File No. 33-63463
U.S.$10,000,000,000
GENERAL MOTORS ACCEPTANCE CORPORATION
MEDIUM-TERM NOTES
DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE
General Motors Acceptance Corporation (the "Company") may offer from time
to time its Medium-Term Notes Due from Nine Months to Thirty Years from Date of
Issue (the "Notes"). The Notes offered by this Prospectus will be limited to
up to U.S.$10,000,000,000 aggregate initial offering price or the equivalent
thereof in other currencies, including composite currencies such as the
European Currency Unit ("ECU") (the "Specified Currency"). The Notes will be
offered at varying maturities due from nine months to thirty years from the
date of issue (the "Issue Date"), as selected by the purchaser and agreed to by
the Company, and may be subject to redemption at the option of the Company or
repayment at the option of the holder thereof prior to the maturity date
thereof (as further defined herein, the "Maturity Date"). Each Note will be
denominated in U.S. dollars or in the Specified Currency, as set forth in a
Pricing Supplement (the "Pricing Supplement") to this Prospectus. See
"Important Currency Exchange Information" and "Risk Factors-Foreign Currency
Risks."
SUPPLEMENT NO. 98 DATED: October 29, 1996
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INTEREST RATE PER ANNUM
SEMI-ANNUAL ANNUAL
RANGE OF NOTE MATURITIES PAY NOTE PAY NOTE
------------------------ ------------- ---------
9 months to less than 12 months...... 5.000% 5.000%
12 months to less than 18 months...... 5.375% 5.375%
18 months to less than 24 months...... 5.750% 5.750%
24 months to less than 36 months...... 5.900% 6.000%
36 months to less than 48 months...... 6.050% 6.150%
48 months to less than 60 months...... 6.250% 6.350%
60 months to less than 72 months...... 6.375% 6.450%
72 months to less than 84 months...... 6.500% 6.600%
84 months to less than 96 months...... 6.625% 6.700%
96 months to less than 108 months...... 6.750% 6.850%
108 months to less than 120 months...... 6.750% 6.850%
120 months ............................. 6.750% 6.850%
(continued on following page)
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The interest rate on each Note will be either a fixed rate established by
the Company at the Issue Date of such Note (a "Fixed Rate Note"), which may be
zero in the case of certain Notes issued at a price representing a discount
from the principal amount payable upon the Maturity Date, or at a floating rate
as set forth therein and specified in the applicable Pricing Supplement (a
"Floating Rate Note"). A Fixed Rate Note may pay a level amount in respect of
both interest and principal amortized over the life of the Note (an "Amortizing
Note"). See "Description of Notes-Fixed Rate Notes" and "Description of
Notes-Floating Rate Notes." The principal amount payable at the Maturity Date
of, or any interest and premium, if any, on, a Note, or both, may be determined
by reference to one or more Specified Currencies (a "Currency Indexed Note"),
or by reference to the price of one or more specified securities or commodities
or to one or more securities or commodities exchange indices or other indices
or by other methods (an "Indexed Note," such term to include Currency Indexed
Notes) as described in the applicable Pricing Supplement. See "Description of
Notes-Currency Indexed Notes," "Description of Notes-Other Indexed Notes and
Certain Terms Applicable to All Indexed Notes" and "Risk Factors-Indexed Notes
Risks."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS OR ANY PRICING SUPPLEMENT
HERETO. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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Price to Agents' Discounts and Proceeds to
Public (1)(2) Commissions (2)(3) Company (2)(3)(4)
Per Note 100.00% .05% - .60% 99.95% - 99.40%
Total U.S.$10,000,000,000 U.S. $5,000,000- U.S.$9,995,000,000-
U.S.$60,000,000 U.S.$9,940,000,000
(1) Unless otherwise specified in the applicable Pricing Supplement, Notes
will be issued at 100% of their principal amount.
(2) Or the equivalent thereof in the Specified Currency.
(continued on following page)
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<PAGE>3
(3) The commission payable to Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Salomon Brothers Inc, Morgan Stanley & Co.
Incorporated, Lehman Brothers, Lehman Brothers Inc., J. P. Morgan
Securities Inc., Bear, Stearns & Co. Inc. and UBS Securities Inc.
(collectively, "the Agents") for each Note sold through such Agent will
be computed based upon the Price to Public of such Note and will depend
on such Note's Maturity Date. The Company also may sell Notes to an
Agent, as principal for its own account for resale to one or more
investors and other purchasers at varying prices related to prevailing
market prices at the time of resale, as determined by such Agent, or if
so agreed, at a fixed public offering price. No commission will be
payable on any Notes sold directly to purchasers by the Company. The
Company has agreed to indemnify each Agent against certain liabilities,
including liabilities under the Securities Act of 1933, as amended. See
"Plan of Distribution."
(4) Before deducting expenses payable by the Company estimated at $2,500,000.
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Merrill Lynch & Co.
Salomon Brothers Inc
Morgan Stanley & Co. Incorporated
Lehman Brothers
J. P. Morgan Securities Inc.
Bear, Stearns & Co. Inc.
UBS Securities Inc.
October 20, 1995
