Pricing Supplement Dated February 21, 1997 Rule 424(b)(3)
(To Prospectus Dated December 19, 1996) File No. 333-17943
GENERAL MOTORS ACCEPTANCE CORPORATION
Medium-Term Notes - Floating Rate
____________________________________________________________________________
Agent: Morgan Stanley
Principal Amount: $100,000,000
Agent's Discount
or Commission: $350,000
Net Proceeds to Company: $99,650,000
Initial Interest Rate: Reset on the Issue Date (also an Interest Reset
Date)
Issue Date: 2/25/97
Maturity Date: 2/25/02
____________________________________________________________________________
Calculation Agent: GMAC
Interest Calculation:
/X/ Regular Floating Rate Note
Interest Rate Basis: / / CD Rate / / Commercial Paper Rate
/ / Prime Rate / / Federal Funds Rate
/X/ LIBOR (see below) / / Treasury Rate
/ / Other
(see attached)
If LIBOR, Designated LIBOR Page / / Reuters Page: / / or
/X/ Telerate Page: 3750
Interest Reset Dates: Each February 25, May 25, August 25, and November 25.
The first interest reset date will be February 25,
1997. The final reset date will be November 25, 2001.
Interest Payment Dates: Each February 25, May 25, August 25, and November 25
commencing May 25, 1997 and ending February 25, 2002.
Index Maturity: 3 Months
Spread (+/-): +.08%
Day Count Convention:
/X/ Actual/360 for the period from 2/25/97 to 2/25/02
/ / 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:
/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
