Pricing Supplement Dated January 26, 1996 Rule 424(b)(3)
(To Prospectus Dated October 20, 1995) File No. 33-63463
GENERAL MOTORS ACCEPTANCE CORPORATION
Medium-Term Notes - Floating Rate
____________________________________________________________________________
Agent: Merrill Lynch
Principal Amount: $250,000,000
Agent's Discount
or Commission: $187,500
Net Proceeds to Company: $249,812,500
Initial Interest Rate: Reset on the Issue Date (also an Interest
Reset Date).
Issue Date: 2/5/96
Maturity Date: 2/5/99
____________________________________________________________________________
Calculation Agent: GMAC
Interest Calculation:
/X/ Regular Floating Rate Note
Interest Rate Basis: / / CD Rate / / Commercial Paper Rate
/X/ Prime Rate / / 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 to but excluding the Maturity Date,
except as otherwise described herein.
Interest Payment Dates: Each February 5, May 5, August 5, and November 5
commencing May 5, 1996 and ending February 5
1999.
Index Maturity: (See Below)
Spread (+/-): (See Below)
Day Count Convention:
/X/ Actual/360 for the period from 2/5/96 to 2/5/99
/ / 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 5, 1996 through the day
immediately preceding but excluding the Interest Payment Date in February
1997 (the "Initial Reset Period"); the period from and including the
Interest Payment Date in February 1997 through the day immediately preceding
but excluding the Interest Payment Date in February 1998; and the period
from and including the Interest Payment Date in February 1998 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.
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 Reset Period
will be (i) The Prime Rate (as defined in the accompanying Prospectus)
minus (ii) a spread (the "Spread"), determined as described above. The
Spread for the Initial Reset Period will be 283 basis points. The Interest
Rate during the each Reset Period will reset each Business Day (each an
"Interest Reset Date") to but excluding the Maturity Date, provided however,
the Interest Rate in effect for the two Business Days preceding each
Interest Payment Date will be the Interest Rate in effect on the second
Business Day preceding such Interest Payment Date. The Interest
Determination Date with respect to each Interest Reset Date will be the
Business Day immediately preceding such Interest Reset Date. The Interest
Payment Dates, with respect to the each Reset Period will be on each
February 5, May 5, August 5, and November 5, with the first Interest Payment
Date being May 5, 1996.
Except as may otherwise be specified with respect to any subsequent
Reset Period, 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 the Interest Payment
Dates occurring in February 1997 and in February 1998 (each, an "Election
Date") at the option of the holder of such Note, at 100% of its
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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
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
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch") 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 Merrill Lynch 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.
U.S. FEDERAL INCOME TAXES
If the Company resets the pre annum rate of interest for any Reset
Period and the beneficial owner does not elect to have the Company repay the
<PAGE>4
Note, then for federal income tax purposes the beneficial owner may be
deemed to have exchanged the Note for a new Note. As a result of the deemed
exchange, the beneficial owner may recognize a gain or loss on the deemed
exchange of the instruments.
THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCE DESCRIBED ABOVE IS
INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING
UPON A HOLDER'S PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR OWN TAX
ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND
DISPOSITION OF THE NOTES.
