First Acceptance Corporation (previously filed as Exhibit 3.1 of the Registrant’s Current Report on Form 8-K dated May 3, 2004).
4.2	Second Amended and Restated Bylaws of First Acceptance Corporation (previously filed as Exhibit 3 of the Registrant’s Current Report on Form 8-K dated November 9, 2007).
4.3	First Acceptance Corporation Employee Stock Purchase Plan (previously filed as Exhibit 10.1 of the Registrant’s Registration Statement on Form S-8 (File No. 333-121551) filed December 22, 2004).
4.4	First Amendment to First Acceptance Corporation Employee Stock Purchase Plan (previously filed as Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2007).
5.1	Opinion of Bass, Berry & Sims PLC.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).
24.1	Power of Attorney (included on signature page of this Registration Statement).

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Nashville, State of Tennessee, on February 19, 2008.

FIRST ACCEPTANCE CORPORATION
By:	/s/ Stephen J. Harrison
	Stephen J. Harrison
	Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints Stephen J. Harrison and Kevin P. Cohn, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Stephen J. Harrison Stephen J. Harrison	Chief Executive Officer and Director (Principal Executive Officer)	February 19, 2008
/s/ Kevin P. Cohn Kevin P. Cohn	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	February 19, 2008
/s/ Gerald J. Ford Gerald J. Ford	Chairman of the Board of Directors	February 19, 2008
/s/ Thomas M. Harrison, Jr. Thomas M. Harrison, Jr.	Director	February 19, 2008
/s/ Tom C. Nichols Tom C. Nichols	Director	February 19, 2008
/s/ Rhodes R. Bobbitt Rhodes R. Bobbitt	Director	February 19, 2008
/s/ Harvey B. Cash Harvey B. Cash	Director	February 19, 2008
/s/ Donald J. Edwards Donald J. Edwards	Director	February 19, 2008
/s/ Lyndon L. Olson, Jr. Lyndon L. Olson, Jr.	Director	February 19, 2008
/s/ William A. Shipp, Jr. William A. Shipp, Jr.	Director	February 19, 2008

EXHIBIT INDEX

Exhibit 4.1	Restated Certificate of Incorporation of First Acceptance Corporation (previously filed as Exhibit 3.1 of the Registrant’s Current Report on Form 8-K dated May 3, 2004).
Exhibit 4.2	Second Amended and Restated Bylaws of First Acceptance Corporation (previously filed as Exhibit 3 of the Registrant’s Current Report on Form 8-K dated November 9, 2007).
Exhibit 4.3	First Acceptance Corporation Employee Stock Purchase Plan (previously filed as Exhibit 10.1 of the Registrant’s Registration Statement on Form S-8 (File No. 333-121551) filed December 22, 2004).
Exhibit 4.4	First Amendment to First Acceptance Corporation Employee Stock Purchase Plan (previously filed as Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2007).
Exhibit 5.1	Opinion of Bass, Berry & Sims PLC.
Exhibit 23.1	Consent of Ernst & Young LLP.
Exhibit 23.2	Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).
Exhibit 24.1	Power of Attorney (included on signature page of this Registration Statement).

EX-5.1

Exhibit 5.1

Bass, Berry & Sims plc

Attorneys at Law

A PROFESSIONAL LIMITED LIABILITY COMPANY

AmSouth Center
315 Deaderick Street, Suite 2700
Nashville, Tennessee 37238-3001
(615) 742-6200

February 19, 2008

First Acceptance Corporation
3322 West End Ave, Suite 1000
Nashville, Tennessee 37203

     Re: Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as your counsel in the preparation of the Registration Statement on Form S-8 (the “Registration Statement”) relating to the Registrant’s Employee Stock Purchase Plan (the “Plan”) filed by you with the Securities and Exchange Commission covering 100,000 additional shares (the “Shares”) of common stock, $0.01 par value, issuable pursuant to the Plan.

     In so acting we have examined and relied upon such records, documents, and other instruments as in our judgment are necessary or appropriate in order to express the opinions hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies.

     Based on the foregoing, we are of the opinion that the Shares, when issued pursuant to and in accordance with the Plan, will be validly issued, fully paid, and non-assessable.

     We hereby consent to the use of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Bass, Berry & Sims PLC

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the First Acceptance Corporation Employee Stock Purchase Plan of our reports dated September 13, 2007, with respect to the consolidated financial statements and schedules of First Acceptance Corporation included in its Annual Report (Form 10-K) for the year ended June 30, 2007, and the effectiveness of internal control over financial reporting of First Acceptance Corporation filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP
 

Nashville, Tennessee
February 7, 2008