GENERAL MOTORS ACCEPTANCE CORP
10-Q, 1994-11-14
PERSONAL CREDIT INSTITUTIONS
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            UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                FORM 10-Q

(Mark One)

  X   QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE           
      SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD 
      ENDED SEPTEMBER 30, 1994, OR

_____ TRANSITION REPORT PURSUANT TO SECTION 13 OF THE          
      SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION       
      PERIOD FROM __________ TO __________



                                            Commission file number 1-3754
                                                                   ------

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



           New York                          38-0572512
- -------------------------------          -------------------
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)           Identification No.)


    767 Fifth Avenue, New York, New York            10153
3044 West Grand Boulevard, Detroit, Michigan        48202
- --------------------------------------------      ----------
  (Address of principal executive offices)        (Zip Code)


Registrant's telephone number, 
including area code                               313-556-1211
                                                  ------------


     The registrant meets the conditions set forth in General
Instruction H(1) (a) and (b) of Form 10-Q and is therefore
filing this Form with the reduced disclosure format.


     Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 of the
Securities Exchange Act of 1934 during the preceding 12
months, and (2) has been subject to such filing requirements
for the past 90 days.  Yes X . No   .
                          ---    ---

     As of September 30, 1994, there were outstanding
22,000,000 shares of the issuer's common stock.




<PAGE>2

     This quarterly report, filed pursuant to Rule 13a-13 of
the General Rules and Regulations under the Securities
Exchange Act of 1934, consists of the following information as
specified in Form 10-Q:



                     PART I.  FINANCIAL INFORMATION



     The required information is given as to the registrant,
General Motors Acceptance Corporation and subsidiaries (the
"Company" or "GMAC").

ITEM 1.   FINANCIAL STATEMENTS.

          1.   Consolidated Balance Sheet, September 30, 1994,
               December 31, 1993 and September 30, 1993.

          2.   Consolidated Statement of Income and Net Income
               Retained for Use in the Business for the Third 
               Quarter and Nine Months Ended September 30,
               1994 and 1993.

          3.   Consolidated Statement of Cash Flows for the
               Nine Months Ended September 30, 1994 and 1993.

          4.   Notes to Financial Statements.

          5.   Summary of Financing and Insurance Operations.


     The above described Financial Statements are submitted
herein as Exhibit 20.


     In the opinion of management, the interim financial
statements reflect all adjustments, consisting of only normal
recurring items (with the exception of the accounting changes
in 1994 to adopt Statement of Financial Accounting Standards
(SFAS) No. 112, Employers' Accounting for Postemployment
Benefits, SFAS No. 114, Accounting by Creditors for Impairment
of a Loan, and SFAS No. 115, Accounting for Certain
Investments in Debt and Equity Securities, as described in
Management's Discussion and Analysis of Financial Condition
and Results of Operations), which are necessary for a fair
presentation of the results for the interim periods presented. 
The results for interim periods are not necessarily indicative
of results which may be expected for any other interim period
or for the full year.  These financial statements should be
read in conjunction with the consolidated financial
statements, the significant accounting policies, and the other
notes to the consolidated financial statements included in the
Company's 1993 Annual Report to the SEC on Form 10-K.
     




                                  - 2 -
<PAGE>3

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL     
         CONDITION AND RESULTS OF OPERATIONS. 

     Consolidated net income from General Motors Acceptance
Corporation (GMAC) financing and Motors Insurance Corporation
(MIC) insurance operations totaled $244.6 million for the
third quarter of 1994, compared with $204.8 million earned in
the third quarter of 1993.  For the first nine months of 1994,
net income totaled $678.2 million, a decrease of $96.1 million
from the same period last year.  Earnings for the first nine
months of 1994 reflect an unfavorable first quarter after-tax
charge of $7.4 million related to the cumulative effect on
income resulting from the implementation of Statement of
Financial Accounting Standards (SFAS) No. 112, Employers'
Accounting for Postemployment Benefits.

     Net income from financing operations, including GMAC
Mortgage Corporation (GMACM) results, totaled $211.6 million
for the 1994 third quarter.  The $45.4 million increase from
the same period last year reflects higher earnings in U.S.
auto financing operations largely due to a more favorable
funding mix, resulting from greater investor confidence in GM
and GMAC, and continued favorable loan-loss experience.  In
addition, the third quarter of 1993 was unfavorably affected
by a cumulative adjustment for the statutory increase in the
U.S. federal income tax rate effective for the 1993 tax year. 
For the first nine months of 1994, net financing income
(excluding the cumulative impact of SFAS No. 112) totaled
$589.0 million in comparison to $630.1 million during the same
period in 1993.

     Net income from insurance operations was $33.0 million
for the third quarter of 1994, a $5.6 million decrease as
compared to the third quarter of 1993, with the year-to-year
change primarily reflective of lower underwriting results due
to accelerated amortization of credit insurance policy
acquisition costs.  For the first nine months of 1994, net
income from insurance operations (excluding the cumulative
impact of SFAS No. 112) was $96.6 million, compared with
$144.2 million for the same period in 1993.  The decline in
net income reflects non-recurring capital gains recognized in
the first nine months of 1993, partially offset by lower
insurance loss experience in the 1994 period.

FINANCING VOLUME

     Deliveries of new General Motors (GM) cars and trucks in
the United States were 1,194,000 during the third quarter of
1994, an increase of 7% from the same period last year.
Deliveries during the first nine months of 1994 totaled
3,810,000, an 8% increase over deliveries of 3,534,000 for the
first nine months of 1993.  During the third quarter of 1994,
GMAC financed 23% of new General Motors products delivered in
the U.S., a 6 percentage point decrease from the same period
last year, while penetration for the first nine months of 1994
decreased to 25% of new GM deliveries, two percentage points
lower than the comparable 1993 period.  The decrease in retail
and lease unit financing and penetration reflects continued
intense competitive pressures within a robust sales
environment.
                                  - 3 -
<PAGE>4

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL     
         CONDITION AND RESULTS OF OPERATIONS (continued). 

     During the third quarter of 1994, GMAC financed or leased
worldwide 444,000 new passenger cars and trucks, a decrease of
8% from the comparable 1993 period.  In the United States,
GMAC financed or leased 293,000 new vehicles during the third
quarter of 1994 and 1,026,000 new vehicles for the first nine
months of 1994 compared with 350,000 and 1,025,000 in the
third quarter and first nine months of 1993, respectively. 
Outside the United States, GMAC financed or leased 151,000 new
vehicles in the third quarter of 1994 and 471,000 new vehicles
for the first nine months of 1994 compared with 133,000 and
401,000 in the third quarter and first nine months of 1993,
respectively.

     Retail leasing volume worldwide totaled 168,000 units in
the third quarter of 1994, a 112% increase from a year ago. 
Retail leasing volume totaled 471,000 units during the first
nine months of 1994 compared with 244,000 units for the same
period a year ago.  The year-to-year increase can be largely
attributed to an increase in operating lease assets due to the
continued acceptance and popularity of retail leasing.

     GMAC also provides wholesale financing for GM and other
dealers' new and used vehicle inventories.  In the United
States, inventory financing was provided on 782,000 and
2,747,000 new GM vehicles in the third quarter and first nine
months of 1994, compared with 713,000 and 2,606,000 new GM
vehicles during the same periods in 1993.  GMAC's wholesale
financing represented 75% of all GM sales to dealers during
the first nine months of 1994, a slight decrease from 76% for
the comparable period a year ago.

     GMAC Mortgage Corporation loan origination, purchased
mortgage servicing and correspondent loan volume totaled $3.0
billion for the third quarter of 1994, $2.9 billion below a
year ago, primarily due to the industry-wide reduction in
mortgage refinancings.  At September 30, 1994, the combined
mortgage servicing portfolio, including $23.6 billion of loans
master serviced by GMAC's Residential Funding Corporation,
amounted to $58.3 billion, up $1.9 billion from September 30,
1993.

ASSETS

     GMAC's consolidated assets totaled $81.2 billion at
September 30, 1994, compared to $80.8 billion and $79.5
billion at December 31, 1993 and September 30, 1993,
respectively.  Consolidated earning assets totaled $77.4
billion at September 30, 1994, up $3.0 billion from $74.4
billion at September 30, 1993 and up $2.6 billion from the
December 31, 1993 level of $74.8 billion.  The year-to-year
increase can be largely attributed to an increase in operating
lease assets due to the continued acceptance and popularity of
the SmartLease program, offset by lower finance receivables.




                                  - 4 -
<PAGE>5

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL     
         CONDITION AND RESULTS OF OPERATIONS (continued). 

     Cash and Cash Equivalents, which primarily include short
term borrowed funds in excess of requirements invested in
short-term marketable securities, totaled $1,774.4 million at
September 30, 1994.  This compared to $4,028.1 million at
December 31, 1993 and $3,068.7 million at September 30, 1993. 
The decrease is due to a strategy that seeks to reduce the
liquidity portfolio and has been undertaken as a direct result
of the Company's improved access to the capital markets.  

     At September 30, 1994, consolidated worldwide retail
finance receivables, net of unearned income, totaled $28.0
billion, unchanged from September 30, 1993 but up $2.0 billion
from year-end 1993.  The Company continues to utilize an asset
securitization program as an alternative funding source and as
a result sold retail receivables with principal in the United
States aggregating $2.7 billion and $9.8 billion,
respectively, during the nine month periods ended September
30, 1994 and September 30, 1993.

     With respect to sold receivables, GMAC continues to
service these receivables for a fee.  The Company's servicing
portfolio at September 30, 1994, totaled $12.5 billion,
compared with $14.9 billion and $13.7 billion at December 31,
1993 and September 30, 1993, respectively.  The decline in
this portfolio reflects fewer sales of retail receivables
during 1994.

     Consolidated worldwide capital leasing and lease
financing receivables, net of unearned income, at September
30, 1994 were $3.3 billion, down $0.5 billion and $1.0 billion
from December 31, 1993 and September 30, 1993, respectively. 
These reductions are primarily reflective of General Motors'
reduction in fleet sales to daily rental companies and the
resultant GMAC fleet financing reduction.

     The Company sold wholesale receivables through a special
purpose subsidiary totaling $2.2 billion during 1994.  GMAC
continues to service these receivables.  (See Note 5). 

     Wholesale receivables financed by GMAC, primarily dealer
vehicle inventories, were $17.0 billion at September 30, 1994,
compared to $20.7 billion at December 31, 1993 and $10.3
billion at September 30, 1993.  The level of wholesale
receivables at the end of the third quarter of 1994, as
compared to the asset levels at September 30, 1993, reflects
the resumption by GMAC of dealer wholesale inventory financing
previously financed by General Motors, offset by lower levels
of dealer inventory and sales of wholesale finance
receivables.  The following table summarizes wholesale assets
on a comparable year-to-year basis:







                                  - 5 -
<PAGE>6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL     
         CONDITION AND RESULTS OF OPERATIONS (continued). 

Wholesale
Inventory     Sept. 30          December 31         Sept. 30
Financing       1994               1993               1993  
- ----------   -----------        -----------        -----------
                         (in billions of dollars)             

GMAC         $      17.0        $      20.7        $      10.3

General 
Motors*              0.0                0.0                6.7
             -----------        -----------        -----------
Total        $      17.0        $      20.7        $      17.0
             ===========        ===========        ===========

*  Included in Receivables General Motors Corporation.  (See   
   Note 6).
 
     Operating lease assets, net of depreciation, offered
principally under the GMAC SmartLease program, increased to  
$16.5 billion at September 30, 1994 from $11.4 billion and
$10.8 billion at December 31, 1993 and September 30, 1993,
respectively.  The increase primarily reflects growth in the
U.S. and Canadian markets, driven by continued consumer
acceptance of leasing and enhanced manufacturer's subvented
programs.

     Real estate mortgage inventory held for sale, including
warehouse advances, amounted to $1,928.7 million at September
30, 1994, essentially unchanged from September 30, 1993, but
up $101.2 million from December 31, 1993.  The Company's due
and deferred from receivable sales (net) was $1,599.6 million
at September 30, 1994, as compared to $1,857.6 million at
December 31, 1993 and $1,511.4 million at September 30, 1993,
with the decrease from year-end primarily attributable to the
normal amortization of net assets on existing sales of
receivables and the leveling out of activity in the sales of
receivables market during the period.  (See Note 5).  Other
earning assets totaled $1,003.3 million at September 30, 1994,
up from $795.2 million and $606.4 million at December 31, 1993
and September 30, 1993, respectively, with the increase
primarily attributable to the origination of GMAC Mortgage
Corporation real estate loans which are being held for
investment.

     Intangible assets included in other assets totaled $362.7
million at September 30, 1994, compared with $360.9 million at
1993 year-end and $392.8 million at the end of the third
quarter of 1993.  Other nonearning assets, essentially
comprised of insurance premium receivables, foreclosed
mortgages or mortgages otherwise classified as nonearning,
excess mortgage servicing fees, and repossessed vehicles,
totaled $1,680.9 million at the end of the third quarter of
1994, as compared to $1,578.0 million and $1,703.9 million at
December 31, 1993 and September 30, 1993, respectively.



                                  - 6 -
<PAGE>7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL     
         CONDITION AND RESULTS OF OPERATIONS (continued). 

LIQUIDITY

     The Company's liquidity, as well as its ability to
profitably effect ongoing core business acquisition activity,
are in large part dependent upon its timely access to and the
costs associated with raising funds in different segments of
the capital markets.  In this regard, GMAC regularly accesses
the short-, medium- and long-term debt markets, principally
through commercial paper, medium-term notes and underwritten
transactions.

     GMAC's total borrowings were $61.6 billion at September
30, 1994, compared with $61.2 billion at September 30, 1993
and $62.8 billion at December 31, 1993.  Approximately 79.1%
represented funding for operations in the United States, with
the remaining 20.9% of borrowings being allocated among Canada
(6.7%), Germany (6.5%), and other countries (7.7%).  Total
short-term debt worldwide at September 30, 1994, amounted to
$17.6 billion, down from $17.7 billion at December 31, 1993
and up from $14.9 billion at September 30, 1993. 

     The Company has a committed bank credit facility of $10
billion, as well as an $8.5 billion asset backed commercial
paper liquidity and receivables credit facility to a non-
consolidated special purpose entity established to issue asset
backed commercial paper.  In addition, GMAC has $4.8 billion
in committed bank credit facilities to support the funding
needs of the Company's international subsidiaries.

     The $10 billion bank credit facility includes a covenant
such that, so long as the commitments remain in effect or any
amount is owing to any lender under such commitments, the
ratio of consolidated debt to total stockholder's equity as of
the last day of any fiscal quarter shall not exceed 11.0 to
1.0.  With regard to such covenant, GMAC's ratio of total
borrowings to equity capital at September 30, 1994 was 7.8:1
compared with 7.7:1 at September 30, 1993.  

     For the third quarter of 1994, GMAC paid dividends to
General Motors Corporation amounting to $250 million and
thereby totaling $750 million for the first nine months of
1994, compared to $500 million and $1.0 billion paid during
the comparable periods in 1993.

     The scope of GMAC's capability to tap the capital markets
for unsecured debt is linked to both its term debt and
commercial paper ratings.  This is particularly true with
respect to the Company's commercial paper ratings.  Lower
ratings generally result in higher borrowing costs as well as 
reduced access to the capital markets.  A security rating is
not a recommendation to buy, sell, or hold securities and may
be subject to revision or withdrawal at any time by the
assigning rating organization.  As of November 14, 1994, such
agencies had assigned the following ratings to GMAC:       



                                  - 7 -
<PAGE>8

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL     
         CONDITION AND RESULTS OF OPERATIONS (continued). 

                                       Medium- &
                                       Long-Term   Commercial
                                         Debt        Paper
                                       ---------   ----------
      Duff & Phelps Credit Rating Co.     A-         D-1
      Fitch Investors Service, Inc.       A-         F-1
      Moody's Investors Service, Inc.    Baa1        P-2
      Standard & Poor's Corporation      BBB+        A-2

     At this date, GMAC is not under review by any of the
above agencies; however, in July 1994, Standard & Poor's
Corporation affirmed its rating of GM and GMAC debt and its
positive rating outlook.

     The Company utilizes a variety of interest rate contracts
including interest rate swaps and options in the normal course
of managing its interest rate exposures.  The Company also
uses currency swaps to hedge its foreign currency denominated
debt.  The total notional amounts of off-balance sheet
instruments outstanding was $10.5 billion at September 30,
1994, compared with $8.6 billion at December 31, 1993 and $6.7
billion at September 30, 1993 which are summarized as follows:

                             Sept. 30    Dec. 31     Sept. 30
(In billions of dollars)       1994        1993        1993
- -------------------------    --------    --------    --------

Currency swaps               $    1.7    $    1.6    $    1.3
Interest rate swaps               3.8         1.7         1.9
Interest rate options             5.0         5.3         3.5
                             --------    --------    --------
Total                        $   10.5    $    8.6    $    6.7
                             ========    ========    ========

     The Company has commitments to sell mortgages or
mortgage-backed securities comprised of mandatory delivery
contracts with investors totaling $1.3 billion at September
30, 1994, versus $3.0 billion at September 30, 1993.  Also
outstanding at September 30, 1994 and 1993, were commitments
to purchase/fund first mortgage loans at fixed prices totaling
$1.0 billion and $2.7 billion, respectively.    
















                                  - 8 -
<PAGE>9

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL     
         CONDITION AND RESULTS OF OPERATIONS (continued). 

CASH FLOWS

     For the nine month period ending September 30, 1994, cash
provided by operating activities totaled $3,979.9 million.
Such cash was used in net investing and financing activities
totaling $3,739.0 million and $2,491.1 million, respectively,
including dividends of $750 million, with a resultant decrease
in cash and cash equivalents amounting to $2,253.7 million. 
In comparison, cash provided by operating and investing
activities during the first nine months of 1993 totaled
$3,738.4 million and $9,600.7 million, respectively.  Such
cash was utilized to reduce debt by $13,133.5 million and pay
dividends of $1,000.0 million, with a net decrease in cash and
cash equivalents of $802.4 million.  The decrease in cash and
cash equivalents reflects a planned reduction in the liquidity
portfolio, due to continued favorable access to the capital
markets, as well as lower proceeds from sales of finance
receivables.

FINANCIAL REVIEW

     Financing revenue totaled $2.4 billion and $6.8 billion
for the third quarter and first nine months of 1994,
respectively, $164.3 million greater than the amount reported
for the comparable 1993 quarter and $144.4 million greater
than the amount recorded for the 1993 nine month period.  The
year-to-year increase is primarily attributable to increases
in leasing revenues, resulting from continued growth in
operating lease activity and greater wholesale revenue due to
GMAC's resumption of dealer wholesale inventory formerly
financed by General Motors.  This increase was partially
offset by reduced lease financing revenues due to General
Motors' reduction in fleet sales to daily rental companies.

     Interest and discount expense amounted to $1.0 billion
for the third quarter of 1994, compared with $1.1 billion for
the same period in 1993.  Interest and discount expense
totaled $3.1 billion for the first nine months of 1994, a
decrease of 14.8% from the comparable period in 1993.  The
average cost of funds worldwide for the third quarter of 1994
declined to 6.63%, a decrease of 32 basis points from a year
earlier.  The worldwide cost of funds averaged 6.56% for the
first nine months of 1994, down 37 basis points from a year
ago.  Total borrowing costs for United States operations
averaged 6.41% for the third quarter and 6.32% for the first
nine months of 1994, compared with 6.56% and 6.53%,
respectively, for the same 1993 periods.  The decline in
borrowing costs reflects a more favorable short-term funding
mix resulting from an increasingly positive perception of
GMAC's financial position by the capital markets.  







                                  - 9 -
<PAGE>10

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL     
         CONDITION AND RESULTS OF OPERATIONS (continued). 

     Depreciation expense on operating leases, primarily
GMAC's SmartLease program, amounted to $861.4 million for the
third quarter of 1994, compared with $692.4 million for the
same period in 1993.  For the first nine months of 1994,
depreciation expense on operating leases totaled $2,315.5
million compared to $1,980.3 million for the first nine months
of 1993, with the increase attributable to continued
successful marketing of the SmartLease program in the United
States and Canada.

     Other income, including gains on receivable sales, as
well as servicing fees and other income related to sold
finance receivables, amounted to $426.2 million and $1,215.7
million for the third quarter and first nine months of 1994,
compared with $631.7 million and $2,042.7 million,
respectively, for the same periods of 1993.  The decreases are
primarily attributable to a quarter-to-quarter decrease of 
$143.8 million and a nine months decrease of $458.1 million
due to lower interest and service fees from General Motors as
a result of the termination of the financing agreement whereby
GM had previously assumed some dealer wholesale inventory
financing.  This reduction is offset by increased financing
revenues on wholesale receivables.  Capital gains at MIC for
the nine month period ended September 30, 1994 decreased
$129.2 million from the comparable prior year period,
primarily reflecting non-recurring capital gains recognized
during the first nine months of 1993.

     Other operating expenses, including salaries and benefits
and insurance losses and loss adjustment expenses, totaled 
$792.2 million for the third quarter and $2,249.4 million for
the first nine months of 1994, $8.9 million and $47.1 million
lower than the respective comparable 1993 periods.  The
decrease is primarily attributable to lower losses incurred on
commercial lines and lower commission expenses for originated
mortgages, as well as reduced amortization of purchased
mortgage servicing rights.

     GMAC has continued to have significantly improved charge-
off and recovery experience.  Based on these continued
improvements, the Company adjusted its reserves accordingly
which resulted in a provision for losses on finance
receivables of $(8.5) million for the third quarter of 1994,
compared to a provision of $116.7 million in the same period
of 1993.  For the first nine months of 1994, the provision for
losses on finance receivables totaled $110.4 million as
compared to $292.6 million for the first nine months of 1993. 
Total net chargeoffs for the third quarter and first nine
months of 1994 were $44.8 million and $149.5 million,
respectively, as compared to $93.4 million and $271.5 million
in the third quarter and first nine months of 1993.  As a
result of this continued favorable loss experience, net retail
losses were 0.49% and 0.48% of total serviced assets during
the third quarter and first nine months of 1994, as compared
to 0.54% and 0.60% for the same periods last year.


                                 - 10 -
<PAGE>11

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL     
         CONDITION AND RESULTS OF OPERATIONS (continued). 

     United States, foreign and other income taxes amounted to
$122.2 million for the third quarter of 1994, $25.9 million
less than the comparable 1993 period.  The reduction primarily
reflects a $29.3 million unfavorable impact of the one
percentage point increase in the U.S. federal corporate income
tax rate recorded in the third quarter of 1993.  For the first
nine months of 1994, U.S., foreign and other income taxes
amounted to $385.7 million, $106.0 million below the same
period of 1993, primarily reflecting reduced pre-tax income
and a lower effective tax rate on a consolidated basis.  The
reduction in the effective tax rate of 2.8 points is
attributable to reductions in accruals from prior years based
upon the periodic assessment of the adequacy of such accruals.

     On a consolidated basis, GMAC's return on average equity
capital was 12.3% for the third quarter and 11.4% for the
first nine months of 1994, compared with 9.9% and 12.4%,
respectively, for the same 1993 periods.

ACCOUNTING STANDARDS

     In November 1992, the Financial Accounting Standards
Board (FASB) issued SFAS No. 112, Employers' Accounting for
Postemployment Benefits, which established a new accounting
principle for the cost of benefits provided to former or
inactive employees after employment but before retirement. 
The Company adopted this standard effective January 1, 1994;
as stated earlier, the after-tax unfavorable cumulative effect
of this change at January 1 was $7.4 million.  The ongoing
effect in subsequent periods is not material.

     In May 1993, the FASB issued SFAS No. 114, Accounting by
Creditors for Impairment of a Loan, which amends SFAS No. 5,
Accounting for Contingencies, to clarify that a creditor
should evaluate the collectibility of both contractual
interest and principal of all receivables when assessing the
need for a loss accrual.  SFAS No. 114 also amends SFAS No.
15, Accounting by Debtors and Creditors for Troubled Debt
Restructurings, to require creditors to measure all loans that
are restructured in a troubled debt restructuring involving
modification of terms to reflect the time value of money. 
SFAS No. 114 applies to financial statements for fiscal years
beginning after December 15, 1994.  The Company adopted this
standard effective January 1, 1994.  The Company's loans
primarily consist of large groups of smaller-balance
homogeneous loans which are collectively evaluated for
impairment and to which this standard does not apply. 
However, certain loans of the Company affected by this
Statement are currently carried at the lower of book value or
the fair value of the collateral.  The net book value of such
loans at September 30, 1994, was $186.0 million, net of $174.9
million valuation reserve.  There was no material impact on
the consolidated financial position or results of operations
as a result of adoption.  



                                 - 11 -
<PAGE>12

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL     
         CONDITION AND RESULTS OF OPERATIONS (concluded). 

     In October 1994, the FASB issued SFAS No. 118, Accounting
by Creditors for Impairment of a Loan - Income Recognition and
Disclosures, amending SFAS No. 114.  This Statement is
effective for financial statements for fiscal years beginning
after December 15, 1994.  The requirements of SFAS No. 118
will be reviewed and incorporated in the Company's Annual
Report as necessary.

     In May 1993, the FASB also issued SFAS No. 115,
Accounting for Certain Investments in Debt and Equity
Securities, which addresses the accounting and reporting for
investments in debt and equity securities that have readily
determinable fair values.  The Company's investments are
predominantly categorized as "Available-for-Sale" reported at
fair value with unrealized gains or losses reported separately
(net of tax) in stockholder's equity.  The two other
classifications in this Statement are "Held-to-Maturity
Securities", reported at amortized cost, and "Trading
Securities", also reported at fair value with unrealized gains
or losses reported in earnings.  Investments are categorized
based upon the intent of the Company for which the securities
were purchased.

     This Statement is effective for fiscal years beginning
after December 15, 1993.  The Company adopted this standard
effective January 1, 1994.  The cumulative favorable effect to
stockholder's equity at January 1, 1994, was $127.5 million,
net of tax.


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


























                                 - 12 -
<PAGE>13

                   RATIO OF EARNINGS TO FIXED CHARGES

                            Nine Months Ended
                              September 30
                            -----------------
                            1994        1993
                            ----        ----
                            1.34        1.34

     The ratio of earnings to fixed charges has been computed
by dividing earnings before income taxes and fixed charges by
the fixed charges.  This ratio includes the earnings and fixed
charges of the Company and its consolidated subsidiaries;
fixed charges consist of interest, debt discount and expense
and the portion of rentals for real and personal properties in
an amount deemed to be representative of the interest factor.



                       PART II.  OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  EXHIBITS:

          20.  General Motors Acceptance Corporation and
               Subsidiaries Consolidated Financial Statements
               for the Third Quarter and Nine Months Ended
               September 30, 1994.

          27.  Financial Data Schedule (for SEC electronic
               filing information only).

     (b)  REPORTS ON FORM 8-K:

          No Current Report on Form 8-K was filed during the
          third quarter ended September 30, 1994.























                                 - 13 -
<PAGE>14

                               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 thereunto duly
authorized.



                                    GENERAL MOTORS ACCEPTANCE CORPORATION
                                    -------------------------------------
                                                 (Registrant)            



                              s\  John D. Finnegan          
                                        ---------------------------------
Dated:  November 14, 1994     John D. Finnegan, Executive Vice 
        -----------------     President and Principal          
                              Financial Officer                
             



                              s\  Gerald E. Gross             
                                        ---------------------------------
Dated:  November 14, 1994     Gerald E. Gross, Comptroller     
        -----------------     and Principal Accounting Officer 
































                                 - 14 -
<PAGE>15

                                                            EXHIBIT 20   
                                                            Page 1 of 17 

CONSOLIDATED BALANCE SHEET

ASSETS

                                           Sept. 30    Dec. 31   Sept. 30
(in millions of dollars)                     1994       1993       1993
- --------------------------------------     ---------  ---------  --------- 
Cash and Cash Equivalents  . . . . . .     $ 1,774.4  $ 4,028.1  $ 3,068.7
                                           ---------  ---------  ---------
EARNING ASSETS

INVESTMENTS IN SECURITIES (Note 1)  
Bonds, notes and other securities  . .       3,053.6    2,928.7    2,948.6
Equity securities  . . . . . . . . . .         459.8      521.0      528.6
                                           ---------  ---------  ---------
Total investments in securities  . . .       3,513.4    3,449.7    3,477.2
                                           ---------  ---------  ---------
FINANCE RECEIVABLES (Note 2)
Finance receivables  . . . . . . . . .      52,277.7   54,882.8   46,794.8
Allowance for financing losses . . . .        (710.2)    (748.0)    (758.5)
                                           ---------  ---------  ---------
Finance receivables (net)  . . . . . .      51,567.5   54,134.8   46,036.3
                                           ---------  ---------  ---------
OTHER EARNING ASSETS

Receivables General Motors
 Corporation (Note 6)  . . . . . . . .       1,296.4    1,355.5   10,043.2
Net equipment on operating leases  . .      16,481.8   11,363.5   10,755.1
Real estate mortgages held for sale, 
 at lower of cost or market  . . . . .       1,928.7    1,827.5    1,931.9
Due and deferred from receivable 
 sales (net) (Note 5)  . . . . . . . .       1,599.6    1,857.6    1,511.4
Other (Note 6) . . . . . . . . . . . .       1,003.3      795.2      606.4
                                           ---------  ---------  ---------
Total earning assets   . . . . . . . .      77,390.7   74,783.8   74,361.5
                                           ---------  ---------  ---------
OTHER ASSETS

Intangible assets, at cost 
 less amortization . . . . . . . . . .         362.7      360.9      392.8
Other nonearning assets  . . . . . . .       1,680.9    1,578.0    1,703.9
                                           ---------  ---------  ---------
Total other assets . . . . . . . . . .       2,043.6    1,938.9    2,096.7
                                           ---------  ---------  ---------
TOTAL ASSETS . . . . . . . . . . . . .     $81,208.7  $80,750.8  $79,526.9
                                           =========  =========  =========


Certain amounts for 1993 have been reclassified 
 to conform with 1994 classifications.  

Reference should be made to the Notes to 
 Financial Statements.
















                                                              (continued)
<PAGE>16

                                                            EXHIBIT 20   
                                                            Page 2 of 17 

CONSOLIDATED BALANCE SHEET (continued)

LIABILITIES AND STOCKHOLDER'S EQUITY                         

                                           Sept. 30    Dec. 31   Sept. 30
(in millions of dollars)                     1994       1993       1993
- --------------------------------------     ---------  ---------  ---------
NOTES, LOANS AND DEBENTURES 
 PAYABLE WITHIN ONE YEAR 
 (Note 3)  . . . . . . . . . . . . . .     $30,451.5  $35,084.4  $32,997.4
                                           ---------  ---------  ---------
ACCOUNTS PAYABLE AND OTHER LIABILITIES

General Motors Corporation and 
 affiliated companies (Note 6) . . . .       2,712.9    2,487.5    2,133.2
Interest . . . . . . . . . . . . . . .       1,416.0    1,006.6    1,717.1
Unpaid insurance losses and loss 
 adjustment expenses . . . . . . . . .       1,581.6    1,569.4    1,591.6
Unearned insurance premiums  . . . . .       1,422.3    1,337.4    1,332.7
Deferred income taxes  . . . . . . . .       1,436.0    1,193.2      982.0
United States and foreign income and 
 other taxes payable . . . . . . . . .         253.7       35.5       94.6
Other postretirement benefits  . . . .         560.6      524.9      512.0
Other  . . . . . . . . . . . . . . . .       2,356.4    1,970.8    2,049.4
                                           ---------  ---------  ---------
Total accounts payable and other 
 liabilities . . . . . . . . . . . . .      11,739.5   10,125.3   10,412.6
                                           ---------  ---------  ---------
NOTES, LOANS AND DEBENTURES
 PAYABLE AFTER ONE YEAR (Note 4) . . .      31,173.4   27,688.8   28,209.8
                                           ---------  ---------  ---------
STOCKHOLDER'S EQUITY
Common stock, $100 par value 
 (outstanding 22,000,000 shares in 1994
 and 21,650,000 in 1993) (Note 8)  . .       2,200.0    2,165.0    2,165.0
Net income retained for use 
 in the business . . . . . . . . . . .       5,537.2    5,609.0    5,652.2
Net unrealized gains on securities . .         107.6      164.3      171.4
Unrealized accumulated foreign 
 currency translation adjustments  . .          (0.5)     (86.0)     (81.5)
                                           ---------  ---------  ---------
Total stockholder's equity . . . . . .       7,844.3    7,852.3    7,907.1
                                           ---------  ---------  ---------
TOTAL LIABILITIES AND 
 STOCKHOLDER'S EQUITY  . . . . . . . .     $81,208.7  $80,750.8  $79,526.9
                                           =========  =========  =========


Certain amounts for 1993 have been reclassified 
 to conform with 1994 classifications.

Reference should be made to the Notes to 
 Financial Statements.

















<PAGE>17

                                                            EXHIBIT 20   
                                                            Page 3 of 17 

CONSOLIDATED STATEMENT OF INCOME AND
NET INCOME RETAINED FOR USE IN THE BUSINESS

                                        Period Ended September 30           
                                  Third Quarter           Nine Months
                               --------------------   --------------------
(in millions of dollars)         1994       1993        1994       1993
- -----------------------------  ---------  ---------   ---------  ---------
FINANCING REVENUE
Retail and lease financing  .  $   660.7  $   959.2   $ 2,167.2  $ 2,910.6
Leasing . . . . . . . . . . .    1,300.4      980.8     3,486.0    2,869.6
Wholesale and term loans  . .      390.4      247.2     1,166.0      894.6  
                               ---------  ---------   ---------  ---------
Total financing revenue . . .    2,351.5    2,187.2     6,819.2    6,674.8
Interest and discount . . . .   (1,041.6)  (1,114.1)   (3,096.9)  (3,635.6)
Depreciation on operating 
 leases . . . . . . . . . . .     (861.4)    (692.4)   (2,315.5)  (1,980.3)
                               ---------  ---------   ---------  ---------
Net financing revenue . . . .      448.5      380.7     1,406.8    1,058.9
Insurance premiums earned . .      282.6      300.9       848.2      857.6
Other income  . . . . . . . .      426.2      631.7     1,215.7    2,042.7
                               ---------  ---------   ---------  ---------
NET FINANCING REVENUE AND 
 OTHER  . . . . . . . . . . .    1,157.3    1,313.3     3,470.7    3,959.2
                               ---------  ---------   ---------  ---------
EXPENSES

Salaries and benefits . . . .      212.7      209.8       617.5      616.3
Other operating expenses  . .      309.8      305.7       863.6      832.1
Insurance losses and loss 
 adjustment expenses  . . . .      269.7      285.6       768.3      848.1
Provision for financing 
 losses . . . . . . . . . . .       (8.5)     116.7       110.4      292.6
Amortization of intangible 
 assets . . . . . . . . . . .        6.8       42.6        39.6      104.1
                               ---------  ---------   ---------  --------- 
Total expenses  . . . . . . .      790.5      960.4     2,399.4    2,693.2
                               ---------  ---------   ---------  ---------
Income before income taxes  .      366.8      352.9     1,071.3    1,266.0
United States, foreign and 
 other income taxes . . . . .      122.2      148.1       385.7      491.7
                               ---------  ---------   ---------  ---------
Income before cumulative 
 effect of accounting 
 changes  . . . . . . . . . .      244.6      204.8       685.6      774.3
Cumulative effect of 
 accounting change  . . . . .       --         --          (7.4)      --
                               ---------  ---------   ---------  ---------
NET INCOME  . . . . . . . . .      244.6      204.8       678.2      774.3
Net income retained for use 
 in the business at beginning 
 of the period  . . . . . . .    5,542.6    5,947.4     5,609.0    5,877.9  
                               ---------  ---------   ---------  ---------
Total . . . . . . . . . . . .    5,787.2    6,152.2     6,287.2    6,652.2
Cash dividends  . . . . . . .      250.0      500.0       750.0    1,000.0
                               ---------  ---------   ---------  ---------
NET INCOME RETAINED FOR USE 
 IN THE BUSINESS AT END OF 
 THE PERIOD . . . . . . . . .  $ 5,537.2  $ 5,652.2   $ 5,537.2  $ 5,652.2
                               =========  =========   =========  ========= 


Certain amounts for 1993 have been reclassified 
 to conform with 1994 classifications.  

Reference should be made to the Notes to 
 Financial Statements.



<PAGE>18

                                                            EXHIBIT 20   
                                                            Page 4 of 17 

CONSOLIDATED STATEMENT OF CASH FLOWS
                                                     Nine Months Ended
                                                       September 30 
                                                   ---------------------
(in millions of dollars)                             1994        1993
- ---------------------------------------------      ---------   ---------
CASH FLOWS FROM OPERATING ACTIVITIES

Income before cumulative effect of
 accounting changes . . . . . . . . . . . . .      $   685.6   $   774.3
Depreciation  . . . . . . . . . . . . . . . .        2,338.2     2,010.0
Taxes payable and deferred  . . . . . . . . .          469.6       (43.8)
Provision for financing losses  . . . . . . .          110.4       292.6
General Motors Corporation and affiliated 
 companies  . . . . . . . . . . . . . . . . .          192.8      (705.7)
Origination/purchase of mortgage loans  . . .       (8,497.2)  (13,997.9)
Proceeds on sale of mortgage loans  . . . . .        8,396.0    14,604.6   
Interest payable  . . . . . . . . . . . . . .          401.3       525.1 
Other assets  . . . . . . . . . . . . . . . .         (572.6)     (227.3)
Other liabilities . . . . . . . . . . . . . .          372.5       166.4
Other . . . . . . . . . . . . . . . . . . . .           83.3       340.1
                                                   ---------   ---------
Net cash provided by operating activities . .        3,979.9     3,738.4 
                                                   ---------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES

Finance receivables-acquisitions  . . . . . .     (114,308.9)  (75,017.4)
                   -liquidations  . . . . . .      112,614.9    76,491.4
Notes receivable General Motors Corporation .           59.1     1,520.0
Operating leases-acquisitions . . . . . . . .       (9,742.2)   (4,882.1)
                -liquidations . . . . . . . .        2,544.4     1,953.3
Investments in securities-acquisitions  . . .       (9,707.2)   (9,021.9)
                         -liquidations  . . .        9,563.6     8,706.7
Net increase in short-term investments  . . .            6.2        --
Proceeds from sales of receivables  . . . . .        4,747.0     9,368.7 
Due and deferred from receivable sales  . . .          257.7      (195.1)
Other . . . . . . . . . . . . . . . . . . . .          226.4       677.1
                                                   ---------   ---------
Net cash (used in) provided by investing 
 activities . . . . . . . . . . . . . . . . .       (3,739.0)    9,600.7
                                                   ---------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES

Debt with original maturities 90 days and over
  -proceeds . . . . . . . . . . . . . . . . .       37,791.7    26,666.6
  -liquidations . . . . . . . . . . . . . . .      (37,803.3)  (33,934.8)
Debt with original maturities less than 90 
 days-net change  . . . . . . . . . . . . . .       (1,764.5)   (5,865.3)
Dividends paid  . . . . . . . . . . . . . . .         (750.0)   (1,000.0)
Proceeds from issuance of stock . . . . . . .           35.0        --
                                                   ---------   ---------
Net cash used in financing activities . . . .       (2,491.1)  (14,133.5)
                                                   ---------   ---------
Effect of exchange rate changes on cash and 
 cash equivalents . . . . . . . . . . . . . .           (3.5)       (8.0)
                                                   ---------   ---------
Net decrease in cash and cash equivalents . .       (2,253.7)     (802.4)
Cash and cash equivalents at the beginning of 
 the period . . . . . . . . . . . . . . . . .        4,028.1     3,871.1
                                                   ---------   ---------
Cash and cash equivalents at the end of the 
 period . . . . . . . . . . . . . . . . . . .      $ 1,774.4   $ 3,068.7
                                                   =========   =========


Certain amounts for 1993 have been reclassified 
 to conform with 1994 classifications.

Reference should be made to the Notes to 
 Financial Statements.
<PAGE>19

                                                            EXHIBIT 20   
                                                            Page 5 of 17 
NOTES TO FINANCIAL STATEMENTS            

NOTE 1.  INVESTMENTS IN SECURITIES 

     As of January 1, 1994, GMAC adopted SFAS 115.  As a
result, GMAC's bonds, notes, certificates of deposit, other
investments and preferred stocks with mandatory redemption
terms are carried at market value.  In prior years, these
investments were carried at amortized cost.  Other stocks are
carried at market (fair) value for both years.  The aggregate
excess of market value over cost, net of related income taxes,
is included as a separate component of stockholder's equity. 
The fair value of the other financial instruments presented
herein is based on quoted market prices.  


- --------------------------------------------------------------
(in millions of dollars)       September 30, 1994
                                Fair    Unrealized  Unrealized
Type of Security     Cost       Value     Gains       Losses
- ----------------   ---------  --------- ----------  ----------
Bonds, notes and 
 other securities 
 United States 
  government and
  governmental 
  agencies and 
  authorities . .  $   362.9  $   353.0  $     1.2  $   (11.1)
 States, 
  municipalities 
  and political 
  subdivisions  .    1,881.8    1,862.6       52.1      (71.3)
 Other  . . . . .      846.1      835.6       12.8      (23.3)
Preferred stocks 
 with mandatory 
 redemption           
 terms  . . . . .        2.4        2.4        0.0        0.0
                   ---------  ---------  ---------  ---------  
                      
Total bonds, notes 
 and other 
 securities . . .  $ 3,093.2  $ 3,053.6  $    66.1  $  (105.7) 
                   =========  =========  =========  =========
















<PAGE>20

                                                            EXHIBIT 20   
                                                            Page 6 of 17 
NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 1.  INVESTMENTS IN SECURITIES (continued)

     The distribution of maturities of debt securities
outstanding at September 30, 1994, December 31, 1993 and
September 30, 1993 is summarized as follows:
- ------------------------------------------------------------
(in millions of 
 dollars)          September 30, 1994    December 31, 1993     
                               Fair                  Fair
Maturity            Cost       Value      Cost       Value
- ---------------   ---------  ---------  ---------  ---------
Due in one year 
 or less  . . .   $   172.2  $   173.8  $   168.0  $   173.5
Due after one 
 year through 
 five years . .       622.6      627.5      621.6      663.7
Due after five 
 years through 
 ten years  . .     1,016.5    1,010.4      876.6      931.8
Due after ten 
 years  . . . .     1,144.2    1,105.2    1,075.2    1,157.4
Mortgage-backed 
 securities . .       135.3      134.3      182.5      193.7
Preferred 
 stock-mandatory 
 redemption 
 terms  . . . .         2.4        2.4        4.8        4.8   
                  ---------  ---------  ---------  ---------
Total debt 
 securities . .   $ 3,093.2  $ 3,053.6  $ 2,928.7  $ 3,124.9   
                  =========  =========  =========  ========= 
- -------------------------------------------------------------
(in millions of 
 dollars)          September 30, 1993                          
                               Fair                   
Maturity            Cost       Value       
- ---------------   ---------  ---------   
Due in one year 
 or less  . . .   $   131.7  $   137.9   
Due after one 
 year through 
 five years . .       604.3      645.1       
Due after five 
 years through 
 ten years  . .       897.1      959.6       
Due after ten 
 years  . . . .     1,080.6    1,159.5     
Mortgage-backed 
 securities . .       230.1      236.7       
Preferred 
 stock-mandatory 
 redemption 
 terms  . . . .         4.8        4.8                         
                  ---------  ---------   
Total debt 
 securities . .   $ 2,948.6  $ 3,143.6                         
                  =========  =========    
<PAGE>21

                                                            EXHIBIT 20   
                                                            Page 7 of 17 
NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 1.  INVESTMENTS IN SECURITIES (continued)

     Proceeds from the sale of debt securities amounted to
$827.4 million, $2,093.4 million and $1,729.7 million at
September 30, 1994, December 31, 1993 and September 30, 1993,
respectively.  Gross realized gains amounted to $10.8 million,
$58.6 million and $51.7 million at September 30, 1994,
December 31, 1993 and September 30, 1993, respectively.  Gross
realized losses amounted to $10.1 million, $13.3 million and
$4.2 million at September 30, 1994, December 31, 1993 and
September 30, 1993, respectively.

- --------------------------------------------------------------
(in millions of 
 dollars)        
                   September 30, 1994    December 31, 1993
Type of                        Fair                  Fair
Security            Cost       Value      Cost       Value
- ----------------  ---------  ---------  ---------  ---------
Equity 
 securities-
 common stocks
 Public 
  utilities . . . $    20.3  $    41.6  $    19.8  $    46.1
 Banks, trust and 
  insurance 
  companies . . .      18.6       27.0       10.4       22.1
 Industrial and 
  miscellaneous       214.1      391.2      236.0      452.8
                  ---------  ---------  ---------  ---------
Total equity 
 securities . . . $   253.0  $   459.8  $   266.2  $   521.0
                  =========  =========  =========  =========

- --------------------------------------------------------------
(in millions of 
 dollars)        
                   September 30, 1993          
Type of                        Fair         
Security            Cost       Value      
- ----------------  ---------  ---------   
Equity 
 securities-
 common stocks
 Public 
  utilities . . . $    20.0  $    49.8   
 Banks, trust and 
  insurance 
  companies . . .       8.6       24.2         
 Industrial and 
  miscellaneous       236.4      454.6      
                  ---------  ---------    
Total equity 
 securities . . . $   265.0  $   528.6   
                  =========  =========   


<PAGE>22

                                                            EXHIBIT 20   
                                                            Page 8 of 17 
NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 1.  INVESTMENTS IN SECURITIES (concluded)

     The difference between fair (market) value and cost of
equity securities at September 30, 1994, December 31, 1993 and
September 30, 1993, consisted of gross unrealized gains
(excess of market value over cost) of $215.2 million, $270.9
million and $285.6 million and gross unrealized losses (excess
of cost over market value) of $8.4 million, $16.1 million and
$22.0 million, respectively.     

     Net realized gains from the sale of equity securities
amounted to $54.5 million, $158.2 million and $136.9 million
at September 30, 1994, December 31, 1993 and September 30,
1993, respectively.  


NOTE 2.  FINANCE RECEIVABLES

     The composition of finance receivables outstanding at
September 30, 1994, December 31, 1993 and September 30, 1993
is summarized as follows:
                              Sept. 30    Dec. 31   Sept. 30
(in millions of dollars)        1994       1993       1993
- ---------------------------   ---------  ---------  ---------
United States
 Retail . . . . . . . . . .   $23,632.1  $22,322.2  $24,291.2
 Wholesale  . . . . . . . .    12,382.6   16,290.3    6,457.7
 Leasing and lease 
  financing . . . . . . . .     1,660.1    2,372.1    2,677.0
 Term loans to dealers and
  others  . . . . . . . . .     3,523.0    3,984.4    3,923.9
                              ---------  ---------  ---------
Total United States . . . .    41,197.8   44,969.0   37,349.8

Canada and International 
 Retail . . . . . . . . . .     7,702.3    6,846.4    7,120.3
 Wholesale  . . . . . . . .     4,620.4    4,383.3    3,814.5
 Leasing and lease 
  financing . . . . . . . .     1,681.3    1,491.3    1,641.0
 Term loans to dealers and 
  others  . . . . . . . . .       444.1      387.9      278.0
                              ---------  ---------  ---------
Total Canada and 
 International  . . . . . .    14,448.1   13,108.9   12,853.8
                              ---------  ---------  ---------
Total finance receivables .    55,645.9   58,077.9   50,203.6 

Deductions
 Unearned income  . . . . .     3,368.2    3,195.1    3,408.8
 Allowance for financing 
  losses  . . . . . . . . .       710.2      748.0      758.5
                              ---------  ---------  ---------
Total deductions  . . . . .     4,078.4    3,943.1    4,167.3
                              ---------  ---------  ---------
Finance receivables (net) .   $51,567.5  $54,134.8  $46,036.3
                              =========  =========  =========

<PAGE>23

                                                            EXHIBIT 20   
                                                            Page 9 of 17 
NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 3.   NOTES, LOANS AND DEBENTURES
          PAYABLE WITHIN ONE YEAR
                               
                              Sept. 30    Dec. 31   Sept. 30
(in millions of dollars)        1994       1993       1993
- ---------------------------   ---------  ---------  --------- 
Short-term notes
 Commercial paper . . . . .   $13,920.0  $14,521.1  $11,739.2
 Master notes . . . . . . .       547.3      467.8      517.9
 Demand notes . . . . . . .     2,490.0    2,161.0    2,189.9
 Other  . . . . . . . . . .       766.8      645.5      494.2
                              ---------  ---------  ---------
Total principal amount  . .    17,724.1   17,795.4   14,941.2
Unamortized discount  . . .      (117.2)     (61.6)     (58.7)
                              ---------  ---------  ---------
Total . . . . . . . . . . .    17,606.9   17,733.8   14,882.5
                              ---------  ---------  ---------
Bank loans and overdrafts .     4,796.6    5,716.6    5,558.7
                              ---------  ---------  ---------

Other notes, loans and 
 debentures payable 
 within one year
  Medium-term notes . . . .     5,819.4    8,569.0    9,565.2
  Other . . . . . . . . . .     2,228.6    3,065.0    2,991.0
                              ---------  ---------  ---------
Total . . . . . . . . . . .     8,048.0   11,634.0   12,556.2
                              ---------  ---------  ---------
Total payable within one 
 year . . . . . . . . . . .   $30,451.5  $35,084.4  $32,997.4
                              =========  =========  =========

     Commercial paper is offered in the United States and
Europe in varying terms ranging up to 270 days.  Master notes
represent borrowings on a demand basis arranged generally
under agreements with trust departments of certain banks. 
GMAC's Variable Rate Demand Note Program is made available to
employees and retirees of General Motors Corporation and their
participating subsidiaries and affiliates, and their immediate
family members, GM dealers and their employees and affiliates,
and stockholders of General Motors Corporation.  Bank loans
are generally made on a demand basis.  Medium-term notes are
offered in the United States, Canada, Europe and Asia in
varying terms ranging from more than nine months to thirty
years.












<PAGE>24

                                                            EXHIBIT 20   
                                                            Page 10 of 17
NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 4.  NOTES, LOANS, AND DEBENTURES
         PAYABLE AFTER ONE YEAR           

(in millions 
 of dollars)       Weighted 
               Average Interest 
                   Rates at     Sept. 30   Dec. 31  Sept. 30
  Maturity      Sept. 30, 1994    1994      1993      1993
- --------------  --------------  --------- --------- ---------
NOTES, LOANS 
AND DEBENTURES
United States 
 currency 
  1994  . . . .       --        $   --    $   --    $ 2,301.8 
  1995  . . . .       6.6%        1,286.3   6,040.1   5,595.3
  1996  . . . .       6.7%        8,070.7   5,173.1   4,226.8
  1997  . . . .       7.1%        5,836.8   4,391.6   4,216.7
  1998  . . . .       6.7%        2,020.4   1,455.7   1,088.3
  1999  . . . .       6.7%        3,182.4   1,600.0   1,600.0  
  2000 - 2004 .       8.3%        3,920.3   3,249.1   3,400.0
  2005 - 2009 .       8.8%          200.0     200.0     650.0 
  2010 - 2014 .      10.2%        1,203.5   1,203.5   1,203.5
  2015 - 2049 .       8.9%          748.7     748.7     748.7
                                --------- --------- ---------
Total United 
 States currency                 26,469.1  24,061.8  25,031.1
Other currencies
1994 - 1998 . .       7.1%        5,500.7   4,442.4   4,001.6
                                --------- --------- ---------
Total notes, 
 loans and 
 debentures . .                  31,969.8  28,504.2  29,032.7
Unamortized 
 discount . . .                    (796.4)   (815.4)   (822.9)
                                --------- --------- ---------
Total notes, 
 loans and 
 debentures 
 payable after 
 one year . . .                 $31,173.4 $27,688.8 $28,209.8
                                ========= ========= =========

     The Company has outstanding warrants to subscribe for up
to $75 million aggregate principal amount of 7.00% Notes due
August 15, 2001.  The warrants are exercisable up to and
including August 15, 2000.

     The Company has outstanding warrants to subscribe for up
to $300 million aggregate principal amount of 6.50% Notes due
October 15, 2009.  The warrants are exercisable up to and
including October 15, 2007.






<PAGE>25

                                                            EXHIBIT 20   
                                                            Page 11 of 17
NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 5.  SALE OF FINANCE RECEIVABLES 

     During the third quarter of 1994, the Company sold retail
receivables with principal aggregating $1,529.4 million,
compared with $3,052.3 million for the third quarter of 1993. 
Pre-tax gains relating to such sales recorded in "Other
Income" (excluding limited recourse loss provisions) amounted
to $7.0 million, compared with $90.7 million for the third
quarter of 1993.  For the first nine months of 1994 and 1993,
pre-tax gains on such sales amounted to $25.0 million and
$341.5 million, respectively.

     The Company sells retail receivables through special
purpose subsidiaries which absorb all losses related to sold
receivables to the extent of their subordinated investments,
as well as certain segregated restricted cash flows. 
Appropriate limited recourse loss provisions associated with
sold receivables are included in the Company's provision for
financing losses.

     During the first quarter of 1994, the Company completed
its first wholesale receivable sale which included $1,250.0
million floating rate term notes sold to the public and
floating rate subordinated certificates of $132.0 million
privately placed.  The certificates, when taken together with
the reserve fund, provides credit support for the notes.  As
part of the transaction, a floating rate revolving note
initially totaling $850.3 million, which has a varying balance
up to a maximum of $1,250.0 million, was also issued and was
sold on July 1, 1994 in a private transaction to a non-
consolidated special purpose entity.

     The Company's interest in excess servicing cash flows,
subordinated interest in trusts, cash deposits and other
related amounts are generally restricted assets and subject to
limited recourse provisions.  The following is a summary of
amounts included in "Due and deferred from receivable sales
(net)".

                              Sept. 30    Dec. 31   Sept. 30
(in millions of dollars)        1994       1993       1993
- ---------------------------   ---------  ---------  ---------
Excess servicing  . . . . .   $   457.3  $   745.5  $   690.4
Other restricted amounts:
 Subordinated interest in 
  trusts  . . . . . . . . .       550.5      726.8      760.0
 Cash deposits held by trusts     721.9      557.5      377.9
Deferred servicing and 
 other   .. . . . . . . . .       (50.1)     (64.9)     (76.4)
Allowance for estimated 
 credit losses on sold 
 receivables  . . . . . . .       (80.0)    (107.3)    (240.5)
                              ---------  ---------  ---------
Total . . . . . . . . . . .   $ 1,599.6  $ 1,857.6  $ 1,511.4
                              =========  =========  =========


<PAGE>26

                                                            EXHIBIT 20   
                                                            Page 12 of 17
NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 5.  SALE OF FINANCE RECEIVABLES (concluded)

     Outstanding principal balances of sold receivables
(including subordinated interests) at September 30, 1994,
December 31, 1993 and September 30, 1993 totaled $12.5
billion, $14.9 billion and $13.7 billion, respectively.

NOTE 6.  TRANSACTIONS WITH AFFILIATES

     The amounts due General Motors Corporation and affiliated
companies at the balance sheet dates relate principally to
current wholesale financing of sales of General Motors
products.

     Receivables from General Motors Corporation decreased to
$1.3 billion at September 30, 1994, compared with $1.4 billion
at December 31, 1993 and $10.0 billion at September 30, 1993. 
This reduction reflects the resumption by GMAC of dealer
wholesale inventory financing which had previously been
provided to dealers by General Motors.  Such General Motors
financing had been supported by a financing agreement under
which GMAC extended loans to General Motors.  This financing
agreement was terminated in the first quarter of 1994.

     The Company has purchased certain vehicles which General
Motors acquired from its fleet and rental customers.  The cost
of these vehicles held for resale, which is included in other
earning assets, at September 30, 1994, December 31, 1993 and
September 30, 1993 was $381.4 million, $607.7 million and
$379.8 million, respectively.

     The Company extends loans to certain subsidiaries and
affiliates of General Motors Corporation.  At September 30,
1994, December 31, 1993 and September 30, 1993, $1,296.4
million, $1,355.5 million and $1,372.9 million, respectively,
of such loans were outstanding.

NOTE 7.  FINANCIAL INSTRUMENTS

     GMAC utilizes a variety of interest rate contracts
including interest rate swaps, options and currency swaps in
the normal course of managing its interest rate exposures. 
The total notional amount of off-balance sheet instruments
outstanding was $10,467.2 million at September 30, 1994,
$8,623.9 million at December 31, 1993 and $6,685.0 million at
September 30, 1993.

     The Company has commitments to sell mortgages or
mortgage-backed securities at September 30, 1994 and 1993,
comprised of mandatory delivery contracts with investors
totaling $1,256.6 million and $3,038.9 million, respectively. 
Also outstanding at September 30, 1994 and 1993, were
commitments to purchase/fund first mortgage loans at fixed
prices totaling $1,010.7 million and $2,727.1 million,
respectively.


<PAGE>27

                                                            EXHIBIT 20   
                                                            Page 13 of 17
NOTES TO FINANCIAL STATEMENTS (concluded)

NOTE 8.  ISSUANCE OF COMMON STOCK

     In July 1994, the State of New York approved an increase
in the amount of authorized capital stock to $2,500,000,000,
consisting of 25,000,000 shares of common stock of the par
value of $100.  On July 29, 1994, General Motors Corporation,
the Company's sole stockholder, purchased an additional
350,000 shares of such common stock at the par value of $100. 



                     _______________________________
<PAGE>
<PAGE>28

                                                            EXHIBIT 20   
                                                            Page 14 of 17
SUPPLEMENTARY FINANCIAL DATA

SUMMARY OF FINANCING OPERATIONS*
                                        Period Ended September 30
                                  Third Quarter           Nine Months
                               --------------------   --------------------  
in millions of dollars)          1994       1993        1994       1993
- ---------------------------    ---------  ---------   ---------  --------- 
INCOME

Financing revenue   . . . .    $ 2,352.2  $ 2,187.8   $ 6,821.1  $ 6,676.8
 Interest and discount  . .      1,041.6    1,114.1     3,096.9    3,635.6
 Depreciation on operating                                      
  leases  . . . . . . . . .        861.4      692.4     2,315.5    1,980.3 
                               ---------  ---------   ---------  ---------
Net financing revenue . . .        449.2      381.3     1,408.7    1,060.9
Other income  . . . . . . .        311.3      522.6       931.8    1,638.9
                               ---------  ---------   ---------  ---------
Net financing revenue and 
 other  . . . . . . . . . .        760.5      903.9     2,340.5    2,699.8  
                               ---------  ---------   ---------  ---------
Expenses
 Salaries and benefits  . .        179.7      177.1       519.2      522.0
 Other operating 
  expenses  . . . . . . . .        259.8      264.0       726.9      712.5
 Provision for financing 
  losses  . . . . . . . . .         (8.5)     116.7       110.4      292.6
 Amortization of intangible 
  assets  . . . . . . . . .          4.3       40.1        32.1       96.6
                               ---------  ---------   ---------  ---------
Total expenses . . . . . . .       435.3      597.9     1,388.6    1,623.7
                               ---------  ---------   ---------  ---------
Income before income taxes .       325.2      306.0       951.9    1,076.1
United States, foreign and 
 other income taxes  . . . .       113.6      139.8       362.9      446.0  
                               ---------  ---------   ---------  ---------
Income before cumulative 
 effect of accounting 
 changes  . . . . . . . . .        211.6      166.2       589.0      630.1
Cumulative effect of 
 accounting change  . . . .         --         --          (6.8)      --    
                               ---------  ---------   ---------  ---------
Income from financing 
 operations . . . . . . . .    $   211.6  $   166.2   $   582.2  $   630.1  
                               =========  =========   =========  =========

*Before elimination of intercompany amounts.























                                                          (continued)    
<PAGE>29

                                                            EXHIBIT 20   
                                                            Page 15 of 17
SUPPLEMENTARY FINANCIAL DATA (continued)

SUMMARY OF FINANCING OPERATIONS* (concluded)

                              Sept. 30    Dec. 31   Sept. 30
(in millions of dollars)        1994       1993       1993
- ---------------------------   ---------  ---------  ---------
NET ASSETS

ASSETS                                    

Cash and cash equivalents .   $ 1,736.7  $ 3,980.6  $ 3,004.9
                              ---------  ---------  ---------
Earning Assets
 Investments in securities         16.1       18.4       14.6
                              ---------  ---------  ---------
 Finance receivables  . . .    52,277.7   54,882.8   46,794.8
 Less-Allowance for
  financing losses  . . . .      (710.2)    (748.0)    (758.5)
                              ---------  ---------  ---------
 Finance receivables (net)     51,567.5   54,134.8   46,036.3
 Receivable General Motors 
  Corporation   . . . . . .     1,296.4    1,355.5   10,043.2
 Other earning assets . . .    21,013.4   15,843.8   14,804.8
                              ---------  ---------  ---------
Total earning assets  . . .    73,893.4   71,352.5   70,898.9
                              ---------  ---------  ---------
Other assets  . . . . . . .     1,113.7    1,061.5    1,208.5
                              ---------  ---------  ---------
Total assets  . . . . . . .   $76,743.8  $76,394.6  $75,112.3
                              ---------  ---------  ---------
LIABILITIES

Notes, loans and debentures
 payable within one year  .   $30,451.5  $35,084.4  $32,997.4
                              ---------  ---------  ---------
Accounts payable and other 
 liabilities 
 General Motors Corporation 
  and affiliated 
  companies . . . . . . . .     2,732.5    2,514.0    2,191.2
 Other postretirement  
  benefits  . . . . . . . .       465.5      436.9      426.2
 Other  . . . . . . . . . .     5,244.2    3,991.9    4,515.3
                              ---------  ---------  ---------
Total accounts payable and 
 other liabilities  . . . .     8,442.2    6,942.8    7,132.7
                              ---------  ---------  ---------
Notes, loans and debentures
 payable after one year . .    31,173.4   27,688.8   28,209.8
                              ---------  ---------  ---------
Total liabilities   . . . .   $70,067.1  $69,716.0  $68,339.9
                              ---------  ---------  ---------
Net assets of financing 
 operations . . . . . . . .   $ 6,676.7  $ 6,678.6  $ 6,772.4
                              =========  =========  =========

*Before elimination of intercompany amounts.

<PAGE>30

                                                            EXHIBIT 20   
                                                            Page 16 of 17
SUPPLEMENTARY FINANCIAL DATA (continued)

SUMMARY OF INSURANCE OPERATIONS*
                                        Period Ended September 30
                                  Third Quarter           Nine Months
                               --------------------   --------------------  
in millions of dollars)          1994       1993        1994       1993
- ---------------------------    ---------  ---------   ---------  ---------  
INCOME

Net premiums written
 Personal lines . . . . . .    $   120.9  $   112.0   $   367.6  $   348.7
 Mechanical . . . . . . . .         79.9       96.9       241.9      256.3
 Life and disability  . . .         17.8       24.1        62.6       65.2
 Commercial lines, 
  reinsurance and 
  miscellaneous . . . . . .         85.6       86.1       262.1      249.7
                               ---------  ---------   ---------  ---------
Net premiums written  . . .        304.2      319.1       934.2      919.9
Changes in unearned 
 premiums . . . . . . . . .        (15.3)     (31.2)      (65.2)     (57.7)
                               ---------  ---------   ---------  ---------
Premiums earned   . . . . .        288.9      287.9       869.0      862.2
Investments and other 
 income . . . . . . . . . .        114.9      109.1       283.9      403.8
                               ---------  ---------   ---------  ---------
Total . . . . . . . . . . .        403.8      397.0     1,152.9    1,266.0

Expenses
 Salaries and benefits  . .         33.0       32.7        98.3       94.3
 Other operating 
  expenses  . . . . . . . .         72.6       45.3       203.5      146.5
 Losses and loss adjustment 
  expenses  . . . . . . . .        254.1      269.6       724.2      827.8
 Amortization of intangible 
  assets  . . . . . . . . .          2.5        2.5         7.5        7.5
                               ---------  ---------   ---------  ---------
Total expenses  . . . . . .        362.2      350.1     1,033.5    1,076.1
                               ---------  ---------   ---------  ---------
Income before income 
 taxes  . . . . . . . . . .         41.6       46.9       119.4      189.9
Income taxes  . . . . . . .          8.6        8.3        22.8       45.7
                               ---------  ---------   ---------  ---------
Income before cumulative 
 effect of accounting 
 changes  . . . . . . . . .         33.0       38.6        96.6      144.2
Cumulative effect of 
 accounting change  . . . .         --         --          (0.6)      --
                               ---------  ---------   ---------  ---------
Income from insurance 
 operations . . . . . . . .    $    33.0  $    38.6   $    96.0  $   144.2
                               =========  =========   =========  =========

*Before elimination of intercompany amounts.
















                                                          (continued)    
<PAGE>31

                                                            EXHIBIT 20   
                                                            Page 17 of 17
SUPPLEMENTARY FINANCIAL DATA (concluded)

SUMMARY OF INSURANCE OPERATIONS* (concluded)

                              Sept. 30    Dec. 31   Sept. 30
(in millions of dollars)        1994       1993       1993
- ---------------------------   ---------  ---------  ---------
NET ASSETS

ASSETS

Cash  . . . . . . . . . . .   $    37.7  $    47.5  $    63.8
Investments in securities .     3,497.3    3,431.3    3,462.6
Premiums and other 
 receivables  . . . . . . .       270.2      262.5      295.7
Deferred policy acquisition 
 cost . . . . . . . . . . .        76.6       77.0       80.5
Prepaid reinsurance 
 premiums . . . . . . . . .       125.2      105.5      104.5  
Reinsurance recoverable on 
 unpaid insurance losses 
 and loss adjustment 
 expense  . . . . . . . . .       216.3      220.3      199.0
Other assets  . . . . . . .       295.6      270.9      293.3
                              ---------  ---------  ---------
Total assets  . . . . . . .   $ 4,518.9  $ 4,415.0  $ 4,499.4
                              ---------  ---------  ---------
LIABILITIES

Unpaid insurance losses and 
 loss adjustment expenses .   $ 1,581.6  $ 1,569.4  $ 1,591.6
Unearned insurance 
 premiums . . . . . . . . .     1,422.3    1,337.4    1,332.7
Deferred federal income 
 taxes  . . . . . . . . . .       (51.5)     (11.3)      (8.4)
Other postretirement  
 benefits . . . . . . . . .        95.1       88.0       85.8
Other . . . . . . . . . . .       303.8      257.8      363.0
                              ---------  ---------  ---------
Total liabilities . . . . .   $ 3,351.3  $ 3,241.3  $ 3,364.7
                              ---------  ---------  ---------
Net assets of insurance 
 operations  . . . . . . .    $ 1,167.6  $ 1,173.7  $ 1,134.7
                              =========  =========  =========

*Before elimination of intercompany amounts.













<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
This Schedule contains summary financial information extracted from the General
Motors Acceptance Corporation Form 10-Q for the Period ending September 30, 1994
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994
<CASH>                                           1,774
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                      3,513
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                         55,646
<ALLOWANCE>                                        710
<TOTAL-ASSETS>                                  81,209
<DEPOSITS>                                           0
<SHORT-TERM>                                    30,452
<LIABILITIES-OTHER>                             11,740
<LONG-TERM>                                     31,173
<COMMON>                                         2,200
                                0
                                          0
<OTHER-SE>                                       5,644
<TOTAL-LIABILITIES-AND-EQUITY>                  81,209
<INTEREST-LOAN>                                  3,333
<INTEREST-INVEST>                                    0
<INTEREST-OTHER>                                 3,486
<INTEREST-TOTAL>                                 6,819
<INTEREST-DEPOSIT>                                   0
<INTEREST-EXPENSE>                               5,412
<INTEREST-INCOME-NET>                            1,407
<LOAN-LOSSES>                                      110
<SECURITIES-GAINS>                                  55
<EXPENSE-OTHER>                                  2,289
<INCOME-PRETAX>                                  1,071
<INCOME-PRE-EXTRAORDINARY>                         686
<EXTRAORDINARY>                                      0
<CHANGES>                                          (7)
<NET-INCOME>                                       678
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                          0
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                     0
<CHARGE-OFFS>                                        0
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                                    0
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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