Pricing Supplement Dated April 21, 1997 Rule 424(b)(3)
(To Prospectus Dated December 19, 1996) File No. 333-17943
GENERAL MOTORS ACCEPTANCE CORPORATION
Medium-Term Notes - Fixed Rate
____________________________________________________________________________
Agent: Merrill Lynch & Co.
Principal Amount: $5,000,000
Agent's Discount
or Commission: $62,500
Net Proceeds to Company: $4,937,500
Interest Rate: 7.01% per annum
Issue Date: 04/30/97
Maturity Date: 05/17/04
Interest Payment Dates: The 15th day of each calendar month, and at
Maturity, commencing May 15, 1997, and ending
on the Maturity Date.
____________________________________________________________________________
Calculation Agent: GMAC
Interest Calculation:
/X/ Regular Fixed Rate Note
Day Count Convention:
/ / Actual/360 for the period from / / to / /
/ / Actual/Actual for the period from / / to / /
/X/ 30/360 for the period from 04/30/97 to 05/17/04
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:
/X/ The Notes cannot be repaid prior to the Maturity Date.
/ / 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
Other:
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
has purchased the Notes as principal at a discount, for resale to
investors and other purchasers at varying prices related to prevailing
market prices at the time of resale.
