Pricing Supplement Dated February 6, 1995 Rule 424(b)(3)
(To Prospectus Dated December 15, 1993) File No. 33-51381
GENERAL MOTORS ACCEPTANCE CORPORATION
Medium-Term Notes - Floating Rate
____________________________________________________________________________
Agent: Morgan Stanley
Principal Amount: $100,000,000
Agent's Discount
or Commission: $75,000
Net Proceeds to Company: $99,925,000
Initial Interest Rate: Reset on the Issue Date (also an Interest
Reset Date).
Issue Date: 2/13/95
Maturity Date: 2/13/98
____________________________________________________________________________
Calculation Agent: GMAC
Interest Calculation:
/X/ Regular Floating Rate Note
Interest Rate Basis: / / CD Rate / / Commercial Paper Rate
/ / Prime Rate /X/ Federal Funds Rate
/ / LIBOR (see below) / / Treasury Rate
/ / Other
(see attached)
If LIBOR, Designated LIBOR Page / / Reuters Page: / / or
/ / Telerate Page: 3750
Interest Reset Dates: Each Business Day commencing February 13, 1995 to but
excluding the Maturity Date.
Interest Payment Dates: Each February 13, May 13, August 13, November 13,
however, the first Interest Payment Date will be
May 15, 1995. The final Interest Payment Date will be
February 13, 1998.
Index Maturity: (See Below)
Spread (+/-): (See Below)
Day Count Convention:
/X/ Actual/360 for the period from 2/13/95 to 2/13/98
/ / Actual/Actual for the period from / / to / /
/ / 30/360 for the period from / / to / /
Redemption:
/X/ The Notes cannot be redeemed prior to the Stated Maturity Date.
/ / The Notes may be redeemed prior to Stated Maturity Date.
/ / Initial Redemption Date:
Initial Redemption Percentage: ___%
Annual Redemption Percentage Reduction: ___% until Redemption
Percentage is 100% of the Principal Amount.
Repayment:
/ / The Notes cannot be repaid prior to the Maturity Date.
/X/ The Notes can be repaid prior to the Maturity Date at the option of
the holder of the Notes. (See Below)
/ / Optional Repayment Date(s):
Repayment Price: %
Currency:
Specified Currency: U.S. (If other than U.S. dollars, see attached)
Minimum Denominations: ___________ (Applicable only if Specified
Currency is other than U.S. dollars)
Original Issue Discount: / / Yes /X/ No
Total Amount of OID: Yield to Maturity:
Initial Accrual Period:
Form: /X/ Book-Entry / / Certificated
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INTEREST RESET
Reset Periods. A "Reset Period" shall mean each of the following
periods; the period from and including February 13, 1995 through the day
immediately preceding but excluding the Interest Payment Date in February 1996
(the "Initial Reset Period"); the period from and including the Interest
Payment Date in February 1996 through the day immediately preceding but
excluding the Interest Payment Date in February 1997; and the period from and
including the Interest Payment Date in February 1997 to, but excluding, the
stated Maturity Date of the Notes.
Not earlier than the 45th day and not later than the 30th day prior to
the commencement of any Reset Period subsequent to the Initial Reset Period
(a "Notification Date"), the Company shall deliver to the Trustee an officer's
certificate establishing the Spread (as defined below) for such subsequent
Reset Period. If the Company fails to deliver timely such officer's
certificate to the Trustee, the Spread for the subsequent Reset Period shall
be the Spread in effect during the immediately preceding Reset Period.
The Spread for the Initial Reset Period and each Interest Period (as
defined below) in such Reset Period shall be 32 basis points. The Spread for
each subsequent Reset Period and each Interest Period in such Reset Period
shall be determined by the Company as set forth above. An Interest Period
shall be each period from and including an Interest Reset Date to but
excluding the next succeeding Interest Reset Date, or the Maturity Date, as
the case may be.
On or before the Business Day immediately following any Notification
Date, the Company will cause notice to be mailed to each holder of the Notes
of the Spread with respect to the immediately following Reset Period that is
set forth in the officer's certificate described above. As long as the Notes
are represented by one or more permanent Global Notes, a nominee of The
Depository Trust Company (the "Depositary") will be the holder of the Notes
and, therefore, will be the only entity that is entitled to such notice.
Interest Rate. The per annum rate of interest for each Interest Period
will be (i) The Federal Funds Rate (as defined in the accompanying Prospectus)
plus (ii) a spread (the "Spread") of 32 basis points during the Initial Reset
Period and as subsequently determined by the Company for subsequent Reset
Periods as described above. The Interest Determination Date with respect to
each Interest Reset Date will be the Business Day immediately preceding such
Interest Reset Date. The Federal Funds Rate for each Interest Period will be
determined by the Calculation Agent (as defined below) in accordance with the
following provisions.
Interest payable on the Notes will include interest accrued from and
including the Issue Date or from and including the last Interest Payment Date
to which interest has been paid to, but excluding, the next succeeding
Interest Payment Date, or Maturity Date, as the case may be.
The Calculation Agent will, upon the request of the holder of any Notes,
provide the interest rate then in effect. All calculations made by the
Calculation Agent in the absence of manifest error shall be conclusive for all
purposes and binding on the Company and the holders of the Notes.
REPAYMENT AT OPTION OF HOLDER
Each Note will be repayable in whole or in part on February 13, 1996 and
February 13, 1997 (each, an "Election Date") at the option of the holder of
such Note, at 100% of its principal amount plus accrued interest to the date
of repayment. For any Note to be repaid, such Note must be received, together
with the form thereon entitled "Option to Elect Repayment" duly completed, by
the Trustee at its Corporate Trust Office (or such other address of which the
Company shall from time to time notify the holders) not more than 30 nor less
than 15 calendar days prior to the date of repayment.
While the Book-Entry Notes are represented by the Global Note or Notes
held by or on behalf of the Depositary, and registered in the name of the
Depositary or the Depositary's nominee, the option for repayment may be
exercised by the applicable participant that has an account with the
Depositary, on behalf of the beneficial owners of the Global Note or Notes
representing such Book-Entry Notes, by delivering a written notice
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substantially similar to the above mentioned form to the Trustee at its
Corporate Trust Office (or such other address of which the Company shall from
time to time notify the holders), not more than 30 nor less than 15 calendar
days prior to the date of repayment. Notices of elections from participants
on behalf of beneficial owners of the Global Note or Notes representing such
Book-Entry Notes to exercise their option to have such Book-Entry Notes repaid
must be received by the Trustee by 5:00 P.M., New York City time, on the last
day for giving such notice. In order to ensure that a notice is received by
the Trustee on a particular day, the beneficial owner of the Global Note or
Notes representing such Book-Entry Notes must so direct the applicable
participant before such participant's deadline for accepting instructions for
that day. Different firms may have different deadlines for accepting
instructions from their customers. Accordingly, beneficial owners of the
Global Note or Notes representing Book-Entry Notes should consult the
participants through which they own their interest therein for the respective
deadlines for such participants. All notices shall be executed by a duly
authorized officer of such participant (with signature guaranteed) and shall
be irrevocable. In addition, beneficial owners of the Global Note or Notes
representing Book-Entry Notes shall effect delivery at the time such notices
of election are given to the Depositary by causing the applicable participant
to transfer such beneficial owner's interest in the Global Note or Notes
representing such Book-Entry Notes, on the Depositary's records, to the
Trustee.
The Company does not intend to establish a sinking fund or otherwise set
aside any amounts for the repayment of the Notes.
All capitalized terms used above but not defined herein shall have the
meanings given to the them in the accompanying Prospectus.
PLAN OF DISTRIBUTION
Morgan Stanley & Co. Incorporated ("Morgan Stanley") has purchased the
Notes as principal at a price equal to 99.925% of the aggregate principal
amount for resale to investors and other purchasers at a price equal to 100%
of the principal amount thereof. After the initial public offering, the
public offering price and concession may be changed. The Company has agreed
to pay to Morgan Stanley on each Election Date an amount equal to .075% of the
aggregate principal amount of Notes outstanding at the close of business on
such dates.
