GENERAL MOTORS ACCEPTANCE CORP
10-K405, 1997-03-14
PERSONAL CREDIT INSTITUTIONS
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================================================================================
                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)
 X  ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934
    FOR THE YEAR ENDED DECEMBER 31, 1996, OR

    TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
    1934 FOR THE TRANSITION PERIOD FROM            TO

                                       Commission file number 1-3754

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                      -------------------------------------
             (Exact name of registrant as specified in its charter)

           NEW YORK                               38-0572512
           --------                               ----------
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                 Identification No.)

767 Fifth Avenue, New York, New York                   10153
3044 WEST GRAND BOULEVARD, DETROIT, MICHIGAN           48202
- --------------------------------------------           -----
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code  313-556-5000

The registrant  meets the conditions set forth in General  Instruction  J(1) (a)
and (b) of Form  10-K  and is  therefore  filing  this  Form  with  the  reduced
disclosure format.

Securities  registered pursuant to Section 12(b) of the Act: 
TITLE OF EACH CLASS
- -------------------
7 3/4% Notes due April 15, 1997          5 1/2% Debentures due December 15, 2001
7.00 % Notes due August 15, 1997         6 3/4% Notes due February 7, 2002 
8 3/8% Notes due May 1, 1997             7.00 % Notes due September 15, 2002
Floating Rate Notes due February 2, 1998 6 5/8% Notes due October 1, 2002 
7 3/4% Notes due January 15, 1999        8 1/2% Notes due January  1, 2003 
5 5/8% Notes due February 1, 1999        6 3/4% Notes due March 15, 2003 
7 1/8% Notes due June 1, 1999            7 1/8% Notes due May 1, 2003
8 5/8% Notes due June 15, 1999           8 3/4% Notes due July 15, 2005 
8.40 % Notes due October 15, 1999        6 5/8% Notes due October 15, 2005 
7.00 % Notes due March 1, 2000           8 7/8% Notes due June 1, 2010
9 3/8% Notes due April 1, 2000           6.00 %  Debentures due April 1, 2011 
9 5/8% Notes due May 15, 2000            10.00 % Deferred Interest Debentures
5 5/8% Notes due February 15, 2001                 due December 1, 2012
6 7/8% Notes due July 15, 2001           10.30 % Deferred Interest Debentures
9 5/8% Notes due December 15, 2001                 due June 15, 2015

All of the  securities  listed  above  are  registered  on the  New  York  Stock
Exchange.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Section 13 of the  Securities  Exchange  Act of 1934  during the
preceding 12 months,  and (2) has been subject to such filing  requirements  for
the past 90 days. Yes X . No ___.

As of  December  31,  1996,  there  were  outstanding  22,000,000  shares of the
issuer's common stock.
                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None
================================================================================


<PAGE>


                                   CONTENTS

                                                         PAGE NO.
                                    PART I
   Item 1.     Business ....................................   3

   Item 2.     Properties ..................................   7

   Item 3.     Legal Proceedings ...........................   7

                                   PART II

   Item 5.     Market for Registrant's Common Equity
               and Related Stockholder Matters .............   7

   Item 6.     Selected Financial Data .....................   8

   Item 7.     Management's Discussion and Analysis of
               Financial Condition and Results of Operations   9

   Item 8.     Financial Statements and Supplementary Data .  22

                    Management's Responsibilities for
                    Consolidated Financial Statements ......  22

                    Independent Auditors' Report ...........  23

                    Consolidated Balance Sheet .............  24

                    Consolidated Statement of Income and Net
                    Income Retained for Use in the Business   25

                    Consolidated Statement of Cash Flows ...  26

                    Notes to Consolidated Financial
                    Statements .............................  27

                    Supplementary Financial Data ...........  64

                                   PART IV

   Item 14.    Exhibits, Financial Statement Schedules
               and Reports on Form 8-K .....................  65

               Signatures ..................................  66

               Exhibit Index ...............................  68

               Ratio of Earnings To Fixed Charges ..........  69

               Independent Auditors' Consent ...............  70



<PAGE>


                                   PART I

ITEM 1.  BUSINESS

General Motors Acceptance  Corporation (the "Company" or "GMAC"), a wholly-owned
subsidiary  of  General  Motors  Corporation  ("General  Motors"  or "GM"),  was
incorporated  in 1919 under the New York  Banking  Law  relating  to  investment
companies.

In conducting its primary form of business,  GMAC and its  affiliated  companies
offer a wide variety of automotive  financial services to and through franchised
General Motors dealers in many countries  throughout the world. GMAC also offers
financial services to other automobile dealerships and to the customers of those
dealerships.  Additionally,  GMAC provides commercial financing for real estate,
equipment and working capital loans to automobile dealerships,  GM suppliers and
customers of GM affiliates.  GMAC's other financial  services include  insurance
and mortgage banking. The Company had 17,758 and 17,252 employees worldwide,  as
of December 31, 1996 and 1995, respectively.

The  Company  operates  directly  and through its  subsidiaries  and  affiliates
(including  joint  ventures  outside  the U.S.) in which the  Company  or GM has
equity investments.  In its principal markets,  GMAC offers automotive financing
and other  services as described  below.  The Company  operates  its  automotive
financing  services  outside of the U.S. in a similar  manner,  subject to local
laws  or  other  circumstances  that  may  cause  it to  modify  its  procedures
accordingly.  The  Company's  policies  and  internal  accounting  controls  are
designed to ensure compliance with applicable laws and regulations.

The automotive financing industry is highly competitive. The Company's principal
competitors for retail financing and leasing are affiliated finance subsidiaries
of other  major  manufacturers  as well as a large  number of banks,  commercial
finance  companies,  savings and loan associations and credit unions.  Wholesale
and lease financing  competitors are primarily comprised of other manufacturers'
affiliated  finance  companies,  independent  commercial  finance  companies and
banks.  Neither the Company nor any of its  competitors  is  considered  to be a
dominant force in the industry when analyzed individually. The Company's ability
to offer  competitive  financing  rates,  the primary basis of  competition,  is
directly  affected  by its  access to capital  markets.  The  Company  applies a
strategy  of  constantly  reviewing  funding  alternatives  to foster  continued
success.  The quality of service  provided to automotive  dealerships  and their
customers contributes to the Company's competitive advantages.


<PAGE>


ITEM 1.  BUSINESS (CONTINUED)

In the North American  automotive  business,  seasonal retail sales fluctuations
cause production levels to vary from month to month. In addition, the changeover
period related to the annual new model introduction  traditionally occurs in the
third  quarter of each  year,  causing an  unfavorable  impact on the  operating
results of automobile manufacturers. These factors produce minor fluctuations in
financing  volume,  with the second and third  quarters  of each year  generally
experiencing the strongest  activity.  However,  seasonal  variations in vehicle
deliveries  do not have a  material  impact on the  Company's  interim  results;
quarterly financing revenue remains relatively  consistent  throughout the year,
primarily attributable to the use of the straight-line method for recognition of
operating  lease revenue and the interest  method for recognition of income from
retail and lease financing  transactions as well as consistent  dealer inventory
levels.  As the financing of GM  manufactured  vehicles  comprises a substantial
portion of the Company's  business,  any  protracted  reduction or suspension of
GM's  production or sales  resulting  from a decline in demand,  work  stoppage,
governmental action, adverse publicity, or other event, could have a substantial
unfavorable  effect on the Company's  results of operations.  Information  about
GM's  production and sales can be located in GM's Annual Report on Form 10-K for
the year ended  December 31, 1996,  filed  separately  with the  Securities  and
Exchange Commission.

RETAIL FINANCING

GMAC conducts its U.S. and Canadian retail automotive  financing  business under
the trade name GMAC Financial Services.  The Company provides financing services
to  customers  through  dealers who have  established  relationships  with GMAC.
Retail installment obligations for new and used products that meet GMAC's credit
standards are purchased directly from dealers.

Outside the U.S.  and Canada,  GMAC  conducts  its retail  automotive  financing
business  under  various trade names  primarily  depending  upon General  Motors
activity in the country while also considering  local customs and  requirements.
Retail automotive  financing is provided in a similar manner as in the U.S., but
in some cases GMAC  enters  into an  installment  obligation  directly  with the
customer.

Retail  obligations  are generally  secured by lien  notation on vehicle  titles
and/or  other  forms  of  security  interest  in the  vehicles  financed.  After
satisfying local  requirements,  GMAC can generally repossess the vehicle if the
installment  buyer fails to meet the obligations of the contract.  The interests
of both GMAC and the retail buyer are usually  protected by automobile  physical
damage insurance.

WHOLESALE FINANCING

Using GMAC's wholesale  financing,  qualifying  dealers can finance new and used
vehicles held in inventory pending sale or lease to retail or fleet buyers. When
a  dealer  uses  GMAC's  Wholesale  Finance  Plan  to  acquire  vehicles  from a
manufacturer  or other vehicle  sources,  GMAC is ordinarily  granted a security
interest in those  vehicles.  GMAC can  generally  repossess  the vehicle if the
dealer does not pay the amount advanced or fails to comply with other conditions
specified in the security agreement. ITEM 1. BUSINESS (CONTINUED)

GMAC also  makes  term  loans to  dealers  and  their  affiliates  for  business
acquisitions,   facilities  refurbishing,  real  estate  purchases  and  working
capital.  The Company  generally  secures  the loans with liens on real  estate,
other dealership assets and/or the personal guarantee of the dealer.

LEASING

GMAC  offers  leasing  plans to retail  customers  as well as  dealers  or other
companies that rent or lease vehicles to others.

OPERATING LEASES:
GMAC's most  successful  leasing  program,  called  SmartLease  in the U.S.  and
Canada,  is a plan in which  dealers  originate  the  leases  and offer them for
purchase by GMAC.  As GMAC assumes  ownership of the vehicles  from the dealers,
these leases are accounted for as operating  leases with the capitalized cost of
the  vehicles  recorded as  depreciable  assets  (net  investment  in  operating
leases).  Dealers are not responsible for the customer's  performance during the
lease period nor for the value of the vehicle at the time of lease maturity. The
SmartLease program encourages shorter customer trading cycles. Similar operating
lease  programs are offered in eleven  other  countries.  On  occasion,  General
Motors  Corporation  may elect to sponsor retail leasing  programs by supporting
special  lease  rates  and/or   guaranteeing   residual   values  in  excess  of
independently  published  residual  value  guide  books  used  by  GMAC.  Credit
standards for these  programs are similar to those  applied to retail  financing
contracts.

FINANCE LEASES:
GMAC also offers other leasing plans directly to individual  customers and other
entities.  Under these plans, the leases are accounted for as finance leases and
the  receivables  from the customers are recorded as finance  receivables.  GMAC
does not assume ownership of the vehicle. These leasing receivables  essentially
represent  installment  sales of  vehicles,  with  the  vehicles  usually  being
acquired by the customers at the end of the lease contracts.

LEASE FINANCING:
Dealers,  their  affiliates and other companies may obtain GMAC financing to buy
vehicles,  which they lease or rent to others. These leases,  sometimes referred
to as fleet leases, are categorized as finance receivables. GMAC generally has a
security  interest  in  these  products  and in the  rental  payments.  However,
competitive  factors  occasionally result in a limited security interest in this
collateral.  More than half of GMAC's fleet financing receivables are covered by
General  Motors   programs  which  provide  a  limited   payment   guarantee  to
participating  financing institutions as consideration for extending credit to a
fleet  customer.  Under  these  programs,  General  Motors  will  reimburse  the
financing institution,  subject to certain limitations,  for losses on the sales
of vehicles which are repossessed and returned to the selling dealers.


<PAGE>


ITEM 1.  BUSINESS (CONCLUDED)

MORTGAGE BANKING

GMAC Mortgage Group, Inc.  ("GMACMG"),  conducts mortgage banking  operations in
the United States.  GMACMG  originates and markets  single-family and commercial
mortgage  loans to investors  and services  these loans on behalf of  investors.
GMACMG  also  offers  other  consumer  products  including  home  equity  loans,
insurance services and trustee services.

GMACMG,  through its wholly-owned  subsidiary,  Residential  Funding Corporation
("RFC"), is engaged in the residential wholesale mortgage conduit business.  RFC
purchases  non-conforming,  single-family  residential  mortgages  from mortgage
lenders  throughout the United States,  securitizes such mortgages into mortgage
pass-through  certificates,  sells the  certificates  to investors  and performs
master  servicing  of these  securities  on behalf  of  investors.  GMACMG  also
packages  securities  backed by home equity loans and  sub-prime  mortgages.  In
addition,  RFC provides warehouse lending facilities to certain mortgage banking
customers  secured by mortgage  collateral as well as long-term secured lines of
credit to construction lending project managers.

INSURANCE

Motors  Insurance  Corporation and its  subsidiaries  ("MIC") conduct  insurance
operations in the United States, Canada, Europe, Latin America and Asia-Pacific.
MIC insures and reinsures selected personal, mechanical and commercial insurance
coverages.

Personal  lines  coverages,  which include  automobile,  homeowners and umbrella
liability  insurance,  are offered  primarily on a direct  response  basis.  MIC
insures  mechanical  coverage for new and used  vehicles  sold by GM dealers and
others.  Commercial  lines include  insurance for dealer vehicle  inventories as
well as  other  dealer  property  and  casualty  coverages.  MIC  also  provides
collateral  protection coverage to GMAC on certain vehicles securing GMAC retail
installment contracts.  Additionally, MIC is a reinsurer of diverse property and
casualty  risks,  primarily  in  the  U.S.  market.  As a  result  of  continued
unfavorable industry trends for credit life and disability products,  MIC ceased
underwriting such coverages effective November 1, 1995.

SERVICING

GMAC services the retail  installment and wholesale  obligations which have been
sold to  third  parties  through  its  vehicle-related  asset-backed  securities
program.

FINANCIAL INFORMATION

Financial  information  regarding industry segments and operations by geographic
area is set forth in Note 17 of the Notes to Consolidated Financial Statements.


<PAGE>


ITEM 2.  PROPERTIES

The  Company  and its  subsidiaries  have  388  financial  service  offices,  21
insurance offices and 175 mortgage  offices.  Of the number of financial service
offices, 304 are in the United States and the Commonwealth of Puerto Rico, 28 in
Canada and 56 in other countries.  There are 13 insurance  offices in the United
States,  2 in Canada and 6 in Europe.  Mortgage  offices  are all located in the
United States.  All premises are generally  occupied  under lease.  Automobiles,
office equipment and real estate  properties owned and in use by the Company are
not significant in relation to the total assets of the Company.

ITEM 3.  LEGAL PROCEEDINGS

There are  various  claims and  actions  pending  against  the  Company  and its
subsidiaries  with  respect to  commercial  and consumer  financing  activities,
taxes,  insurance and other matters  arising out of the conduct of the business.
Certain of these actions are or purport to be class actions,  seeking damages in
very large amounts.  The probability of adverse verdicts from individual  claims
and actions is determined by a periodic  review  conducted by management and the
Company's  General Counsel which involves  soliciting input from staff attorneys
as well as outside counsel. Based on these reviews and examinations, the amounts
of  liability  on these  claims  and  actions at  December  31,  1996,  were not
determinable but, in the opinion of management, the ultimate liability resulting
therefrom   should  not  have  a  material   adverse  effect  on  the  Company's
consolidated financial position or results of operations.


                                   ----------



                                   PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company is a  wholly-owned  subsidiary of General  Motors  Corporation  and,
accordingly,  all  shares of the  Company's  common  stock are owned by  General
Motors Corporation. There is no market for the Company's common stock.

The Company paid cash dividends to General Motors  Corporation of $1,200 million
in 1996, $950 million in 1995 and $875 million in 1994.




<PAGE>





<TABLE>

ITEM 6.  SELECTED FINANCIAL DATA

FIVE-YEAR SUMMARY OF CONSOLIDATED OPERATIONS

<CAPTION>
 
                               1996        1995        1994        1993        1992
                            ---------   ----------  ----------  ----------  -------
INCOME AND NET INCOME                         (in millions of dollars)
RETAINED FOR USE
IN THE BUSINESS

Gross revenue and
<S>                         <C>         <C>         <C>         <C>         <C>       
 other income ............  $ 15,973.7  $ 14,863.2  $ 12,145.0  $ 12,483.5  $ 13,739.3
                            ----------  ----------  ----------  ----------  ----------

Interest and discount ....     4,937.5     4,936.3     4,230.9     4,721.2     5,828.6
Depreciation on
 operating leases ........     4,627.0     4,304.8     3,233.8     2,702.0     2,429.6
Operating expenses .......     2,690.3     2,391.8     2,032.3     2,090.1     2,021.2
Insurance losses and loss
 adjustment expenses .....       972.2       998.3     1,030.9     1,096.6       987.9
Provision for
 financing losses ........       669.0       448.8       177.3       300.8       371.0
                            ----------  ----------  ----------  ----------  ----------
   Total expenses ........    13,896.0    13,080.0    10,705.2    10,910.7    11,638.3
                            ----------  ----------  ----------  ----------  ----------

Income before income taxes     2,077.7     1,783.2     1,439.8     1,572.8     2,101.0
United States, foreign
 and other income taxes ..       837.2       752.2       512.7       591.7       882.3
                            ----------  ----------  ----------  ----------  ----------
Income before cumulative
 effect of accounting change   1,240.5     1,031.0       927.1       981.1     1,218.7
Cumulative effect of
 accounting change  ......       --          --           (7.4)      --         (282.6)
                            ----------  ----------  ----------  ----------  ---------- 
Net income ...............     1,240.5     1,031.0       919.7       981.1       936.1
Cash dividends ...........     1,200.0       950.0       875.0     1,250.0     1,100.0
                            ----------  ----------  ----------  ----------  ----------
Net income retained
 in the year .............  $     40.5  $     81.0  $     44.7  $   (268.9) $   (163.9)
                            ==========  ==========  ==========  ==========  ========== 

ASSETS
Cash and cash equivalents   $    742.3  $  1,448.6  $  1,339.5  $  4,028.1  $  3,871.1
Earning assets ...........    95,346.8    92,014.1    83,271.0    75,709.4    88,137.9
Other assets .............     2,488.9     2,184.8     1,906.8     1,747.8     1,405.4
                            ----------  ----------  ----------  ----------  ----------
   Total .................  $ 98,578.0  $ 95,647.5  $ 86,517.3  $ 81,485.3  $ 93,414.4
                            ==========  ==========  ==========  ==========  ==========

NOTES, LOANS AND DEBENTURES
Payable within one year ..  $ 45,809.9  $ 43,871.8  $ 35,114.8  $ 35,084.4  $ 41,364.4
Payable after one year ...    32,878.9    31,050.6    31,539.6    27,688.8    33,174.2
                            ----------  ----------  ----------  ----------  ----------
   Total debt.............  $ 78,688.8  $ 74,922.4  $ 66,654.4  $ 62,773.2  $ 74,538.6
                            ==========  ==========  ==========  ==========  ==========

Certain  amounts for the 1992 through 1995  periods  have been  reclassified  to
conform with 1996 classifications.

</TABLE>




<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following  discussion  and analysis  provides  information  that  management
believes  to be  relevant  to an  understanding  of the  Company's  consolidated
results of operations and financial condition.  The discussion should be read in
conjunction with the consolidated financial statements and the notes thereto.

RESULTS OF OPERATIONS

For the tenth time in the Company's  history,  consolidated net income surpassed
$1.0 billion  dollars.  All business  sectors  contributed  to the 1996 earnings
gain.  The  following  table  summarizes  the most  recent  earnings  of  GMAC's
financing and insurance businesses on a year-to-year basis:

                                         Income    Cumulative
                                         Before    Effect of
                                       Accounting  Accounting     Net
                                        CHANGES     CHANGES*     INCOME
                                        -------     --------     ------
                                      (in millions of dollars, after tax)
                1996
                ----
     Financing Operations**            $  1,048.1  $     --    $  1,048.1
     Insurance Operations***                192.4        --         192.4
                                       ----------  ----------  ----------
                Total                  $  1,240.5  $     --    $  1,240.5
                                       ==========  ==========  ==========

                1995
                ----
     Financing Operations**            $    868.4  $     --    $    868.4
     Insurance Operations***                162.6        --         162.6
                                       ----------  ----------  ----------
                Total                  $  1,031.0  $     --    $  1,031.0
                                       ==========  ==========  ==========

                1994
                ----
     Financing Operations**            $    809.0  $     (6.8) $    802.2
     Insurance Operations***                118.1        (0.6)      117.5
                                       ----------  ----------  ----------
                Total                  $    927.1  $     (7.4) $    919.7
                                       ==========  ==========  ==========

*   Statement of Financial Accounting Standard (SFAS) No. 112 was adopted in
    1994
**  Includes GMACMG
*** Motors Insurance Corporation (MIC)

On a  consolidated  basis,  GMAC's return on average equity capital was 14.8% in
1996, compared to 12.5% in 1995, and 11.6% in 1994. Total cash dividends paid to
General  Motors  Corporation  in 1996 were $1,200  million,  compared  with $950
million in 1995 and $875 million in 1994.

In 1996,  net income from  financing  operations  was $179.7  million and $245.9
million   above  1995  and  1994,   respectively.   The  increase  is  primarily
attributable  to  higher  net  financing   revenues   resulting  from  continued
improvement  in North American net interest  margins,  principally in the retail
finance  receivables  and operating lease  portfolios,  and higher earnings from
GMACMG.



<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

The 1996 net income from insurance operations was 18% above 1995 performance and
64%  above  1994  earnings   principally   due  to  continued   improvements  in
underwriting results and higher realized capital gains.

UNITED STATES NEW PASSENGER CAR AND TRUCK DELIVERIES

U.S.  deliveries of new GM vehicles  were  slightly  below 1995 and 1994 levels.
GMAC's restructured U.S. field operations,  combined with special rate financing
and lease incentive  programs sponsored by GM, contributed to the achievement of
higher financing  penetration of new GM vehicle retail deliveries amid continued
competitive  pressures from other providers of vehicle financing.  Participation
in U.S.  fleet  deliveries  has  declined  since 1994,  primarily as a result of
National Car Rental  System's  election to use other vehicle  financing  sources
after it was sold by GM in June 1995.

                                                      YEAR ENDED DECEMBER 31,
                                                      -----------------------
                                                      1996     1995     1994
                                                      ----     ----     ----
                                                      (in millions of units)
     Industry.......................................  15.5     15.1     15.4
     General Motors.................................   4.8      4.9      5.0

     U.S. New GM Vehicle Deliveries Financed by GMAC
       Retail (Installment Sale Contracts and
        Operating Leases)..........................   28.4%    26.4%    26.2%
       Fleet Transactions (Lease Financing)........    5.2%    11.5%    17.7%
     Total.........................................   24.0%    23.6%    24.5%

FINANCING VOLUME

The number of new  vehicle  deliveries  financed  during the three  years  ended
December 31, 1996 are summarized below:

                                                      1996     1995     1994
                                                      ----     ----     ----
                                                     (in thousands of units)
     UNITED STATES
       Retail Installment Sale Contracts...........    634      672      679
       Operating Leases............................    506      445      448
       Leasing.....................................     63      133      196
                                                     -----    -----    -----
     New Deliveries Financed.......................  1,203    1,250    1,323
                                                     =====    =====    =====

     OTHER COUNTRIES
       Retail Installment Sale Contracts...........    327      361      366
       Operating Leases............................    225      199      179
       Leasing.....................................     78       68       68
                                                     -----    -----    -----
     New Deliveries Financed.......................    630      628      613
                                                     =====    =====    =====

     WORLDWIDE
       Retail Installment Sale Contracts...........    961    1,033    1,045
       Operating Leases............................    731      644      627
       Leasing.....................................    141      201      264
                                                     -----    -----    -----
     New Deliveries Financed.......................  1,833    1,878    1,936
                                                     =====    =====    =====
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

The average new vehicle retail finance contract  purchased by GMAC in the United
States during 1996 was $21,500, compared to $21,300 in 1995 and $19,200 in 1994.
The average  term for new vehicle  retail  finance  contracts  purchased  was 54
months in 1996,  compared to 56 months in 1995 and 55 months in 1994,  while the
monthly  payment on such  contracts  purchased in 1996 and 1995  averaged  $380,
compared to $352 in 1994.

During 1996, the average capitalized cost for new vehicle retail lease contracts
entered into in the United  States was $24,400,  compared to $23,500 in 1995 and
$23,000 in 1994.  The  average  term of such new  vehicle  retail  leases was 31
months in both 1996 and 1995,  and 30  months in 1994.  Similarly,  the  average
monthly retail lease payments on such contracts were $374 in 1996,  $388 in 1995
and $372 in 1994.

GMAC also provides  wholesale  financing for GM and other  dealers' new and used
vehicle inventories.  In the United States, inventory financing was provided for
3.3 million,  3.7 million and 3.8 million new GM vehicles,  representing  70.3%,
72.0%  and  75.6%  of all GM sales  to  dealers  during  1996,  1995  and  1994,
respectively.  This decline in U.S.  market share is  principally  the result of
continued competitive pressures in this market segment.

ASSETS

At the end of 1996, the Company owned assets and serviced automotive receivables
for others totaling  $108.0  billion,  an increase of $1.4 billion over year-end
1995. Total  consolidated  assets of the Company at December 31, 1996 were $98.6
billion,  $2.9 billion above the previous  year.  Consolidated  earning  assets,
which comprised $95.3 billion of the total consolidated  assets,  increased $3.3
billion  from 1995  year-end  levels.  The  year-to-year  increase is  primarily
attributable  to continued  growth of operating  leases and real estate mortgage
outstandings,  partially  offset by a decline in the total  finance  receivables
portfolio.

Cash and cash equivalents  totaled $742.3 million at December 31, 1996, 49% less
than the amount held at December 31, 1995. The lower holdings reflects a reduced
need to accumulate cash as the Company's access to capital markets has continued
to improve.

At  December  31,  1996,  the  value of the  Company's  consolidated  investment
securities  portfolio was $4,556.8  million,  an increase of $228.6 million over
1995 year-end, primarily due to higher holdings of mortgage-related securities.


<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Consolidated  finance  receivables,  net of unearned  income,  amounted to $59.3
billion and $61.2  billion at  December  31,  1996 and 1995,  respectively.  The
decrease in outstandings is predominantly attributable to a $2.4 billion decline
in wholesale receivables in the U.S., resulting from a combination of lower unit
outstandings  and  additional  sales of such  receivables  on a revolving  basis
through the Company's asset  securitization  program.  As described in Note 3 in
the  Notes  to   Consolidated   Financial   Statements,   the  Company's   asset
securitization  program is utilized as an  alternative  funding  source  through
which  retail and  wholesale  receivables  are sold.  The Company  continues  to
service  sold  receivables  for a fee and earns other  related  ongoing  income.
Principal  balances of active trusts of sold  wholesale  receivables  (including
retained  subordinated  interests)  totaled  $5.4  billion  and $4.7  billion at
December 31, 1996 and 1995, respectively. The first of three revolving wholesale
receivables  trusts was formed in 1994 and matured  during the first  quarter of
1997.

At  year-end  1996,   outstanding   principal   balances   (including   retained
subordinated  interests)  of sold retail  receivables  amounted to $4.3 billion,
down 35% from $6.6  billion at  year-end  1995.  The  decline in this  portfolio
primarily  reflects the  amortization  of pools sold in prior  years,  partially
offset by sales completed  during 1996 which totaled $2.2 billion.  This decline
also  contributed to the reduced amount in the due and deferred from  receivable
sales (net) which totaled $1.2 billion and $1.4 billion at December 31, 1996 and
1995, respectively.

Consolidated  operating lease assets, net of depreciation,  acquired principally
under the GMAC  SmartLease  program,  totaled $24.9 billion at year-end 1996, an
increase of $2.8 billion over year-end 1995.  Reflecting the continued growth of
the operating lease  portfolio,  1996 worldwide  operating lease volume exceeded
1995 by 87,000 units.

The real estate  mortgage  inventory  held for sale  amounted to $2.8 billion at
December 31, 1996, $1.3 billion above the prior year-end level.  Similarly,  the
mortgage  lending  receivables  portfolio,  consisting  primarily of  short-term
warehouse  lines of credit to finance the origination of loans by other mortgage
lenders,  increased 98% during the year and totaled $1.4 billion at December 31,
1996. The higher year-end  balances reflect growth of commercial  operations and
diminished competition for the non-conforming conduit operations.

Other  earning  assets  totaled $1.3 billion at December 31, 1996,  $0.4 billion
above the prior  year-end,  with the  increase  resulting  from higher  mortgage
servicing  rights and a larger  inventory  of vehicles  acquired  from fleet and
rental customers of General Motors.




<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

LIQUIDITY

The  Company's  liquidity,  as  well  as its  ability  to  profit  from  ongoing
acquisition  activity,  is in large part  dependent  upon its  timely  access to
capital and the costs associated with raising funds in different segments of the
capital  markets.  In this  regard,  GMAC  regularly  accesses  the  short-term,
medium-term,  and long-term debt markets,  principally through commercial paper,
notes and underwritten transactions.

As of December 31, 1996,  GMAC's total  borrowings  were $78.7 billion  compared
with  $74.9  billion  at  December  31,  1995.  Approximately  77% of this  debt
represented  funding for operations in the United States, with the remaining 23%
of borrowings  for operations in Canada (6%),  Germany (6%) and other  countries
(11%).  The 1996 year-end ratio of total  borrowings to equity capital was 9.5:1
compared to 9.1:1 for year-end  1995. The higher  year-to-year  debt levels were
principally  used to fund increased  asset levels and reduce  accounts  payable.
Total  short-term  notes  outstanding  at December 31,  1996,  amounted to $27.0
billion compared with $26.3 billion at year-end 1995.

Intermediate  and  long-term   funding  is  provided  through  the  issuance  of
underwritten  debt and  medium-term  notes,  which  are  offered  by  prospectus
worldwide on a continuous  basis. GMAC sells medium-term notes worldwide through
dealer  agents in book-entry  form for any maturity  ranging from nine months to
thirty  years.  Sales of  medium-term  notes for U.S.  operations  totaled  $7.4
billion in 1996 compared to $7.0 billion in 1995. Outstanding  medium-term notes
for U.S.  operations  totaled $23.0 billion at December 31, 1996, an increase of
$0.4 billion from the prior-year  period. In the U.S.,  underwritten debt issues
totaling $1.7 billion were completed during 1996,  compared with $1.4 billion in
1995.  Underwritten  debt issues  outstanding  in the U.S. at December  31, 1996
totaled $12.4  billion,  an increase of $0.5 billion from  year-end  1995. As of
December 31, 1996,  the Company had unissued  debt  securities  available  under
effective shelf  registrations with the U.S.  Securities and Exchange Commission
totaling $15.3 billion.

At December 31, 1996,  GMAC  maintained or had access to $30.6 billion of unused
credit lines with banks  worldwide,  an increase of $0.2  billion from  year-end
1995.  Included in the unused credit lines are a committed U.S. revolving credit
facility  of $10.0  billion,  which  serves  primarily  as  back-up  for  GMAC's
unsecured U.S. commercial paper program,  and a $12.2 billion U.S.  asset-backed
commercial paper liquidity and receivables  credit facility for New Center Asset
Trust (NCAT), a  non-consolidated  limited purpose business trust established to
issue asset-backed commercial paper.

Outside the United  States,  funding needs are met primarily by a combination of
short-term and medium-term  loans from banks and other  financial  institutions.
Where it is cost-effective, the Company also issues commercial paper, as well as
medium-term  and  long-term  debt,  in both the Euro and local  markets  to fund
certain non-U.S. operations.



<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Credit  facilities   supporting   operations  of  the  Company's   international
subsidiaries  totaled  $17.1  billion at December 31, 1996 of which $8.1 billion
was unused.  As of December 31, 1996, the committed and  uncommitted  portion of
such credit facilities totaled $5.0 billion and $12.1 billion, respectively.

As  discussed  in Note 3 in the Notes to  Consolidated  Statements,  the Company
occasionally sells finance receivables through special purpose bankruptcy-remote
subsidiaries which it continues to service for a fee.

The scope of GMAC's  ability to tap the capital  markets for  unsecured  debt is
linked to both its term debt and commercial paper ratings.  This is particularly
true with respect to the Company's  commercial paper ratings.  These ratings are
intended  to provide  guidance  to  investors  in  determining  the credit  risk
associated with particular  securities based on current information  obtained by
the  rating   organizations   from  the  Company  or  other  sources  that  such
organizations consider to be reliable.  Lower ratings generally result in higher
borrowing costs as well as reduced access to capital markets.  A security rating
is not a  recommendation  to buy,  sell,  or hold  securities  and is subject to
revision or withdrawal at any time by the assigning  rating  organization.  Each
rating should be evaluated independently of any other rating.

Substantially all of the Company's short-term,  medium-term,  and long-term debt
has been rated by four nationally  recognized  statistical rating organizations.
As of March 14,  1997,  all of the  latest  ratings  assigned  were  within  the
investment grade category.

                                        Senior                    Commercial
RATING AGENCY                            DEBT                        PAPER
- -------------                            ----                        -----

Duff & Phelps Credit Rating Co.           A-                         D-1
Fitch Investors Service, Inc.             A-                         F-1
Moody's Investors Service, Inc.           A3                       Prime-1
Standard & Poor's Ratings Services        A-                         A-2

Duff & Phelps Credit Rating Co. (D&P), has assigned a rating of A- to the senior
debt of the Company,  the seventh  highest  among ten  investment  grade ratings
available,  indicating  adequate  likelihood of timely  payment of principal and
interest.  The Company's commercial paper has received a rating of D-1 from D&P,
the second highest of five investment grade ratings available, signifying a very
high certainty of timely payment based on excellent  liquidity  factors and good
fundamental protection factors. D&P reaffirmed these ratings in January 1997.



<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Fitch Investors Service, Inc. (Fitch), has assigned ratings of A- and F-1 to the
Company's senior debt and commercial paper, the seventh and second highest among
ten and four investment grade ratings available,  respectively. The A- rating is
assigned  by Fitch to bonds  considered  to be of high credit  quality  with the
obligor's  ability to pay interest and repay principal  considered to be strong.
The F-1 rating is  assigned to  short-term  issues  which  possess a very strong
credit quality based  primarily on the existence of liquidity  necessary to meet
the obligations in a timely manner.  Fitch  reaffirmed  these ratings in January
1997.

Moody's Investors Service,  Inc.  (Moody's),  has assigned a rating of A3 to the
Company's  senior debt, the seventh  highest among ten investment  grade ratings
available, indicating many favorable investment attributes with security factors
for  principal to be adequate.  The  Company's  commercial  paper has received a
rating of Prime-1 from Moody's,  the highest of three such  ratings,  reflecting
superior ability for repayment of senior short-term debt obligations and assured
ability  to  access  alternative  sources  of  liquidity.  Additional  repayment
characteristics of commercial paper issues receiving this premium rating include
leading market position in a well established industry,  high rates of return on
funds  employed,  and broad  margins in  earnings  coverage  of fixed  financial
charges. Each of these ratings were assigned by Moody's in May 1995.

Standard & Poor's Ratings Services,  a division of McGraw-Hill  Companies,  Inc.
(S&P), has assigned a rating of A- to the Company's senior debt, seventh highest
among ten investment grade ratings available. The A- rating is assigned to bonds
considered to have a strong  capacity to pay interest and repay  principal.  The
Company's  commercial  paper has received a rating of A-2,  third highest of the
four investment grade ratings  available,  indicating strong capacity for timely
payment  determined by significant  safety  characteristics.  S&P affirmed these
ratings in January 1997.

At this date, GMAC is not under review by any of the above rating agencies.

In managing the interest rate and foreign exchange  exposures of a multinational
finance entity,  the Company and its subsidiaries  utilize a variety of interest
rate and  currency  derivative  financial  instruments.  As an  end-user of such
instruments,  GMAC is in a better  position to expand its  investor  base and to
minimize  its  funding  costs,   enhancing  its  ability  to  offer  attractive,
competitive  financing  rates  to  its  customers.  The  derivative  instruments
utilized by the  Company  are  relatively  straightforward  and  involve  little
complexity.  The  portfolio  consists of  interest  rate  swaps,  caps,  forward
starting  interest rate swaps and options;  currency  swaps which are matched to
offset a companion  asset or funding  obligation;  and hedges  related to GMACMG
activities.



<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

These instruments  involve,  to varying degrees,  elements of credit risk in the
event a  counterparty  should  default  and market risk as the  instruments  are
subject  to rate and price  fluctuations.  Credit  risk is managed  through  the
periodic  monitoring  and  approval  of  financially  sound  counterparties  and
limiting the potential  exposure to individual  counterparties  to predetermined
notional and exposure limits. Market risk is inherently limited by the fact that
the Company holds offsetting asset or liability  positions.  Market risk is also
managed on an ongoing basis by determining and monitoring the fair value of each
transaction in the portfolio. GMAC employs a variety of internal swap and option
models,  using  mid-market  rates,  to  calculate  mark-to-market  values of its
derivative   positions  and  obtains  valuations  from  its  counterparties  for
reporting purposes.

The aggregate  fair value of the Company's  derivatives  portfolio  represents a
small percentage of its $8.3 billion equity base at December 31, 1996. The total
notional  amount of off-balance  sheet  instruments  was $48.3 billion and $18.8
billion at  December  31,  1996 and 1995,  respectively.  The  increase  in 1996
year-end notional outstandings is partially due to the purchase of interest rate
caps, forward starting interest rate swaps, and options on futures, all of which
are intended to protect against  possible  interest rate increases in 1997. Also
contributing to the higher 1996 notional positions were increased hedges related
to  growth in GMACMG  business  activities.  Summary  schedules  of  outstanding
contracts by type and term as well as a reconciliation of the Company's interest
rate and  currency  swap  activities  for the years ended  December 31, 1996 and
1995, are included in Note 16 in the Notes to Consolidated Financial Statements.


CASH FLOWS

Cash provided by 1996  operating and financing  activities  totaled $4.2 billion
and $2.6 billion,  respectively.  In comparison, cash provided by 1995 operating
and financing  activities  totaled $5.9 billion and $6.7 billion,  respectively.
Similarly,  1994 operating and financing activities generated cash flows of $4.4
and  $2.5  billion,  respectively.  These  cash  flows  were  used in  investing
activities  which  totaled $7.5 billion in 1996,  $12.5 billion in 1995 and $9.6
billion  in 1994.  In  addition  to  investing  primarily  in the  expansion  of
operating  lease assets  throughout  the last three  years,  the 1995 cash usage
reflects  growth of the  retail  finance  receivables  portfolio.  In 1994,  the
resultant $2.7 billion  decrease in cash and cash equivalents was the outcome of
a planned  reduction  in liquidity  reserve  requirements  due to the  Company's
improved access to capital markets.


<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

COLLECTION RESULTS

The following statistics, which include serviced assets, summarize the Company's
delinquency, repossession and loss experience during the three year period ended
December 31, 1996:

                                                    1996      1995      1994
                                                  --------  --------  ------
RETAIL AND LEASE FINANCING
Accounts past due over 30 days (average) .........    3.2%      2.7%     2.5%
Repossessions of new vehicles ....................    2.0%      1.9%     1.7%
Repossessions of used vehicles ...................    4.4%      3.7%     2.6%

Number of repossessed vehicles ................... 130,000   124,000  110,000

Net retail losses as a percent of
  total average serviced receivables..............   1.37%     0.84%    0.54%

RETAIL LOSSES AS PERCENT OF LIQUIDATIONS:
Total serviced - Worldwide .......................   2.20%     1.35%    0.85%
New serviced - United States .....................   1.75%     1.08%    0.78%
Retail sold - United States ......................   0.64%     0.45%    0.46%

CHARGE-OFFS (IN MILLIONS OF DOLLARS):
Serviced receivables, net of recoveries ..........  $567.7    $352.8   $276.5
Owned receivables, net ...........................   535.3     317.9    245.0

Allowance for financing losses as a percent of
  net serviced receivables .......................   1.38%     1.18%    1.10%

OPERATING LEASE PORTFOLIO - UNITED STATES:
Percentage of contracts in payment delinquency ...   1.60%     1.32%    0.98%
Number of early terminations by default ..........  19,600    12,300    6,800

Consistent with recent trends in the consumer  finance  industry,  the Company's
delinquencies and losses have increased during the past two years,  particularly
in the U.S.  used vehicle  financing  portfolio.  The 1994  collection  and loss
results were extraordinarily low compared to historical trends. Additions to the
reserve as well as tightened credit standards and intensified collection efforts
are expected to mitigate the  Company's  exposure to further  adverse  trends in
consumer payment experience.



<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

BORROWING COSTS

During 1996, the Company returned to a more traditional  funding mix in the U.S.
by  emphasizing  more floating rate  short-term  debt at a time during which the
general level of short-term  rates declined  (e.g.,  the 1996 U.S. prime lending
rate  averaged  56  basis  points  below  1995).  As a  result,  GMAC's  cost of
short-term debt in the United States  decreased to an average of 5.44%, 61 basis
points below 1995, but 89 basis points above 1994. United States medium-term and
long-term debt costs  decreased to an average of 7.20% for 1996, 15 and 29 basis
points below 1995 and 1994,  respectively.  These  improvements led to a reduced
composite  cost of debt for United States  operations  which  averaged  6.51% in
1996,  compared to 6.86% in 1995 and 6.48% in 1994. The Company's worldwide cost
of debt averaged 6.57% in 1996,  down 45 and 12 basis points from 1995 and 1994,
respectively. The benefits of these lower borrowing cost factors almost entirely
offset the effect of higher  average  borrowings  to result in the  interest and
discount expense being only $1.2 million above the 1995 expense.

FINANCING REVENUES AND OTHER INCOME

Consolidated financing revenue totaled $12.6 billion in 1996 compared with $11.7
billion  and $9.4  billion  in 1995 and 1994,  respectively.  The 1996  increase
primarily  resulted  from higher  revenues from the  portfolios  of U.S.  retail
finance  receivables  and  North  American  operating  leases.  All areas of the
business contributed to the 1995 increase.

Retail and lease  financing  revenue,  at $3,822.2  million for 1996, was $530.6
million  and  $867.2  million  higher  than  1995 and  1994,  respectively.  The
predominant  factor in the 1996 increase was higher average owned retail finance
outstandings in the U.S., a result of expanding the portfolio  between  mid-1995
and mid-1996.  Operating lease revenue,  net of  depreciation,  reached $2,587.6
million in 1996,  compared to $1,980.2  million in 1995 and $1,621.9  million in
1994, as leasing  remained a popular choice of consumers.  Also  contributing to
the  leasing  margin  increase  was  continued   positive   performance  in  the
liquidation of off-lease vehicles,  including  consideration of residual support
received from GM.

Wholesale and term loan financing revenue amounted to $1,607.0 million, compared
with $2,087.4 million in 1995 and $1,608.1 million in 1994. The 1996 decrease is
primarily  attributable to a combination of lower average outstandings caused by
establishing  additional  trusts for  revolving  sales of wholesale  receivables
during  August 1995 and April 1996 and lower  short-term  interest  rate indices
upon which floor plan inventory rates are based.



<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Other income,  including  gains and fees related to sold finance  receivables as
well as GMACMG revenues, totaled $2,171.9 million for 1996, compared to $2,116.8
million and $1,598.6 million in 1995 and 1994, respectively. The slight increase
in 1996 is  primarily  attributable  to continued  growth in fee and  investment
revenue at GMACMG,  which was  partially  offset by lower  income  from sales of
retail finance receivables transactions. Significantly higher fee and investment
income at GMACMG  produced  the majority of the 32% increase in 1995 as compared
with 1994.

Pre-tax gains on sold retail receivables, excluding the related limited recourse
loss provision, totaled $35.2 million during 1996 compared with $38.2 million in
1995 and $30.8 million in 1994. Retail  receivables  sales generally  accelerate
the recognition of income on retail  contracts,  net of servicing fees and other
related deferrals,  into the period the receivables are sold. The amount of such
gains is affected by a number of factors and may create variability in quarterly
earnings  depending on the type and amount of  receivables  sold,  the structure
used to effect the sale, as well as the prevailing  financial market conditions.
This  acceleration  results in the pre-tax gains reflected above, and can create
variability  in annual  earnings  depending  on the  amount,  timing and the net
margin between the average yield and  all-in-cost of the sold  receivables.  The
acceleration  also reduces  profit  potential in future  periods.  Although this
acceleration can significantly impact quarterly or year-to-year comparisons,  it
should be noted  that the  Company  generally  recognizes  approximately  70% of
interest  and  discount  revenue  in the first  two  years of a retail  contract
(reflecting the term of the underlying  contracts,  revenue  recognition methods
and  historical  prepayment  experience).  As such,  depending  on the timing of
receivables  sales in a given  year,  the net impact on annual  earnings  may be
substantially less than the gains indicated.

EXPENSES

Salaries and benefits  increased in 1996 to $974.3  million from $892.8  million
and $813.7  million in 1995 and 1994,  respectively.  The higher salary costs in
1996 primarily reflect higher employment levels at GMACMG incidental to expanded
financing  and  servicing  business  activities  as well as wage  increases to a
relatively stable financing operations workforce.

Other operating  expenses totaled $1,716.0 million for 1996,  $217.0 million and
$497.4  million  higher  than the  respective  1995 and 1994  periods.  The 1996
increase  over 1995  reflects  higher  general  operating  costs  incidental  to
expanded financing business activities, principally at GMACMG, as well as higher
data processing costs,  increased credit losses on operating leases,  and higher
collection  and  repossession  costs.  The 1995  increase over 1994 is partially
attributable to higher valuation  adjustments  related to repossessed  vehicles,
and higher renovation and relocation costs related to the restructuring of North
American field operations.




<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

As noted earlier,  net retail losses (as a percentage of total average  serviced
receivables)  increased  to 1.37% in 1996 from  0.84% in 1995 and 0.54% in 1994;
primarily a result of a continued rise in vehicle  charge-off  experience in the
U.S.,  particularly in the used vehicle  financing  portfolio.  This increase in
repossessions  and losses as well as additions to the loss reserves  resulted in
the $669.0  million  provision  for financing  losses for 1996,  which is $220.2
million and $491.7 million above the respective 1995 and 1994 periods.  The 1994
provision for financing losses was extraordinarily low in a historical context.

United  States,  foreign and other income taxes  amounted to $837.2  million for
1996,  $85.0 million and $324.5  million more than 1995 and 1994,  respectively.
The 1996 increase over 1995 primarily  reflects a 17% increase in pre-tax income
partially offset by a decline in the effective income tax rate on a consolidated
basis.  Similarly,  the  increase in the 1995  income tax expense  over 1994 was
attributable  to a 24% increase in pre-tax income as well as a higher  effective
income tax rate. The effective  income tax rate for 1996 was 40.3%,  compared to
42.2% in 1995 and 35.6% in 1994. The favorable  change in 1996 was  attributable
to lower  effective  income  tax rates for  international  operations.  The 1995
increase over 1994  reflected  higher U.S. and foreign taxes assessed on foreign
source income.

MORTGAGE OPERATIONS

GMACMG  continued to maintain its position as a leading  mortgage  banker in the
United States.  Increased  volume for all segments,  combined with lower average
short-term  interest rates,  led to earnings  growth for GMACMG.  For 1996, loan
origination,  mortgage  servicing  acquisitions  and  correspondent  loan volume
(including a $2.8  billion  transfer of servicing on GMAC term loans to dealers)
totaled $52.4 billion,  an increase of $16.5 billion and $35.3 billion over 1995
and 1994,  respectively.  The continued growth  represents  expanded  commercial
operations,  continued  participation  in the market for  residential  servicing
rights and diminished  competition for the  non-conforming  conduit  operations.
Reflecting  the higher lending  activities,  the GMACMG  servicing  portfolio at
December  31,  1996,  including  $2.7  billion  of GMAC term  loans,  was $110.0
billion, 35% above the $81.2 billion at December 31, 1995.

INSURANCE OPERATIONS

Gross premiums  written by MIC and its subsidiaries  totaled  $1,349.7  million,
$1,324.8 million and $1,360.9 million in 1996, 1995 and 1994, respectively.  Net
premiums  written totaled  $1,150.2  million in 1996, a decrease of $5.8 million
from 1995, and $60.9 million below 1994.

Capital gains at MIC totaled $100.2 million for 1996,  $13.8 million and $35.5
million above 1995 and 1994, respectively.



<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONCLUDED)

ACCOUNTING STANDARDS

In June 1996, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial  Accounting  Standard (SFAS) No. 125,  Accounting for Transfers and
Servicing of Financial Assets and  Extinguishments of Liabilities.  SFAS No. 125
is  effective  for certain  transfers  and  servicing  of  financial  assets and
extinguishments  of liabilities  occurring after December 31, 1996. SFAS No. 125
supercedes  SFAS No. 77,  Reporting by Transferors  for Transfers of Receivables
with  Recourse.  SFAS No.  125 also  supercedes  SFAS No.  122,  Accounting  for
Mortgage  Servicing  Rights,  which was adopted by the Company in 1995 without a
material  impact on the  consolidated  financial  statements.  The  Company  has
determined that the required January 1, 1997 adoption of this statement will not
have a material  impact on its  consolidated  financial  position  or results of
operations.


<PAGE>



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

MANAGEMENT'S RESPONSIBILITIES FOR CONSOLIDATED FINANCIAL STATEMENTS

The following  consolidated  financial  statements of General Motors  Acceptance
Corporation and subsidiaries  were prepared by management,  which is responsible
for their  integrity  and  objectivity.  The  statements  have been  prepared in
conformity with generally accepted  accounting  principles and, as such, include
amounts based on judgments of  management.  Financial  information  elsewhere in
Part II is consistent with that in the consolidated financial statements.

Management  is  further   responsible  for  maintaining  a  system  of  internal
accounting controls, designed to provide reasonable assurance that the books and
records  reflect the  transactions  of the  companies  and that its  established
policies and  procedures  are  carefully  followed.  Perhaps the most  important
feature  in the system of control  is that it is  continually  reviewed  for its
effectiveness  and is augmented by written policies and guidelines,  the careful
selection and training of qualified  personnel and a strong  program of internal
audit.

Deloitte & Touche LLP, an  independent  auditing  firm,  is engaged to audit the
consolidated  financial statements of General Motors Acceptance  Corporation and
its subsidiaries and issue reports thereon. The audit is conducted in accordance
with generally accepted auditing standards which comprehend the consideration of
internal  accounting  controls and tests of transactions to the extent necessary
to  form  an  independent  opinion  on  the  financial  statements  prepared  by
management. The Independent Auditors' Report appears on the next page.

The Board of  Directors,  through  its Audit  Committee  (the  "Committee"),  is
responsible for: (1) assuring that management  fulfills its  responsibilities in
the preparation of the consolidated  financial statements;  and (2) engaging the
independent  auditors.  The  Committee  reviews  the scope of the audits and the
accounting  principles  being applied in financial  reporting.  The  independent
auditors, representatives of management and the internal auditors meet regularly
(separately and jointly) with the Committee to review the activities of each, to
ensure that each is properly  discharging its responsibilities and to assess the
effectiveness of the system of internal accounting controls.  It is management's
conclusion that the system of internal accounting controls at December 31, 1996,
provides   reasonable   assurance  that  the  books  and  records   reflect  the
transactions of the companies and that its  established  policies and procedures
are complied with. To ensure  complete  independence,  Deloitte & Touche LLP has
full  and  free  access  to  meet  with  the   Committee,   without   management
representatives  present,  to discuss the results of the audit,  the adequacy of
internal accounting controls and the quality of the financial reporting.


S/ J. R. RINES                     S/ E. A. FELDSTEIN
- --------------                     ------------------
John R. Rines, President and       Eric A. Feldstein, Executive Vice
Chief Executive Officer            President and Chief Financial Officer



<PAGE>


INDEPENDENT AUDITORS' REPORT


General Motors Acceptance Corporation:

We have audited the  Consolidated  Balance  Sheet of General  Motors  Acceptance
Corporation  and  subsidiaries  as of December 31, 1996 and 1995 and the related
Consolidated Statement of Income and Net Income Retained for Use in the Business
and  Consolidated  Statement  of Cash  Flows for each of the three  years in the
period  ended   December  31,  1996.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the financial  position of General Motors Acceptance  Corporation and
subsidiaries  at December 31, 1996 and 1995 and the results of their  operations
and their cash flows for each of the three  years in the period  ended  December
31, 1996, in conformity with generally accepted accounting principles.


S\ DELOITTE & TOUCHE LLP
- ------------------------
 DELOITTE & TOUCHE LLP

600 Renaissance Center
Detroit, Michigan 48243-1704

January 28, 1997



<PAGE>
<TABLE>


                      GENERAL MOTORS ACCEPTANCE CORPORATION
                           CONSOLIDATED BALANCE SHEET

 <CAPTION>
                                                                                        DECEMBER 31,
                                                                                        -----------
                                                                                      1996        1995
                                                                                   ----------- -----------
                                                                                  (in millions of dollars)

<S>                             <C>                                                <C>         <C>        
Cash and cash equivalents (Note 1) .............................................   $     742.3 $   1,448.6
                                                                                   ----------- -----------
EARNING ASSETS
Investments in securities (Note 5) .............................................       4,556.8     4,328.2
Finance receivables, net (Notes 2 and 3) .......................................      58,380.0    60,404.9
Investment in operating leases, net (Note 4) ...................................      24,909.5    22,134.9
Notes receivable from General Motors Corporation (Note 13) .....................         190.5      --
Real estate mortgages - held for sale ..........................................       2,785.0     1,486.8
                      - held for investment ....................................         611.2       706.8
                      - lending receivables ....................................       1,404.6       710.1
Due and deferred from receivable sales, net (Note 3) ...........................       1,214.5     1,371.4
Other (Note 13) ................................................................       1,294.7       871.0
                                                                                   ----------- -----------
   Total earning assets ........................................................      95,346.8    92,014.1
                                                                                   ----------- -----------

NONEARNING ASSETS (Note 6) .....................................................       2,488.9     2,184.8
                                                                                   ----------- -----------

TOTAL ASSETS ...................................................................   $  98,578.0 $  95,647.5
                                                                                   =========== ===========

Notes, loans and debentures payable within
 one year (Notes 7 and 8) ......................................................   $  45,809.9 $  43,871.8
                                                                                   ----------- -----------

ACCOUNTS PAYABLE AND OTHER LIABILITIES
General Motors Corporation and affiliated companies (Note 13) ..................         646.6     1,787.6
Interest .......................................................................       1,065.2     1,048.0
Unpaid insurance losses and loss adjustment expense ............................       1,581.9     1,499.7
Unearned insurance premiums ....................................................       1,437.5     1,421.9
Deferred income taxes (Note 10) ................................................       2,215.8     2,175.6
United States and foreign income and
 other taxes payable (Note 10) .................................................          35.6       294.5
Other postretirement benefits (Note 12) ........................................         627.0       600.4
Other ..........................................................................       4,012.0     3,628.1
                                                                                   ----------- -----------
   Total accounts payable and other liabilities ................................      11,621.6    12,455.8
                                                                                   ----------- -----------

Notes, loans and debentures payable after one year (Note 9) ....................      32,878.9    31,050.6
                                                                                   ----------- -----------

Commitments and contingencies (Notes 4, 16 and 18)

Common stock, $100 par value (authorized 25,000,000 shares,
 outstanding 22,000,000 shares) ................................................       2,200.0     2,200.0
Net income retained for use in the business ....................................       5,775.2     5,734.7
Net unrealized gains on securities (Note 5) ....................................         276.7       284.7
Unrealized accumulated foreign currency translation adjustment .................          15.7        49.9
                                                                                   ----------- -----------
   Total stockholder's equity ..................................................       8,267.6     8,269.3
                                                                                   ----------- -----------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY .....................................   $  98,578.0 $  95,647.5
                                                                                   =========== ===========

Reference should be made to the Notes to Consolidated Financial Statements 

</TABLE>


<PAGE>

<TABLE>

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                      CONSOLIDATED STATEMENT OF INCOME AND
                   NET INCOME RETAINED FOR USE IN THE BUSINESS

<CAPTION>
                                             FOR THE YEARS ENDED DECEMBER 31,
                                             --------------------------------
                                               1996        1995        1994
                                               ----        ----        ----
                                                 (in millions of dollars)
FINANCING REVENUE (Note 1)
<S>                                         <C>         <C>         <C>       
Retail and lease financing (Note 2) ......  $  3,822.2  $  3,291.6  $  2,955.0
Operating leases (Note 4) ................     7,214.6     6,285.0     4,855.7
Wholesale and term loans (Note 2) ........     1,607.0     2,087.4     1,608.1
                                            ----------  ----------  ----------
   Total financing revenue ...............    12,643.8    11,664.0     9,418.8
Interest and discount (Notes 8 & 9) ......    (4,937.5)   (4,936.3)   (4,230.9)
Depreciation on operating leases (Note 4).    (4,627.0)   (4,304.8)   (3,233.8)
                                            ----------- ----------  ---------- 
   Net financing revenue .................     3,079.3     2,422.9     1,954.1
Insurance premiums earned ................     1,158.0     1,082.4     1,127.6
Other income (Notes 3 and 13) ............     2,171.9     2,116.8     1,598.6
                                            ----------  ----------  ----------
   NET FINANCING REVENUE AND OTHER .......     6,409.2     5,622.1     4,680.3
                                            ----------  ----------  ----------

EXPENSES
Salaries and benefits ....................       974.3       892.8       813.7
Other operating expenses .................     1,716.0     1,499.0     1,218.6
Insurance losses and loss adjustment
 expenses ................................       972.2       998.3     1,030.9
Provision for financing losses (Note 2) ..       669.0       448.8       177.3
                                            ----------  ----------  ----------
   Total expenses ........................     4,331.5     3,838.9     3,240.5
                                            ----------  ----------  ----------

Income before income taxes ...............     2,077.7     1,783.2     1,439.8
United States, foreign and other income
 taxes (Note 10) .........................       837.2       752.2       512.7
                                            ----------  ----------  ----------
Income before cumulative effect of
 accounting change .......................     1,240.5     1,031.0       927.1
Cumulative effect of accounting change
 (Note 12)................................      --          --            (7.4)
                                            ----------  ----------  ---------- 
   NET INCOME ............................     1,240.5     1,031.0       919.7

Net income retained for use in the
 business at beginning of the year .......     5,734.7     5,653.7     5,609.0
                                            ----------  ----------  ----------
Total ....................................     6,975.2     6,684.7     6,528.7
Cash dividends ...........................     1,200.0       950.0       875.0
                                            ----------  ----------  ----------
   NET INCOME RETAINED FOR USE IN THE
    BUSINESS AT END OF THE YEAR ..........  $  5,775.2  $  5,734.7  $  5,653.7
                                            ==========  ==========  ==========

Reference should be made to the Notes to Consolidated Financial Statements.

</TABLE>


<PAGE>
<TABLE>


                      GENERAL MOTORS ACCEPTANCE CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<CAPTION>

                                                             FOR THE YEARS ENDED DECEMBER 31,
                                                             --------------------------------
                                                               1996        1995        1994
                                                               ----        ----        ----
                                                                 (in millions of dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                         <C>         <C>          <C>  
Income before cumulative effect of accounting
 changes .................................................  $  1,240.5  $  1,031.0   $   927.1
Depreciation .............................................     4,667.5     4,342.7     3,267.2
Provision for financing losses ...........................       669.0       448.8       177.3
Gains on sales of finance receivables.....................       (35.2)      (38.2)      (30.8)
Mortgage loans-originations/purchases ....................   (19,455.3)  (12,085.6)  (10,135.7)
              -proceeds on sale ..........................    18,157.1    11,613.1    10,386.2
Mortgage-related securities held for trading-acquisitions       (970.2)     (515.4)     (275.8)
                                            -liquidations        757.6       532.6         --
Changes in the following items:
  Due to General Motors Corporation and
   affiliated companies ..................................    (1,103.0)     (133.6)     (618.1)
  Taxes payable and deferred .............................      (204.5)      855.8       542.8
  Interest payable .......................................        17.0        86.6       (50.2)
  Other assets ...........................................      (199.9)     (212.2)     (598.4)
  Other liabilities ......................................       369.0       (61.7)      713.2
Other ....................................................       279.3        45.3       129.4
                                                            ----------  ----------   ---------

   Net cash provided by operating activities .............     4,188.9     5,909.2     4,434.2
                                                            ----------  ----------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Finance receivables-acquisitions .........................  (155,477.3) (163,033.3) (156,579.8)
                   -liquidations .........................   120,252.6   132,741.7   135,905.2
Notes receivable from General Motors Corporation .........      (190.5)    1,080.5       275.0
Operating leases-acquisitions ............................   (14,381.8)  (14,034.6)  (13,086.8)
                -liquidations ............................     6,795.9     5,642.5     3,569.5
Investments in securities-acquisitions ...................   (13,088.6)  (12,207.6)  (11,439.5)
                         -liquidations ...................    13,063.2    11,864.7    11,495.2
Proceeds from sales of receivables-wholesale .............    34,620.0    22,010.8    16,786.7
                                  -retail ................     2,037.2     3,378.1     3,461.0
Due and deferred from receivable sales ...................       192.0       231.9       322.9
Other ....................................................    (1,288.8)     (219.4)     (341.2)
                                                            ----------  ----------   ---------
   Net cash used in investing activities .................    (7,466.1)  (12,544.7)   (9,631.8)
                                                            ----------  ----------   ---------
CASH FLOWS FROM FINANCING  ACTIVITIES 
Debt with original maturities 90 days and over
     -proceeds ...........................................    54,377.4    47,807.0    46,348.0
     -liquidations .......................................   (48,875.0)  (44,138.7)  (46,541.3)
Debt with original maturities less than 90 days-net change    (1,731.9)    4,026.5     3,540.8
Dividends paid ...........................................    (1,200.0)     (950.0)     (875.0)
Proceeds from issuance of stock to General Motors ........       --         --            35.0
                                                            ----------  ----------   ---------
   Net cash provided by financing activities .............     2,570.5     6,744.8     2,507.5
                                                            ----------  ----------   ---------
Effect of exchange rate changes on cash and cash
 equivalents .............................................         0.4        (0.2)        1.5
                                                            ----------  ----------   ---------
   Net (decrease)/increase in cash and cash equivalents ..      (706.3)      109.1    (2,688.6)
Cash and cash equivalents at the beginning of the year ...     1,448.6     1,339.5     4,028.1
                                                            ----------  ----------   ---------
Cash and cash equivalents at the end of the year .........  $    742.3  $  1,448.6  $  1,339.5
                                                            ==========  ==========  ==========

SUPPLEMENTARY CASH FLOWS INFORMATION
 Interest paid ...........................................  $  4,851.7  $  4,783.3  $  4,223.7
 Income taxes paid/(recovered) ...........................  $  1,003.9  $    210.9  $    (16.0)

Reference should be made to the Notes to Consolidated Financial Statements.

</TABLE>


<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS
General Motors Acceptance Corporation (the "Company"), a wholly-owned subsidiary
of General Motors  Corporation  ("General  Motors" or "GM"), was incorporated in
1919 under the New York Banking Law relating to investment companies.

The Company is a  financial  services  organization  that  principally  provides
consumer and dealer vehicle  financing.  The principal markets for the Company's
vehicle financial products and services are North America, Europe, Latin America
and Asia-Pacific.  The Company's  mortgage banking  subsidiaries  operate in the
U.S. In addition,  the Company owns subsidiaries  which offer insurance products
and services in North America, Canada, Europe, Latin America and Asia-Pacific.

PRINCIPLES OF CONSOLIDATION
The consolidated  financial  statements  include the accounts of the Company and
its domestic and foreign subsidiaries. All significant intercompany balances and
transactions are eliminated in consolidation.

Certain  prior period  amounts have been  reclassified  to conform with the 1996
presentation.

CASH EQUIVALENTS
Cash  equivalents  are defined as  short-term,  highly liquid  investments  with
original maturities of 90 days or less.

REVENUE RECOGNITION
Financing  revenue  is  recorded  over the  terms of the  receivables  using the
interest method.  Certain loan  origination  costs are deferred and amortized to
financing revenue over the life of the related loans using the interest method.

Income  from  operating  lease  assets  is on a  straight-line  basis  over  the
scheduled lease term. Certain operating lease origination costs are deferred and
amortized to financing  revenue  over the life of the related  operating  leases
using the straight-line method.

ALLOWANCE FOR FINANCING LOSSES
An allowance for financing losses is generally  established during the period in
which  receivables  are  acquired and is  maintained  in amounts  considered  by
management to be  appropriate  in relation to  receivables  outstanding.  Losses
arising from the sale of repossessed collateral are charged to the allowance for
financing losses.  Where repossession has not been effected,  losses are charged
off as soon as it is  determined  that the  collateral  cannot  be  repossessed,
generally not more than 150 days after default.



<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REPOSSESSED PROPERTY AND IMPAIRED LOANS
Losses arising from the repossession of collateral  supporting doubtful accounts
and  property   supporting   defaulted  operating  leases  are  recognized  upon
repossession. Repossessed assets are recorded at the lower of historical cost or
estimated  realizable  value and are  included  in  nonearning  assets  with the
related  adjustments  to the  valuation  allowance  included in other  operating
expenses.

Non-retail  finance  receivables  are  reduced  to the  estimated  fair value of
collateral when determined to be impaired or uncollectible.

SALES OF RECEIVABLES
The Company sells retail and wholesale  receivables through consolidated special
purpose  subsidiaries which absorb all losses related to sold receivables to the
extent of their subordinated  investments and certain segregated restricted cash
reserves.  Appropriate  limited  recourse loss  allowances  associated with sold
receivables  are  transferred  from the allowance  for financing  losses and are
included in "Due and deferred from receivable sales, net". Normal servicing fees
on sold  receivables  are earned over time based on the amount of serviced loans
outstanding.

Pre-tax gains on sold  receivables are recorded in other income.  In determining
the gain or loss for each qualifying sale of retail receivables,  the investment
in the sold  receivable  pool is  allocated  between  the  portion  sold and the
portion  retained  based on their  relative fair values on the date of sale. The
receivables sold are removed from the balance sheet caption "Finance receivable,
net", and the Company's  retained  interests in such receivables are included in
"Due and deferred from receivable sales, net".

In June 1996,  the FASB  issued  SFAS No.  125,  Accounting  for  Transfers  and
Servicing of Financial Assets and  Extinguishments of Liabilities.  SFAS No. 125
requires securitization transactions to be accounted for as sales when legal and
effective control over transferred  receivables is surrendered.  SFAS No. 125 is
effective  for  certain   transfers  and  servicing  of  financial   assets  and
extinguishments  of liabilities  occurring  after December 31, 1996 and is to be
applied prospectively.

DEPRECIATION
The Company and its subsidiaries  provide for depreciation of vehicles and other
equipment on  operating  leases or in company use  generally on a  straight-line
basis. The provision for depreciation is adjusted for the difference between the
net book value and the  proceeds  of sale or salvage on  disposal of the assets.
The Company  evaluates its depreciation  policy for leased vehicles on a regular
basis.



<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FOREIGN CURRENCY TRANSLATION
All assets and  liabilities of foreign  subsidiaries  are  translated  into U.S.
dollars at year-end  exchange rates.  Income and expense items are translated at
average  exchange rates  prevailing  during the year. The resulting  translation
adjustments are recorded as a component of stockholder's equity.

FINANCIAL INSTRUMENTS
The Company is party to a variety of interest  rate and  foreign  exchange  swap
agreements and options.

The  Company  accounts  for  interest  rate  swap  agreements  using  settlement
accounting as they alter the  characteristics  of assets or liabilities to which
they are matched.  The cash flows from  interest rate swaps are accounted for as
adjustments to interest income or expense depending on the underlying  exposure.
Gains and losses from  terminated  contracts are deferred and amortized over the
remaining  period of the original swap or the remaining  term of the  underlying
exposure  whichever is shorter.  Open swap  positions are reviewed  regularly to
ensure that they remain  effective  in managing  interest  rate risk.  Purchased
eurodollar  options  and  written  options  (including  related  premiums),  and
interest  rate  basis  swaps are  marked-to-market  on a current  basis with the
related  income  or  expense  included  in other  income.  Portfolio  swaps  are
identified  with specific  portfolios of assets or liabilities  with any amounts
due or  payable,  and  amounts  paid or  received,  offset  against  the related
interest income or expense.

Foreign  exchange  swap  agreements  are  entered  into in  connection  with the
Company's  management  of its foreign  currency  exposures and are accounted for
using settlement  accounting as it relates to periodic  interest  payments.  The
foreign  currency gains and losses  associated with these  contracts  offset the
correlating  foreign  currency  gains  and  losses  related  to  the  designated
liabilities.

INSURANCE OPERATIONS
Insurance  premiums are earned on a basis related to coverage  provided over the
terms of the policies.  Commission costs and premium taxes incurred in acquiring
new business are deferred and amortized  over the terms of the related  policies
on the same basis as premiums are earned.  The  liability  for unpaid losses and
loss adjustment  expenses  includes  amounts relating to coinsurance and assumed
reinsurance  agreements and represents the estimated  amount of reported losses,
with an experience factor added to provide for losses incurred but not reported.
Estimated  salvage and subrogation  recoverable is recognized at the time losses
are incurred.  Insurance  liabilities are necessarily based on estimates and the
ultimate  liability  may vary from such  estimates.  Revisions in estimates  are
reported in the period in which they arise.



<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  SIGNIFICANT ACCOUNTING POLICIES (CONCLUDED)

Reinsurance premiums, commissions and reserves related to reinsured business are
accounted  for on a basis  consistent  with  those  used in  accounting  for the
original policies issued and the terms of the reinsurance  contracts.  Estimated
amounts recoverable from reinsurers on unpaid losses, including incurred but not
reported losses, and loss adjustment expenses pursuant to reinsurance  contracts
have been  reported  as an asset.  Amounts  paid to  reinsurers  relating to the
unexpired portion of reinsurance contracts are also reported as an asset.

USE OF ESTIMATES
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect amounts reported  therein.  Due to the inherent  uncertainty  involved in
making  estimates,  actual results  reported in future periods may be based upon
amounts which differ from those estimates.




<PAGE>
<TABLE>

<CAPTION>

                     GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2.  FINANCE RECEIVABLES

The composition of finance receivables outstanding at December 31, 1996 and 1995
is summarized as follows:
                                                          DECEMBER 31,
                                                          ------------
                                                        1996        1995
                                                        ----        ----
                                                    (in millions of dollars)
<S>                                                  <C>         <C>       
United States
 Retail ...........................................  $ 26,867.4  $ 26,979.9
 Wholesale ........................................    13,825.8    16,189.6
 Leasing and lease financing ......................     1,188.3     1,327.3
 Term loans to dealers and others .................     3,386.7     3,729.6
                                                     ----------  ----------
Total United States ...............................    45,268.2    48,226.4
                                                     ----------  ----------

Canada
 Retail ...........................................       657.8       786.8
 Wholesale ........................................     1,615.8     1,512.2
 Leasing and lease financing ......................       834.1       714.8
 Term loans to dealers and others .................       178.2       142.0
                                                     ----------  ----------
Total Canada ......................................     3,285.9     3,155.8
                                                     ----------  ----------

Europe
 Retail ...........................................     5,803.5     5,955.9
 Wholesale ........................................     3,951.3     3,863.0
 Leasing and lease financing ......................       561.9       567.0
 Term loans to dealers and others .................       241.9       230.5
                                                     ----------  ----------
Total Europe ......................................    10,558.6    10,616.4
                                                     ----------  ----------

Other Countries
 Retail ...........................................     2,124.5     1,908.6
 Wholesale ........................................       868.2       656.1
 Leasing and lease financing ......................       611.1       451.2
 Term loans to dealers and others .................       134.6       120.8
                                                     ----------  ----------
Total Other Countries .............................     3,738.4     3,136.7
                                                     ----------  ----------

Total finance receivables .........................    62,851.1    65,135.3
                                                     ----------  ----------

Deductions
 Unearned income ..................................     3,549.3     3,922.5
 Allowance for financing losses ...................       921.8       807.9
                                                     ----------  ----------
Total deductions ..................................     4,471.1     4,730.4
                                                     ----------  ----------
Finance receivables, net ..........................  $ 58,380.0  $ 60,404.9
                                                     ==========  ==========

The aggregate amount of total finance  receivables  maturing in each of the five
years following December 31, 1996, is as follows: 1997 - $36,298.3 million; 1998
- - $11,223.2 million;  1999 - $8,912.9 million;  2000 - $4,342.8 million;  2001 -
$1,561.6 million; 2002 and thereafter - $512.3 million.

</TABLE>


<PAGE>

<TABLE>

                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2.  FINANCE RECEIVABLES (CONCLUDED)

The following table presents an analysis of the allowance for financing losses:

<CAPTION>
                                                 DECEMBER 31,
                                                 ------------
                                           1996     1995     1994
                                           ----     ----     ----
                                          (in millions of dollars)
<S>                                       <C>      <C>      <C>   
Allowance for financing losses at
 beginning of the year .................  $ 807.9  $ 693.3  $ 748.0
                                          -------  -------  -------

Charge-offs
 United States .........................   (601.3)  (372.2)  (310.7)
 Other Countries .......................    (69.9)   (50.2)   (50.3)
                                          -------  -------  ------- 
Total charge-offs ......................   (671.2)  (422.4)  (361.0)
                                          -------  -------  ------- 

Recoveries and other
 United States .........................    125.3    102.0    111.8
 Other Countries .......................     10.6      2.5      4.2
                                          -------  -------  -------
Total recoveries and other .............    135.9    104.5    116.0

Transfers from/(to) sold receivables
 allowance .............................    (19.8)   (16.3)    13.0
Provisions charged to income ...........    669.0    448.8    177.3
                                          -------  -------  -------

Allowance for financing losses
 at end of the year ....................  $ 921.8  $ 807.9  $ 693.3
                                          =======  =======  =======
</TABLE>
<TABLE>

Impaired loans of the Company are carried at the lower of book value or the fair
value of the collateral. The following table presents a summary of the allowance
for financing losses on impaired loans for the years ended December 31, 1996 and
1995:
<CAPTION>
                                                       1996            1995
                                                       ----            ----
                                                      (in millions of dollars)
<S>                                                 <C>             <C>  
Allowance for financing losses at
 beginning of the year .......................      $    118.4      $    134.8
     (Subtractions)/Additions ................           (17.1)            6.2
     Net charge-offs   .......................           (22.4)          (22.6)
                                                    ----------      ---------- 
Allowance for financing losses at
 end of the year .............................      $     78.9      $    118.4
                                                    ==========      ==========

The total  investments  in these loans were $163.3 million and $248.6 million at
December  31,  1996 and 1995,  respectively.  The average  recorded  investments
during 1996 and 1995 were $207.9 million and $283.2 million,  respectively.  The
Company's policy is to recognize  interest income related to impaired loans on a
cash basis.
</TABLE>


<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3.  SALE OF FINANCE RECEIVABLES

The Company  participates in various sales of receivables  programs and has sold
retail finance receivables  through special purpose  subsidiaries with principal
aggregating $2.2 billion in 1996, $3.6 billion in 1995 and $3.7 billion in 1994.
These subsidiaries generally retain a subordinated investment of no greater than
7.5% of the total  receivables  pool and market  the  remaining  portion.  These
subordinated investments absorb losses related to sold receivables to the extent
that such losses are greater  than the excess cash flows from those  receivables
and cash reserves  related to the sale  transaction.  Pre-tax gains  relating to
such  sales  recorded  in  "Other  income"   (excluding  limited  recourse  loss
provisions  which  generally  have been provided at the time the contracts  were
originally  acquired)  amounted to $35.2 million in 1996,  $38.2 million in 1995
and $30.8 million in 1994.  The Company  continues to service these  receivables
for a fee and earns other related  ongoing  income.  The  Company's  sold retail
finance receivable servicing portfolio amounted to $4.3 billion and $6.6 billion
at December 31, 1996 and 1995, respectively.

The Company has sold  wholesale  receivables on a revolving  basis  resulting in
decreases in wholesale outstandings of $5.4 billion and $4.7 billion at December
31,  1996 and  1995,  respectively.  The  Company  continues  to  service  these
receivables  for a fee and is committed to sell eligible  wholesale  receivables
arising in certain dealer accounts.

The Company's interest in excess servicing cash flows,  subordinated interest in
trusts, cash deposits and other related amounts are generally  restricted assets
and  subject to  limited  recourse  provisions.  The  following  is a summary of
amounts included in "Due and deferred from receivable sales, net."
<TABLE>

                                                    DECEMBER 31,
                                                    ------------
<CAPTION>
                                                  1996        1995
                                                  ----        ----
                                              (in millions of dollars)

<S>                                            <C>         <C>       
Excess servicing ............................  $    122.8  $    214.3
Other restricted amounts:
 Subordinated interest in trusts ............       288.5       393.3
 Cash deposits held by trusts ...............       770.8       786.2
 Other ......................................        64.0        21.8
Allowance for estimated credit losses on sold
 receivables ................................       (31.6)      (44.2)
                                               ----------  ---------- 
Total .......................................  $  1,214.5  $  1,371.4
                                               ==========  ==========
</TABLE>



<PAGE>

<TABLE>

                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3.  SALE OF FINANCE RECEIVABLES (CONCLUDED)

The following  table  presents a summary of the  allowance for estimated  credit
losses on sold receivables:

                                                 DECEMBER 31,
                                                 ------------
<CAPTION>
                                          1996      1995      1994
                                          ----      ----      ----
                                         (in millions of dollars)
<S>                                     <C>       <C>       <C>  
Allowance for estimated credit
 losses at beginning of the year .....  $   44.2  $   62.8  $  107.3
Transfers from/(to) allowance for
 financing losses ....................      19.8      16.3     (13.0)
Charge-offs ..........................     (32.4)    (34.9)    (31.5)
                                        --------  --------  -------- 

Allowance for estimated credit
 losses at end of the year ...........  $   31.6  $   44.2  $   62.8
                                        ========  ========  ========
</TABLE>
<TABLE>

NOTE 4.  INVESTMENT IN OPERATING LEASES

Operating leases at year-end were as follows:
<CAPTION>
                                                    DECEMBER 31,
                                                    ------------
                                                 1996        1995
                                                 ----        ----
                                             (in millions of dollars)
Investment in operating leases
<S>                                           <C>         <C>       
   Vehicles and other equipment, at cost ...  $ 31,838.9  $ 28,747.9
     Less: Accumulated depreciation ........     6,929.4     6,613.0
                                              ----------  ----------
Net investment in operating leases .........  $ 24,909.5  $ 22,134.9
                                              ==========  ==========
</TABLE>

The  Company's  investment  in operating  leases is based on estimated  residual
values of the leased  equipment,  which are  calculated  at the lease  inception
date.  Realization of the residual  values is dependent on the Company's  future
ability to market the vehicles under then prevailing market conditions. Although
realization is not assured,  management believes it is more likely than not that
the estimated residual values will be realized.

The lease payments  applicable to equipment on operating leases maturing in each
of the five years following  December 31, 1996, are as follows:  1997 - $5,600.2
million; 1998 - $3,395.8 million; 1999 - $1,314.2 million; 2000 - $137.2 million
and 2001 - $8.5 million.

Each of these assets is  depreciated on a  straight-line  basis over a period of
time  which  is  consistent  with  the term of the  underlying  operating  lease
agreement.



<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5.  INVESTMENTS IN SECURITIES

Bonds, equity securities,  notes,  certificates of deposit and other investments
are carried at fair value.  For  available for sale  investments,  the aggregate
excess of market value over cost, net of related income taxes,  is included as a
separate  component  of  stockholder's  equity.  For  mortgage-related   trading
securities,  the excess of market  value over cost is  included  in income.  The
Company determines cost on the specific  identification basis. The fair value of
the investments,  except for the mortgage-related  trading securities portfolio,
is based on quoted market prices. The fair value of the mortgage-related trading
securities is based on estimated market value.
<TABLE>
<CAPTION>

                                              DECEMBER 31, 1996
                                              -----------------
                                             Fair      Unrealized  Unrealized
TYPE OF SECURITY                  COST       VALUE       GAINS       LOSSES
- ----------------                  ----       -----       -----       ------
                                          (in millions of dollars)
<S>                            <C>         <C>         <C>         <C>  
Bonds, notes and
 other securities
 United States government
  and governmental agencies
  and authorities ...........  $    324.9  $    328.4  $      3.9  $     (0.4)
 States, municipalities and
  political subdivisions ....     1,573.4     1,647.9        84.7       (10.2)
 Mortgage-related securities         61.9        63.9         2.1        (0.1)
 Other ......................     1,145.8     1,176.1        35.6        (5.3)
                               ----------  ----------  ----------  -----------
Total debt securities
  available for sale ........     3,106.0     3,216.3       126.3       (16.0)
 Mortgage-related securities
  held for trading purposes .       697.3       697.3      --          --
                               ----------  ----------  ----------  -----------
Total debt securities .......  $  3,803.3  $  3,913.6  $    126.3  $    (16.0)
                               ----------  ----------  ----------  -----------

Equity securities ...........  $    327.8  $    643.2  $    325.9  $    (10.5)
                               ----------  ----------  ----------  -----------

Total investment in securities $  4,131.1  $  4,556.8  $    452.2  $    (26.5)
                               ==========  ==========  ==========  ===========
</TABLE>


<PAGE>
<TABLE>


<CAPTION>
                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5.  INVESTMENTS IN SECURITIES (CONTINUED)

                                              DECEMBER 31, 1995
                                              -----------------
                                             Fair      Unrealized  Unrealized
TYPE OF SECURITY                  COST       VALUE       GAINS       LOSSES
- ----------------                  ----       -----       -----       ------
                                          (in millions of dollars
<S>                            <C>         <C>         <C>         <C>  
Bonds, notes and
 other securities
 United States government
  and governmental agencies
  and authorities ...........  $    268.0  $    279.4  $     11.5  $     (0.1)
 States, municipalities and
  political subdivisions ....     1,720.8     1,825.0       112.7        (8.5)
 Mortgage-related securities         76.7        78.7         2.6        (0.6)
 Other ......................     1,059.8     1,110.6        51.9        (1.1)
                               ----------  ----------  ----------  ---------- 
Total debt securities
  available for sale ........     3,125.3     3,293.7       178.7       (10.3)
 Mortgage-related securities
  held for trading purposes .       484.8       484.8      --          --
                               ----------  ----------  ----------  ----------
Total debt securities .......  $  3,610.1  $  3,778.5  $    178.7  $    (10.3)
                               ----------  ----------  ----------  ---------- 

Equity securities ...........  $    280.0  $    549.7  $    284.6  $    (14.9)
                               ----------  ----------  ----------  ---------- 

Total investment in securities $  3,890.1  $  4,328.2  $    463.3  $    (25.2)
                               ==========  ==========  ==========  ========== 

The  distribution of maturities of debt  securities  outstanding at December 31,
1996 is summarized as follows:

<CAPTION>
                                             DECEMBER 31, 1996
                                             -----------------
                                                         Fair
MATURITY                                      COST       VALUE
- --------                                      ----       -----
                                          (in millions of dollars)

<S>                                        <C>         <C>       
Due in one year or less .................  $    241.8  $    243.3
Due after one year through five years ...     1,004.6     1,037.6
Due after five years through ten years ..     1,029.6     1,062.2
Due after ten years .....................       768.1       809.3
Mortgage-related securities .............       759.2       761.2
                                           ----------  ----------
Total debt securities ...................  $  3,803.3  $  3,913.6
                                           ==========  ==========
</TABLE>


<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5.  INVESTMENTS IN SECURITIES (CONCLUDED)

The following table summarizes proceeds, gains and losses realized from the sale
of investment securities during the three year period ended December 31, 1996:
<TABLE>
<CAPTION>

                                 1996        1995        1994
                                 ----        ----        ----
                                   (in millions of dollars)

    DEBT SECURITIES:
<S>                            <C>         <C>         <C>     
     Sale Proceeds ............$2,101.8    $1,370.9    $1,036.4
     Gross Realized Gains .....    44.6        21.4        15.0
     Gross Realized Losses ....    18.7        15.5        18.9

    EQUITY SECURITIES:
     Sale Proceeds ............$  234.4    $  202.7    $  185.1
     Gross Realized Gains .....    84.4        87.4        80.5
     Gross Realized Losses ....    10.1         6.9        11.9

NOTE 6.  NONEARNING ASSETS

Nonearning assets consisted of:
<CAPTION>
                                                       DECEMBER 31,
                                                       ------------
                                                     1996        1995
                                                 (in millions of dollars)
                                                 ------------------------
<S>                                               <C>         <C>       
    Property and equipment at cost .............  $    276.1  $    258.7
    Accumulated depreciation ...................      (115.3)     (123.6)
                                                  ----------- ---------- 
    Net property and equipment .................  $    160.8  $    135.1
    Nonperforming assets (net of valuation
     reserves) .................................       764.6       694.6
    Insurance premiums receivable ..............       151.0       180.1
    Residential servicing advances and excess
     servicing fees ............................       367.1       151.2
    Deferred policy acquisition cost ...........       237.7       228.8
    Intangibles, net of accumulated amortization       168.7       166.8
    Other assets ...............................       639.0       628.2
                                                  ----------  ----------
    Total ......................................  $  2,488.9  $  2,184.8
                                                  ==========  ==========

</TABLE>



<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7.  LINES OF CREDIT WITH BANKS

The Company  maintains four syndicated bank credit  facilities in the U.S. and
Europe.

As of December 31, 1996,  syndicated bank credit facilities in the U.S. included
a five year, $10.0 billion revolving credit facility, which expires in May 2001,
and  a  $12.2  billion  364-day  asset-backed  commercial  paper  liquidity  and
receivables   credit   facility   for  New  Center   Asset   Trust   (NCAT),   a
non-consolidated   limited   purpose   business   trust   established  to  issue
asset-backed commercial paper.

In Europe, the syndicated facilities are used as needed to fund GMAC's financing
operations in line with the Company's  historical  reliance on bank debt outside
the U.S.  and Canada.  In this regard,  these  five-year  syndicated  facilities
expire in May 2001 and are comprised of a $500 million revolving credit facility
to GMAC International  Finance, B.V. in the Netherlands and a 400 million United
Kingdom Pound Sterling  revolving  credit facility to General Motors  Acceptance
Corporation (U.K.) plc.

With respect to the $10.0 billion U.S.  revolving credit  facility,  the Company
has agreed to a covenant such that, so long as the commitments  remain in effect
or any  amount  is owing to any  lender  under  such  commitments,  the ratio of
consolidated  debt to total  stockholder's  equity at the last day of any fiscal
quarter  shall not exceed  11.0:1.  At December  31,  1996 and 1995,  this ratio
amounted to 9.5:1 and 9.1:1, respectively.

Inclusive of these syndicated agreements, credit facilities maintained worldwide
totaled  $40.7  billion at  December  31,  1996,  compared  to $40.0  billion at
December 31, 1995.  Facilities  available for use as commercial paper back-up in
the United States  amounted to $22.2 billion at December 31, 1996 and 1995,  all
of which were unused.  GMAC Mortgage  Corporation had $1.4 billion of bank lines
of credit at December 31, 1996, compared with $1.3 billion at December 31, 1995,
which are  utilized  in the normal  course of  business.  Of these  lines,  $0.3
billion were unused at December 31, 1996 and 1995.

Credit facilities  supporting  operations in Canada,  Europe,  Latin America and
Asia-Pacific  totaled  $17.1  billion at December 31, 1996 and $16.5  billion at
December 31, 1995 of which $8.1 billion and $8.0 billion were unused at December
31, 1996 and 1995,  respectively.  As of December 31, 1996,  the  committed  and
uncommitted  portion of such credit  facilities  totaled  $5.0 billion and $12.1
billion,  respectively.  As of December 31, 1995, the committed and  uncommitted
portion of such  credit  facilities  totaled  $5.0  billion  and $11.5  billion,
respectively.



<PAGE>
<TABLE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8.  NOTES, LOANS AND DEBENTURES PAYABLE WITHIN ONE YEAR

<CAPTION>
                                                   DECEMBER 31,
                                                   ------------
                                                 1996        1995
                                                 ----        ----
                                             (in millions of dollars)

Short-term notes
<S>                                           <C>         <C>       
 Commercial paper ..........................  $ 22,650.8  $ 21,926.0
 Master notes ..............................       289.3       253.5
 Demand notes ..............................     3,396.4     3,037.4
 Other .....................................       894.9     1,433.9
                                              ----------  ----------
Total principal amount .....................    27,231.4    26,650.8
Unamortized discount .......................      (189.4)     (343.8)
                                              ----------  ---------- 
Total ......................................    27,042.0    26,307.0
                                              ----------  ----------

Bank loans and overdrafts
 United States .............................     1,068.0     1,014.0
 Other Countries ...........................     7,756.4     7,031.7
                                              ----------  ----------
Total ......................................     8,824.4     8,045.7
                                              ----------  ----------

Other notes, loans and debentures
 payable within one year
  United States ............................     9,180.7     8,697.0
  Other countries ..........................       762.8       822.1
                                              ----------  ----------
Total ......................................     9,943.5     9,519.1
                                              ----------  ----------

Total payable within one year ..............  $ 45,809.9  $ 43,871.8
                                              ==========  ==========
</TABLE>

The  weighted  average  interest  rates  on  short-term  borrowings  outstanding
(original term of one year or less) at December 31, 1996 and 1995 were 5.65% and
6.04%, respectively.

After consideration of foreign currency swaps, the above maturities  denominated
in currencies  other than the U.S. Dollar  primarily  consist of the German Mark
($3,239.5  million),  Canadian Dollar ($2,892.2  million),  United Kingdom Pound
Sterling ($1,765.1 million) and Australian Dollar ($996.7 million).  The Company
and its subsidiaries have entered into foreign currency swap agreements to hedge
exposures  related to notes and loans payable in currencies other than the local
currency of the debt issuing entity.


<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8.  NOTES, LOANS AND DEBENTURES PAYABLE WITHIN ONE YEAR (CONCLUDED)

To achieve its desired balance between fixed and variable rate debt, the Company
has entered into  interest rate swap,  interest  rate cap, and forward  starting
interest  rate swap  agreements.  The  breakdown  between the fixed and variable
interest rate amounts based on contractual terms  (predominately based on London
Interbank   Offering   Rate(LIBOR))  and  after  the  effect  of  interest  rate
derivatives is as follows:
<TABLE>
<CAPTION>

                                                  DECEMBER 31,
                                                  ------------
                                               1996         1995
                                               ----         ----
                                            (in millions of dollars)
DEBT BALANCES BASED ON CONTRACTUAL TERMS:
<S>                                          <C>          <C>      
Fixed amount .............................   $39,472.1    $37,337.3
Variable amount ..........................     6,538.8      6,878.3

DEBT BALANCES AFTER EFFECT OF DERIVATIVES:
Fixed amount .............................   $39,756.2    $37,711.0
Variable amount ..........................     6,254.7      6,504.6

</TABLE>


<PAGE>
<TABLE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9.  NOTES, LOANS AND DEBENTURES PAYABLE AFTER ONE YEAR

<CAPTION>
                              Weighted average
                              interest rates at       DECEMBER 31,
MATURITY                      DECEMBER 31, 1996      1996       1995 
- --------                      -----------------      ----       ---- 
<S>     <C>                      <C>                <C>         <C>    
Notes, Loans And Debentures                       (in millions of dollars) 
United States currency
 1997 ......................       --            $    --     $  8,522.5
 1998 ......................      6.3%              7,922.2     4,975.3
 1999 ......................      6.9%              5,599.7     3,680.0
 2000 ......................      7.4%              3,478.7     2,453.2
 2001 ......................      7.0%              3,083.8     1,323.9
 2002 ......................      6.6%              2,110.2     1,746.1
 2003 - 2007 ...............      7.1%              3,602.5     2,031.5
 2008 - 2012 ...............     10.2%              1,213.5     1,203.4
 2013 - 2017 ...............     10.3%                373.8       673.8
 2018 - 2049 ...............      5.2%                 75.0        75.0
                                                 ----------  ----------
Total United States currency                       27,459.4    26,684.7

Other currencies
 1998 - 2006 ...............      6.6%              6,157.9     5,130.0
                                                 ----------  ----------

Total notes, loans and
 debentures ................                       33,617.3    31,814.7
Unamortized discount .......                         (738.4)     (764.1)
                                                 ----------  ---------- 
Total notes, loans and
 debentures payable after
 one year ..................                     $ 32,878.9  $ 31,050.6
                                                 ==========  ==========
</TABLE>

The aggregate  principal  amounts of notes,  loans and debentures  with terms of
more than one year from dates of issue, maturing in the years following December
31, 1997, are as follows:  1998 - $10,172.6  million;  1999 - $7,708.1  million;
2000 - $4,256.9  million;  2001 - $3,901.6  million;  and 2002 and  thereafter -
$7,578.1 million.

After  consideration  of foreign  currency swaps, the above maturities which are
denominated in currencies other than the U.S. Dollar,  primarily  consist of the
Canadian  Dollar  ($2,090.0  million),  German Mark ($1,492.4  million),  United
Kingdom  Pound  Sterling  ($1,062.1  million) and  Australian  Dollar  ($1,025.0
million).  The Company and its  subsidiaries  have entered into foreign currency
swap  agreements  to hedge  exposures  related  to notes  and loans  payable  in
currencies other than the local currency of the debt issuing entity.

The Company has issued  warrants to  subscribe  for up to $75 million  aggregate
principal  amount  of  7.00%  notes  due  August  15,  2001.  The  warrants  are
exercisable up to and including August 15, 2000.



<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9.  NOTES, LOANS AND DEBENTURES PAYABLE AFTER ONE YEAR (CONCLUDED)

The Company has issued  warrants to subscribe  for up to $300 million  aggregate
principal  amount  of 6.50%  Notes  due  October  15,  2009.  The  warrants  are
exercisable up to and including October 15, 2007.

Debt issues totaling $1,752.2 million are redeemable,  at par or slightly above,
at the Company's option.  The debt issues are redeemable  anytime until prior to
their maturity dates with the latest maturity date in November 2049.

The  Company's  debt  includes  $1,300.0  million in notes with fixed  rates and
$2,070.0  million in notes with variable rates which provide  investors with the
option to cause GMAC to repurchase them at specific dates through November 2049.
Generally,  the  probability of exercising an option would increase in the event
of a reduction in one or more of the  Company's  security  ratings or, where the
notes are subject to fixed interest rates, an increase in market interest rates.
For  purposes of the above  maturities,  it is assumed that no  repurchase  will
occur.

To achieve its desired balance between fixed and variable rate debt, the Company
has entered into  interest rate swap,  interest  rate cap, and forward  starting
interest  rate swap  agreements.  The  breakdown  between the fixed and variable
interest rate amounts based on contractual terms  (predominately based on LIBOR)
and after the effect of interest rate instruments is as follows:

<TABLE>
<CAPTION>
                                                   DECEMBER 31,
                                                   ------------
                                               1996           1995
                                               ----           ----
                                              (in millions of dollars)

DEBT BALANCES BASED ON CONTRACTUAL TERMS:
<S>                                          <C>            <C>      
Fixed amount .............................   $27,146.0      $26,919.0
Variable amount ..........................     6,471.3        4,895.7

DEBT BALANCES AFTER EFFECT OF DERIVATIVES:
Fixed amount .............................    27,097.6       27,003.9
Variable amount ..........................   $ 6,519.7      $ 4,810.8

</TABLE>


<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10.  UNITED STATES, FOREIGN AND OTHER INCOME TAXES

The Company and its domestic  subsidiaries join with General Motors  Corporation
in filing a consolidated United States federal income tax return. The portion of
the consolidated  tax recorded by the Company and its  subsidiaries  included in
the  consolidated tax return generally is equivalent to the liability that would
have been incurred on a separate return basis. Provisions are made for estimated
United  States  and  foreign  income  taxes,  less  available  tax  credits  and
deductions,  which may be incurred on remittance  of the Company's  share of its
subsidiaries'  undistributed earnings not deemed to be indefinitely  reinvested.
Taxes have not been provided on foreign subsidiaries'  earnings which are deemed
indefinitely reinvested of approximately $836.0 million at December 31, 1996 and
$719.1  million  at  December  31,  1995.  Quantification  of the  deferred  tax
liability,  if any,  associated  with  permanently  reinvested  earnings  is not
practicable.

Deferred  income taxes  reflect the impact of  "temporary  differences"  between
values recorded for assets and liabilities for financial  reporting purposes and
values utilized for measurement in accordance with tax laws.

The  tax  effects  of the  primary  temporary  differences  giving  rise  to the
Company's deferred tax assets and liabilities for 1996 and 1995 are as follows:
<TABLE>
<CAPTION>

                                                DECEMBER 31, 1996
                                                -----------------
                                                ASSET     LIABILITY
                                                -----     ---------
                                             (in millions of dollars)

<S>                                           <C>         <C>       
Lease transactions .........................  $     --    $  2,220.9
Provision for financing losses .............       316.8        --
Debt transactions ..........................        --         322.5
Unrealized gain on securities ..............        --         211.0
State and local taxes ......................        --         172.6
Insurance loss reserve discount ............        93.7        --
Unearned insurance premiums ................        92.9        --
Other postretirement benefits ..............       213.7        --
Other ......................................       281.7       287.6
                                              ----------  ----------
Total deferred income taxes ................  $    998.8  $  3,214.6
                                              ==========  ==========


</TABLE>

<PAGE>
<TABLE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10.  UNITED STATES, FOREIGN AND OTHER INCOME TAXES (CONTINUED)
<CAPTION>

                                                DECEMBER 31, 1995
                                                -----------------
                                                ASSET     LIABILITY
                                                -----     ---------
                                             (in millions of dollars)
<S>                                           <C>         <C>       
Lease transactions .........................  $     --    $  1,980.5
Provision for financing losses .............       299.2        --
Debt transactions ..........................        --         311.9
Unrealized gain on securities ..............        --         158.9
State and local taxes ......................        --         186.3
Insurance loss reserve discount ............        90.3        --
Unearned insurance premiums ................        88.1        --
Other postretirement benefits ..............       213.3        --
Alternative minimum tax ....................        54.7        --
Other ......................................       160.4       444.0
                                              ----------  ----------
Total deferred income taxes ................  $    906.0  $  3,081.6
                                              ==========  ==========

The significant components of income tax expense are as follows:

<CAPTION>
                                   FOR THE YEARS ENDED DECEMBER 31,
                                   --------------------------------
                                     1996        1995        1994
                                     ----        ----        ----
                                       (in millions of dollars)
Income taxes estimated to be currently payable/(refundable):
<S>                               <C>         <C>         <C>        
 United States federal .........  $    422.9  $    150.7  $   (129.5)
 Foreign .......................       224.9       103.3       147.3
 United States state and local .       103.2        27.1       (31.3)
                                  ----------  ----------  ---------- 
Total income taxes payable/
 (recoverable) currently .......       751.0       281.1       (13.5)
                                  ----------  ----------  ---------- 

Deferred income taxes:
 United States federal .........        51.4       248.8       352.9
 Foreign .......................        49.3       185.6       104.1
 United States state and local .       (14.5)       36.7        69.2
                                  ----------  ----------  ----------
Total deferred income taxes ....        86.2       471.1       526.2
                                  ----------  ----------  ----------

Income tax expense .............  $    837.2  $    752.2  $    512.7*
                                  ==========  ==========  ========== 

* Excludes cumulative effect of change in accounting principle.

</TABLE>

<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10.  UNITED STATES, FOREIGN AND OTHER INCOME TAXES (CONCLUDED)

Income tax provisions  recorded by the Company differ from the computed  amounts
developed by applying the  statutory  United States  federal  income tax rate to
income before income taxes. The following schedule reconciles the U.S. statutory
income tax rate to the actual income tax rate recorded by the Company:
<TABLE>
<CAPTION>

                                     FOR THE YEARS ENDED DECEMBER 31,
                                     --------------------------------
                                      1996        1995        1994
                                      ----        ----        ----
United States federal statutory
<S>                                   <C>         <C>         <C>  
 income tax rate..................    35.0%       35.0%       35.0%
Effect of (in percentage points)
 State and local income taxes ....     2.9         2.4         1.7
 Tax exempt interest and
  dividends received which are not
  fully taxable ..................    (1.5)       (1.7)       (2.5)
 Adjustment to U.S. taxes on
  foreign income .................     2.5         3.3         0.9
 Foreign income tax rate
   differential ..................     2.3         4.4         2.3
 Other ...........................    (0.9)       (1.2)       (1.8)
                                   ----------  ----------  --------
Effective tax rate ...............    40.3%       42.2%       35.6%*
                                   ==========  ==========  =========
- ----------
* Excludes cumulative effect of change in accounting principle.
</TABLE>

NOTE 11.  PENSION PROGRAM

The Company and certain of its subsidiaries participate in various pension plans
of General Motors Corporation and its domestic and foreign  subsidiaries,  which
cover  substantially  all of their  employees.  Benefits  under  the  plans  are
generally  related  to an  employee's  length  of  service,  salary,  and  where
applicable,   contributions.   GMACMG   and  NAVCO   Corp.,   two   wholly-owned
subsidiaries,  have separate retirement plans which provide for pension payments
to their eligible employees upon retirement.  Pension expense of the Company and
its subsidiaries  amounted to $28.9 million,  $27.9 million and $17.6 million in
1996, 1995 and 1994, respectively.



<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12.  OTHER POSTRETIREMENT BENEFITS

The   Company   and  certain  of  its   subsidiaries   participate   in  various
postretirement  medical,  dental,  vision  and life  insurance  plans of General
Motors  Corporation.  These  benefits  are funded as  incurred  from the general
assets of the Company.

The Company accrues  postretirement benefit costs over the active service period
of employees to the date of full eligibility for such benefits.  The Company has
provided for certain  amounts  associated with estimated  future  postretirement
benefits  other  than  pensions  and   characterized   such  amounts  as  "other
postretirement benefits."  Notwithstanding the recording of such amounts and the
use of these terms,  the Company does not admit or  otherwise  acknowledge  that
such amounts or existing postretirement benefit plans of the Company (other than
pensions) represent legally enforceable liabilities of the Company.

In November  1992,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial Accounting Standard (SFAS) No. 112, Employers' Accounting
for Postemployment  Benefits,  which established a new accounting  principle for
the cost of benefits  provided to former or inactive  employees after employment
but before  retirement.  The Statement was effective for fiscal years  beginning
after December 15, 1993. The Company adopted this standard  effective January 1,
1994;  the  after-tax  unfavorable  cumulative  effect of this  change  was $7.4
million. The ongoing effect in subsequent periods is not material.

The total non-pension postretirement benefits expense of the Company amounted to
$55.3  million,  $57.0  million  and  $70.7  million  in  1996,  1995  and  1994
respectively, and was comprised of the components set forth below:
<TABLE>
<CAPTION>

                                            DECEMBER 31,
                                            ------------
                                       1996    1995    1994
                                       ----    ----    ----
                                     (in millions of dollars)
Benefits attributed to
<S>                                   <C>     <C>     <C>   
 the current year ..............      $ 11.9  $ 12.7  $ 19.9
Interest accrued on benefits
 attributed to prior years .....        43.4    44.3    50.8
                                      ------  ------  ------

Total non-pension postretirement
 benefits expense ..............      $ 55.3  $ 57.0  $ 70.7
                                      ======  ======  ======

</TABLE>

<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13.  TRANSACTIONS WITH AFFILIATES

The Company is  wholly-owned  by GM and as such, may receive  support from GM if
necessary to maintain competitive leverage levels and its fixed charges coverage
ratio. No such payments were received during 1996, 1995 or 1994.

Under special rate programs  sponsored by GM, an interest rate  differential  is
provided as  reimbursement  for amounts advanced to dealers on behalf of GM. The
earned portion of such amounts constituted  $1,069.4 million of gross revenue in
1996, compared with $902.5 million in 1995 and $846.1 million in 1994.

Agreements with GM provide for payment to the Company for residual value support
on certain retail leasing  transactions.  Amounts  included in the  Consolidated
Statement  of Income  for these  transactions  totaled  $441.9  million,  $121.0
million and $35.0 million in 1996, 1995 and 1994, respectively.

On  occasion,  the  Company may also extend  loans to GM, its  subsidiaries  and
affiliates.  Outstanding  loans to GM and affiliates  totaled $190.5 at December
31,  1996.  At December 31, 1995,  there were no such loans  outstanding.  Total
interest  income from these loans amounted to $22.2  million,  $73.4 million and
$92.6 million in 1996, 1995 and 1994, respectively.

The Company  purchases  certain  vehicles  which GM acquired  from its fleet and
rental customers.  The cost of these vehicles held for resale, which is included
in other earning assets, was $600.2 million at December 31, 1996,  compared with
$400.7 million at December 31, 1995.  Total service fee income  received from GM
on these vehicles amounted to $23.9 million,  $41.2 million and $24.7 million in
1996, 1995 and 1994, respectively.

The  amounts due GM and its  affiliated  companies  at the  balance  sheet dates
relate  principally to current  wholesale  financing of sales of GM products and
nonrecourse  transfers for  consideration of a portion of future lease revenues.
During the first quarter of 1996, the settlement  terms related to the wholesale
financing  of certain GM products  were  accelerated  to shipment  date.  To the
extent that  wholesale  settlements  with GM are made prior to the expiration of
transit,  interest  is  received  from GM.  Interest  payments  received on this
arrangement totaled $55.0 million.

The Company receives  technical and  administrative  advice and services from GM
and also occupies  office space  furnished by GM. Costs of such services,  which
are  included in other  operating  expenses,  amounted to $26.4  million,  $26.1
million and $13.1 million in 1996, 1995 and 1994, respectively.

The  Company  purchases  data  processing  and   communications   services  from
Electronic Data Systems Corporation, a subsidiary of GM until June 7, 1996.

Insurance  premiums  earned by MIC on certain  coverages  provided to GM totaled
$288.7  million,  $253.0  million  and $278.3  million  in 1996,  1995 and 1994,
respectively.


<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14.  MORTGAGE BANKING

GMAC Mortgage Group, Inc. and its subsidiaries  (collectively  GMACMG) perform a
wide array of mortgage banking  activities  including the origination,  purchase
and servicing of residential,  commercial and multifamily mortgage loans and the
issuance of private  mortgage-backed  securities.  In addition,  GMACMG actively
pursues the acquisition of mortgage servicing rights from other mortgage bankers
and financial  institutions.  Effective January 1, 1995, GMACMG adopted SFAS No.
122,  Accounting for Mortgage  Servicing Rights.  The impact of adoption was not
material  to  the  Company's  consolidated  financial  position  or  results  of
operations.  SFAS No. 125,  Accounting  for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities,  was issued in June 1996, superceding
SFAS No.  77,  Reporting  by  Transferors  for  Transfers  of  Receivables  with
Recourse,  and SFAS No. 122. SFAS No. 125 is effective for certain transfers and
servicing of financial assets and extinguishments of liabilities occurring after
December  31, 1996.  The  adoption of SFAS No. 125 on January 1, 1997,  will not
have a material  impact on the  Company's  consolidated  financial  position  or
results of operations.

The following summarizes GMACMG's origination and purchase of mortgage loans and
the principal  balances of  acquisitions  of mortgage  servicing  rights for the
years ended December 31, 1996 and 1995, respectively.
<TABLE>
<CAPTION>

                                                 1996        1995
                                                 ----        ----
                                             (in millions of dollars)
Loans originated/brokered:
<S>                                           <C>         <C>       
 Residential ...............................  $  5,347.5  $  3,451.2
 Commercial ................................     3,698.0     2,139.6

Loan purchases .............................    13,111.5     8,472.3

Bulk servicing acquisitions:
 Residential ...............................    22,900.8    11,801.9
 Commercial (1) ............................     7,330.0    10,084.3

(1) Includes $2,795.0 million of term loans serviced on behalf of GMAC beginning
in 1996.
</TABLE>

GMACMG sells a majority of its originated loans into various governmental agency
(FHLMC,  FNMA and GNMA)  mortgage-backed  securities  and whole loans to private
investors while  maintaining  the right to service such mortgage  loans.  GMACMG
generally  packages its purchased  mortgage  loans into private  mortgage-backed
securities for sale to investment bankers and private mortgage investors.

As part of its conduit mortgage banking activities,  GMACMG retains subordinated
and  stripped  mortgage-backed   securities  which  are  classified  as  trading
securities and held at estimated market value. On certain  transactions,  GMACMG
will retain full or limited  recourse for credit or other losses incurred by the
purchaser of the loans sold. GMACMG establishes  allowances for estimated future
losses related to the outstanding recourse obligations which management


<PAGE>



                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14.  MORTGAGE BANKING (CONTINUED)

considers adequate. In addition,  GMACMG provides appropriate loss allowances on
warehouse lines and other loans held as investments.

The right to service  loans is  contracted  under  primary  or master  servicing
agreements.   Under  primary  servicing  agreements,   GMACMG  collects  monthly
principal,  interest and escrow payments from individual mortgagors and performs
certain accounting and reporting  functions on behalf of the mortgage investors.
As master servicer,  GMACMG collects monthly payments from various sub-servicers
and  performs  certain  accounting  and  reporting  functions  on  behalf of the
mortgage investors.  As compensation for such servicing activities,  the Company
earns a servicing fee. With the exception of serviced mortgages owned by GMACMG,
the  servicing  portfolio  principal  amount is not  reflected in the  Company's
financial statements.

Following are selected  financial and  statistical  information  of GMACMG as of
December 31, 1996 and 1995:
<TABLE>
<CAPTION>

                                                 1996        1995
                                                 ----        ----
                                             (in millions of dollars)
Servicing portfolio
<S>                                           <C>         <C>       
 Residential ...............................  $ 55,607.5  $ 46,776.7
 Commercial ................................    24,853.1    15,013.0
 Master Servicing (1).......................    29,583.0    19,399.4
                                              ----------  ----------
Total ......................................  $110,043.6  $ 81,189.1
                                              ==========  ==========

Number of serviced loans ...................     819,511     619,076
                                              ==========  ==========

(1) Includes $2,708.5 million of term loans serviced on behalf of GMAC beginning
in 1996.

Financial Information
<CAPTION>
                                                FOR THE YEARS ENDED
                                                -------------------
                                                 1996        1995
                                                 ----        ----
                                             (in millions of dollars)
Mortgage servicing rights
<S>                                           <C>         <C>       
 and excess servicing fees* ................  $  1,017.4  $    585.2
                                              ----------  ----------

Loans sold with recourse ...................  $ 12,307.6  $ 14,142.6
                                              ----------  ----------

Maximum exposure on loans sold
 Full recourse .............................  $    350.0  $    390.4
 Limited recourse ..........................       601.2       553.8
                                              ----------  ----------
Total ......................................  $    951.2  $    944.2
                                              ==========  ==========

Allowance for losses on loans sold
 with recourse .............................  $     63.0  $     25.8
                                              ----------  ----------

* Amortized over the period of projected net servicing income.

</TABLE>

<PAGE>


                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14.  MORTGAGE BANKING (CONCLUDED)

The maximum recourse exposure shown above is net of amounts reinsured with third
parties which totaled $241.3 million and $327.7 million at December 31, 1996 and
1995, respectively.

NOTE 15.  FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company has developed the following  fair value  estimates by utilization of
available  market  information  or other  appropriate  valuation  methodologies.
However,  considerable  judgment  is  required  in  interpreting  market data to
develop estimates of fair value, so the estimates are not necessarily indicative
of the  amounts  that  could be  realized  or would be paid in a current  market
exchange.  The effect of using different market  assumptions  and/or  estimation
methodologies may be material to the estimated fair value amounts.

Fair value  information  presented  herein is based on information  available at
December 31, 1996 and 1995. Although management is not aware of any factors that
would significantly  affect the estimated fair value amounts,  such amounts have
not been updated since those dates and, therefore, the current estimates of fair
value at dates subsequent to December 31, 1996 and 1995 may differ significantly
from these amounts.  The estimated fair value of financial  instruments  held by
the  Company,  for which it is  practicable  to  estimate  that  value,  were as
follows:

Balance sheet financial instruments:
<TABLE>
<CAPTION>

                         DECEMBER 31, 1996       DECEMBER 31, 1995
                         -----------------       -----------------
                                   Estimated               Estimated
                         Book        Fair        Book        Fair
                         VALUE       VALUE       VALUE       VALUE
                         -----       -----       -----       -----
                                 (in millions of dollars)
Assets
Cash and cash
<S>                   <C>         <C>         <C>         <C>       
  equivalents ....... $    742.3  $    742.3  $  1,448.6  $  1,448.6
Investments in
  securities ........    4,556.8     4,556.8     4,328.2     4,328.2
Finance receivables,
 net ................   58,380.0    58,419.3    60,404.9    60,786.0
Notes receivable
 from GM ............      190.5       189.4      --          --
Real estate mortgages
  held for sale .....    2,785.0     2,818.4     1,486.8     1,502.6
  held for investment      611.2       596.6       706.8       693.3
  lending receivables    1,404.6     1,404.6       710.1       710.1
  excess servicing ..      322.9       341.1       114.9       115.0
Due and deferred from
  receivable sales,
  net ...............    1,214.5     1,295.2     1,371.4     1,452.6
Liabilities
Debt ................ $ 78,688.8  $ 81,248.2  $ 74,922.4  $ 78,461.9

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15.  FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

Off-balance sheet financial instruments:

<CAPTION>
                            DECEMBER 31, 1996       DECEMBER 31, 1995
                            -----------------       -----------------
                           Contract/               Contract/
                            Notional  Unrealized    Notional   Unrealized
                             AMOUNT   GAIN/(LOSS)    AMOUNT    GAIN/(LOSS)
                             ------   -----------    ------    -----------
                                     (in millions of dollars)
Commitments to
  originate/purchase
<S>                        <C>          <C>        <C>           <C>     
  mortgages/securities.....$  2,626.8   $   (2.1)  $  2,895.9    $   10.0
Commitments to sell
  mortgages/securities.....   1,531.3        0.4      2,153.7        (9.6)
Mortgage-related
  futures .................   1,453.0       (3.2)       201.0        --
Unused mortgage
  lending
  commitments .............   2,769.3        --       1,817.9         3.4
Unused revolving
  credit lines
  to dealers ..............     385.1        --         239.7        --
Interest rate
  instruments (1) .........  42,484.3        3.6     16,135.4        47.9
Foreign currency
  instruments (2) .........$  4,386.6   $ (242.5)  $  2,484.7    $    4.1

(1) The 1996 and 1995 notional  balances include $23,725.4 million and $10,950.8
million,  respectively, in financial instruments that are recorded at their fair
value on the balance sheet. The related net assets recorded on the balance sheet
for these  financial  instruments  totaled  $9.8  million  and $10.9  million at
December 31, 1996 and 1995, respectively.

(2) Includes  $2,348.1 million and $1,219.4  million in cross currency  interest
rate swaps with unrealized  gains/(losses) of $(122.3) million and $30.9 million
at December 31, 1996 and 1995,  respectively.  The  unrealized  loss in the fair
value of the foreign  currency  instruments  in 1996 was  largely  offset by the
unrealized gain in the fair value of the related underlying debt instruments.
</TABLE>

CASH AND CASH EQUIVALENTS
The book value  approximates  fair value because of the short  maturity of these
instruments.





<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15.  FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

INVESTMENTS IN SECURITIES
Bonds, equity securities,  notes,  certificates of deposit and other investments
are carried at fair value which is based on quoted market prices. The fair value
of mortgage-related trading securities is based on estimated market value.

FINANCE RECEIVABLES, NET
The  fair  value is  estimated  by  discounting  the  future  cash  flows  using
applicable  spreads to approximate  current rates applicable to each category of
finance  receivables.  The  carrying  value of wholesale  receivables  and other
receivables  whose interest rates adjust on a short-term  basis with  applicable
market indices  (generally the prime rate) are assumed to approximate fair value
either due to their short  maturities  or due to the  interest  rate  adjustment
feature.

NOTES RECEIVABLE FROM GM
The  fair  value is  estimated  by  discounting  the  future  cash  flows  using
applicable spreads to approximate current rates applicable to certain categories
of other earning assets.

REAL ESTATE MORTGAGES AND EXCESS SERVICING FEES
The fair  values of real estate  mortgages  held for sale  (including  warehouse
lines) and loans held for  investment  and lending  receivables  was  determined
through  a review  of  published  market  information  associated  with  similar
instruments.  The  fair  value  of  excess  servicing  fees  was  determined  by
discounting net future cash flows at a risk adjusted discount rate.

DUE AND DEFERRED FROM RECEIVABLE SALES, NET
The fair value of retained subordinated interests in trusts and excess servicing
assets (net of deferred  costs) was derived by  discounting  expected cash flows
using current market rates.

DEBT
The fair value of the debt payable within one year is determined by using quoted
market prices,  if available,  or calculating  the estimated  value of each bank
loan,  note or debenture  in the  portfolio  at the  applicable  rate in effect.
Commercial  paper,  master notes, and demand notes have an original term of less
than 270 days  and,  therefore,  the  carrying  amount of these  liabilities  is
considered fair value.  Debt payable beyond one year has an estimated fair value
based on quoted  market  prices for the same or  similar  issues or based on the
current rates offered to the Company for debt with similar remaining maturities.

COMMITMENTS TO ORIGINATE/PURCHASE MORTGAGES/SECURITIES
The fair value of commitments is estimated using quoted market prices associated
with commitments to sell similar mortgages in estimated future periods.



<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15.  FAIR VALUE OF FINANCIAL INSTRUMENTS (CONCLUDED)

COMMITMENTS TO SELL MORTGAGES/SECURITIES
The fair value of commitments is estimated using quoted market prices associated
with similar commitments.

MORTGAGE-RELATED FUTURES
The fair value of futures  contracts  is  determined  based upon  quoted  market
prices.

UNUSED MORTGAGE LENDING COMMITMENTS
The  fair  value   determination  of  unused  mortgage  lending  commitments  is
considered in the overall valuation of the underlying assets with which they are
associated.

UNUSED REVOLVING CREDIT LINES TO DEALERS
The unused  portion  of  revolving  lines of credit  extended  to  dealers  will
approximate market value since they reprice at prevailing market rates.

INTEREST RATE INSTRUMENTS
The fair value of the existing interest rate swaps and forward starting interest
rate swaps is estimated by  discounting  expected cash flows using quoted market
interest  rates.  The fair value of written and  purchased  options is estimated
using quoted market prices.

FOREIGN CURRENCY INSTRUMENTS
The estimated fair value of the foreign currency swaps is derived by discounting
expected cash flows using market  exchange  rates over the remaining term of the
agreement.

NOTE 16.  DERIVATIVE FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The   Company   is  a   party   to   derivative   financial   instruments   with
off-balance-sheet  risk which it uses in the normal course of business to reduce
its  exposure to  fluctuations  in  interest  and foreign  exchange  rates.  The
objectives  of the  derivative  financial  instruments  portfolio  are to manage
interest  rate and currency  risks by  offsetting  a companion  asset or funding
obligation;  adjusting fixed and floating rate funding levels;  and facilitation
of securitization  transactions.  The primary classes of derivatives used by the
Company are interest  rate and foreign  exchange  swaps and interest  rate caps.
Those instruments  involve,  to varying degrees,  elements of credit risk in the
event a  counterparty  should  default  and market risk as the  instruments  are
subject  to rate and price  fluctuations.  Credit  risk is managed  through  the
periodic  monitoring and approval of financially  sound  counterparties.  Market
risk is mitigated because the derivatives are generally used to hedge underlying
transactions.  The  financial  instrument  transactions  include  some  embedded
options and structured  interest rate swaps that are either  marked-to-market or
specifically  matched,   respectively.   Cash  receipts  or  payments  on  these
agreements normally occur at periodic contractually defined intervals.


<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16.  DERIVATIVE FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)

INTEREST RATE INSTRUMENTS
The Company's financing and cash management activities subject it to market risk
from  exposure to changes in interest  rates.  To manage  these  exposures,  the
Company  has  entered  into  various  financial  instrument  transactions.   The
Company's objective for entering into these transactions is to minimize interest
expense while  maintaining the desired level of exposure to the risk of interest
rate  fluctuations.  Interest rate swaps are contractual  agreements between the
Company and another  party to exchange  the net  difference  between a fixed and
floating interest rate, or different floating interest rates,  periodically over
the life of the  contract  without  the  exchange  of the  underlying  principal
amount. The Company also uses written and purchased options (including  interest
rate caps).  Interest rate cap agreements  provide the holder protection against
interest rate  movements  above the  established  rate. In exchange for assuming
this risk, the writer receives a premium at the outset of the agreement.

The Company uses swaps to alter its fixed and floating  interest rate exposures.
As such, the majority of swaps are executed as an integral element of a specific
financing transaction.  In a limited number of cases, swaps, matched to specific
portfolios  of wholesale  assets or debt,  are executed on a portfolio  basis to
achieve specific interest rate management  objectives.  The differential paid or
received  on such swaps is  recorded as an  adjustment  to  interest  expense or
income over the term of the  underlying  debt  agreement  or matched  portfolio.
Purchased   options,   written   interest   rate  caps,   and  basis  swaps  are
marked-to-market  with related gains and losses  recognized in other income on a
current basis.

In the normal  course of managing its  interest  rate  liabilities,  the Company
occasionally enters into forward starting interest rate swaps in anticipation of
future debt issuance. At December 31, 1996, the Company had entered into forward
starting  interest  rate swaps with  notional  amounts  totaling $2.9 billion to
hedge  anticipated  1997 debt issuance.  At the time at which the Company issues
debt,  these swaps will be terminated and any realized profit or loss related to
such swaps will be amortized  over the life of the debt or the original  term of
the swap,  whichever  is shorter,  as either a reduction or increase of interest
expense.

Derivative  activities  resulted in interest expense  decreases of $7.3 million,
$1.4  million and $5.2 million for the years ended  December 31, 1996,  1995 and
1994,  respectively.  The effect of these transactions on the Company's weighted
average borrowing rates were basis point decreases of one, less than one and one
in 1996, 1995 and 1994, respectively.



<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16.  DERIVATIVE FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)

Summaries of the Company's interest rate swaps and written and purchased options
by maturity and weighted average interest rate (predominately based on LIBOR) at
December 31, 1996 and 1995, are as follows:
<TABLE>
<CAPTION>

                   INTEREST RATE SWAPS DECEMBER 31, 1996
                   -------------------------------------
       Year     Notional Amount       GMAC Receives      GMAC Pays
       DUE       (IN MILLIONS)          FLOATING           FIXED
       ---       -------------          --------           -----
<S>    <C>      <C>                        <C>              <C>  
       1997     $    242.7                 5.94%            7.91%
       1998          604.8                 5.95%            7.41%
       1999          922.4                 5.87%            7.02%
       2000          290.3                 5.87%            7.27%
       2001        1,006.3                 5.88%            6.77%
       2002-2006   1,600.0                 5.93%            6.72%
                -------------
     Subtotal   $  4,666.5
                -------------
                                        GMAC Pays        GMAC Receives
                                        FLOATING             FIXED
                                        --------             -----
       1997     $  1,448.9                 5.33%            7.20%
       1998        1,563.2                 5.66%            6.82%
       1999          924.9                 5.47%            7.12%
       2000          105.2                 6.05%            7.05%
       2001          231.9                 5.35%            7.78%
                -------------                                    
     Subtotal   $  4,274.1(1)
                -------------
                                        GMAC Pays        GMAC Receives
                                        FLOATING           FLOATING
                                        --------           --------
       1997     $  2,241.6                 7.28%            8.25%
       1998        3,536.2                 8.37%            8.24%
       1999          583.5                 7.83%            7.96%
       2001           79.0                 8.15%            8.25%
                -------------                                    
     Subtotal   $  6,440.3
                -------------
     Total      $ 15,380.9(2)
                =============
(1)  Includes  notional  amounts for swaps with  amortizing  balances.  The swap
balances amortize in relation to expected  prepayments on the principal balances
of the matched assets.

(2)  Excludes GMACMG derivatives that are discussed under Mortgage Contracts.

</TABLE>


<PAGE>
<TABLE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16.  DERIVATIVE FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)

<CAPTION>
                   INTEREST RATE SWAPS DECEMBER 31, 1995
                   -------------------------------------
       Year     Notional Amount       GMAC Receives      GMAC Pays
       DUE       (IN MILLIONS)          FLOATING           FIXED
       ---       -------------          --------           -----
<S>    <C>      <C>                        <C>              <C>  
       1996     $    158.4                 5.61%            4.61%
       1997          163.1                 7.05%            7.87%
       1998          137.8                 6.94%            7.98%
       1999          233.0                 5.37%            6.37%
       2000          104.3                 5.47%            6.02%
       2001          500.0                 5.49%            6.21%
       2002-2006     600.0                 5.62%            6.34%
                -------------
     Subtotal   $  1,896.6
                -------------
                                        GMAC Pays        GMAC Receives
                                        FLOATING             FIXED
                                        --------             -----
       1996     $  1,300.9                 5.54%            7.43%
       1997          806.0                 5.41%            7.37%
       1998          690.7                 5.39%            7.16%
       1999          353.9                 5.75%            8.45%
       2000            3.5                 5.57%            7.15%
                -------------                                   
     Subtotal   $  3,155.0(1)
                -------------
                                        GMAC Pays        GMAC Receives
                                        FLOATING           FLOATING
                                        --------           --------
       1999     $  2,632.0                 7.27%            8.17%
       2000        2,072.7                 8.40%            8.21%
                -------------                                   
     Subtotal   $  4,704.7
                -------------
     Total      $  9,756.3(2)
                =============
(1)  Includes  notional  amounts for swaps with  amortizing  balances.  The swap
balances amortize in relation to expected  prepayments on the principal balances
of the matched assets.

(2)  Excludes GMACMG derivatives that are discussed under Mortgage Contracts.

</TABLE>


<PAGE>
<TABLE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16.  DERIVATIVE FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)

                        WRITTEN AND PURCHASED OPTIONS
                        -----------------------------
                                                DECEMBER 31,
                                                ------------
<CAPTION>
    YEAR DUE                                1996          1995
    --------                             ----------    -------
                                             Notional Amounts
                                         (in millions of dollars)
Written Interest Rate Caps (1):
<S>   <C>                                <C>           <C>       
      1996                               $    --       $    809.8
      1997                                    398.3         382.5
      1998                                     70.2          66.8
                                         ----------    ----------
                                              468.5       1,259.1
                                         ----------    ----------
Purchased Interest Rate Caps:
      1997                                  3,000.0        --
      1998                                    600.0        --
                                         ----------    ----------
                                            3,600.0        --
Purchased Options:
      1997                                  6,000.0        --
                                         ----------    ----------
Total Options                            $ 10,068.5    $  1,259.1
                                         ==========    ==========

(1) Includes notional amounts for options with amortizing balances. The notional
balances amortize in relation to expected  prepayments on the principal balances
of the matched assets.
</TABLE>

FOREIGN CURRENCY INSTRUMENTS
The Company's  financing  activities  subject it to market risk from exposure to
changes in foreign  exchange  rates.  Currency  swaps are used to hedge  foreign
exchange exposure on foreign currency denominated debt by converting the funding
currency to the currency of the assets being  financed.  Foreign  exchange swaps
are  legal  agreements  between  two  parties  to  purchase  and sell a  foreign
currency,  for a  price  specified  at the  contract  date,  with  delivery  and
settlement in the future.

The  notional  maturities  of currency  swaps as of December 31, 1996 and 1995
are as follows:
<TABLE>
<CAPTION>

                              CURRENCY SWAPS
                              --------------
                                         DECEMBER 31,
                                         ------------
                                       1996        1995
                                       ----        ----
                                   (in millions of dollars)
               Year Due:
<S>              <C>               <C>          <C>       
                 1996              $     --     $    796.1
                 1997                  1,327.1       732.4
                 1998                    797.0       337.8
                 1999                  1,205.8       529.8
                 2000                     94.0         2.0
                 2001                    538.4        86.6
                 2002                    367.2      --
                                    ----------  ----------
                Total               $  4,329.5  $  2,484.7
                                    ==========  ==========
</TABLE>


<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16.  DERIVATIVE FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)

Reconciliations of the Company and its subsidiaries'  interest rate and currency
swaps activities for the years ended December 31, 1996 and 1995, are as follows:

<TABLE>
<CAPTION>
                          INTEREST RATE SWAPS      CURRENCY SWAPS
                          -------------------      --------------
                              DECEMBER 31,          DECEMBER 31,
                              ------------          ------------
                            1996       1995       1996       1995
                            ----       ----       ----       ----
                                   (in millions of dollars)

<S>                       <C>        <C>        <C>        <C>      
Beginning notional amount $ 9,756.3  $ 6,620.0  $ 2,484.7  $ 1,757.1
  Add:
   New contracts            9,063.3    5,636.0    3,940.2    2,624.2
  Less:
   Terminated contracts     1,700.0    1,000.0       --         --
   Expired contracts        1,738.7    1,499.7    2,095.4    1,896.6
                          ---------  ---------  ---------  ---------
Ending notional amount    $15,380.9  $ 9,756.3  $ 4,329.5  $ 2,484.7
                          =========  =========  =========  =========

The  following  table  summarizes  the  notional  amounts of the Company and its
subsidiaries' currency and interest rate swaps by major currency:

<CAPTION>
                                              DECEMBER 31,
                                              ------------
                                            1996        1995
                                            ----        ----
                                        (in millions of dollars)
Currency Swaps (by currency paid):
<S>                                      <C>         <C>       
  Australian dollars                     $    873.6  $    810.9
  Canadian dollars                            788.9       728.0
  United Kingdom pounds sterling            1,228.5       559.0
  United States dollars                       492.8        97.8
  Other                                       945.7       289.0
                                         ----------  ----------
Total currency swaps                     $  4,329.5  $  2,484.7
                                         ----------  ----------

Interest Rate Swaps:
  United States                          $ 13,766.9  $  9,230.1
  Australia                                 1,047.6       191.5
  Canada                                      357.5       212.7
  Other                                       208.9       122.0
                                         ----------  ----------
Total interest rate swaps                $ 15,380.9  $  9,756.3
                                         ----------  ----------

Total currency and interest rate swaps   $ 19,710.4  $ 12,241.0
                                         ==========  ==========

</TABLE>


<PAGE>


                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16.  DERIVATIVE FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)

MORTGAGE CONTRACTS
GMACMG uses various off-balance sheet financial instruments in the normal course
of business to manage  inherent risk. The derivative  financial  instruments are
held for  purposes  other than trading and consist  primarily  of interest  rate
floors and caps, written and purchased option contracts,  futures contracts, and
individually tailored swap products.

GMACMG uses derivative financial instruments to hedge price risk associated with
its mortgage  loans held for sale.  At December 31, 1996 and 1995,  the notional
amount  of  such  instruments  totaled  $2,433.3  million  and  $100.0  million,
respectively.  Realized and unrealized  gains and losses  associated  with these
instruments  are  considered  in the  lower of cost or market  valuation  of the
mortgage loans. At December 31, 1996, GMACMG had options  contracts  outstanding
on U.S. Treasury instruments and mortgage-related securities.

GMACMG uses  derivative  financial  instruments to hedge price and interest rate
risk associated with its mortgage-related  securities.  At December 31, 1996 and
1995, the notional amount of such instruments totaled $4,785.5 million and $66.0
million, respectively.  Realized and unrealized gains and losses associated with
these  instruments  are  recognized  in the current  period on a  mark-to-market
basis.  At  December  31,  1996,   GMACMG  had  options  and  futures  contracts
outstanding on U.S. Treasury  instruments and eurodollars,  and had entered into
interest rate swap agreements.

GMACMG  enters  into  interest  rate swap  contracts  in an effort to  stabilize
short-term  borrowing  costs and maintain a minimum return on certain loans held
for  investment.  At December 31, 1996 and 1995,  the  notional  amount of these
instruments  totaled  $326.6  million  and  $133.0  million,  respectively.  The
contracts involve the delivery of fixed payments to a counterparty in return for
variable  payments based upon a published index. The contracts' values fluctuate
inversely  to the values of the  related  loan  portfolio.  The  contracts  have
maturities ranging from two to seven years.  Amounts paid or received under such
contracts are recorded as an adjustment to interest expense.

GMACMG  uses  interest  rate caps and  floors,  futures,  and options on futures
contracts to manage  potential  prepayment  activity  associated  with  mortgage
servicing  rights.  At December 31, 1996 and 1995,  the notional  amount of such
instruments  totaled $10,960.0 million and $5,022.0 million,  respectively.  The
maturities of these instruments range between four months and five years.  These
instruments are carried at fair value, with adjustments recorded to the basis of
mortgage servicing rights.

GMACMG enters into various  commitments to purchase or originate  mortgage loans
in the normal course of business.  Commitments to purchase or originate mortgage
loans  totaled  $2,626.8  million and $2,895.9  million at December 31, 1996 and
1995,  respectively.  These commitment obligations are considered in conjunction
with the lower of cost or market valuation of mortgage inventory held for sale.


<PAGE>


                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16.  DERIVATIVE FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)

Warehouse  lending involves the extension of short-term  secured lines of credit
to mortgage originators to finance mortgage loans until such loans are purchased
by a permanent investor. Advances under the lines of credit are fully secured by
the  underlying  mortgages  and  bear  interest  at a rate  which  is  tied to a
short-term  index.  At December  31,  1996 and 1995,  unused  warehouse  lending
commitments totaled $1,793.7 million and $1,234.3 million, respectively.  GMACMG
enters  into  foreign  exchange   contracts  to  hedge  foreign  exchange  risks
associated with overseas lending.  At December 31, 1996, the notional amounts of
such instrument  totaled $57.1 million.  There were no contracts  outstanding at
December  31, 1995.  Construction  lending  involves the  extension of long-term
secured lines of credit to construction  project managers.  At December 31, 1996
and 1995, unused  construction  lending  commitments  totaled $427.0 million and
$239.9  million,   respectively.   In  addition,  GMACMG  also  has  outstanding
commitments  to lend on available  credit lines,  primarily home equity lines of
credit. At December 31, 1996 and 1995, unused lending commitments on these lines
totaled $548.5 million and $343.7 million, respectively.

GMACMG sells a majority of its originated loans into various governmental agency
(FHLMC,  FNMA and GNMA)  mortgage-backed  securities  and whole loans to private
investors.  GMACMG generally  packages its purchased mortgage loans into private
mortgage-backed  securities for sale to investment  bankers and private mortgage
investors.  Commitments to sell mortgage loans totaled $417.7 million and $435.9
million  at  December  31,  1996 and  1995,  respectively.  Commitments  to sell
securities  totaled  $1,113.6  million and $1,717.8 million at December 31, 1996
and 1995, respectively.

CREDIT RISK
These  aforementioned  instruments  contain  an element of risk in the event the
counterparties  are  unable to meet the terms of the  agreements.  However,  the
Company  minimizes  the risk  exposure by limiting the  counterparties  to those
major banks and financial  institutions who meet established  credit guidelines.
Management also reduces its credit risk for unused lines of credit it extends by
applying the same credit policies in making commitments as it does for extending
loans. Management does not expect any counterparty to default on its obligations
and, therefore,  does not expect to incur any cost due to counterparty  default.
The  Company  does  not  require  or  place   collateral  for  these   financial
instruments, except for the lines of credit it extends.

CONCENTRATIONS OF CREDIT RISK
The Company's  primary business is to provide vehicle  financing for GM products
and GM dealers.  Wholesale  and dealer loan  financing  relates  primarily to GM
dealers, with collateral primarily GM vehicles (for wholesale) and GM dealership
property (for loans).  In wholesale  financing,  GMAC is also  provided  further
protection by GM factory  repurchase  programs.  Retail  contracts and operating
lease assets relate  primarily to the secured sale and lease,  respectively,  of
vehicles (primarily GM).



<PAGE>


                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16.  DERIVATIVE FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONCLUDED)

In terms of geographic  concentrations  as of December 31, 1996, 75.2% of GMAC's
consolidated  financing  assets were U.S. based;  14.1% were in Europe (of which
47.6%  reside in  Germany);  6.7% were in Canada;  2.9% were in Asia Pacific (of
which Australia  represents 84.6%);  and 1.1% were in Latin America.  Reflecting
general U.S.  population  patterns and GM sales activities,  GMAC's five largest
U.S. state  concentrations,  which in aggregate  total 38.3% of U.S.  automotive
financing assets,  were as follows:  9.2% in Texas; 8.7% in California;  8.2% in
Michigan; 7.3% in Florida; and 4.9% in Illinois.

NOTE 17.  SEGMENT INFORMATION

INDUSTRY SEGMENTS
The  business of the Company and its  subsidiaries  is  comprised  primarily  of
financing and insurance operations.

Gross revenue, income before income taxes and assets applicable to financing and
insurance operations are as follows:
<TABLE>
<CAPTION>

                                     1996        1995        1994
                                     ----        ----        ----
                                       (in millions of dollars)
Gross revenue
<S>                               <C>         <C>         <C>       
 Financing operations ..........  $ 14,359.3  $ 13,359.6  $ 10,638.5
 Insurance operations ..........     1,616.8     1,604.0     1,536.2
 Eliminations (a) ..............        (2.4)     (100.4)      (29.7)
                                  ----------  ----------  ---------- 
Total ..........................  $ 15,973.7  $ 14,863.2  $ 12,145.0
                                  ==========  ==========  ==========

Income before income taxes and
 cumulative effect of accounting
 changes
 Financing operations ..........  $  1,837.0  $  1,574.8  $  1,298.6
 Insurance operations ..........       240.7       208.4       141.2
                                  ----------  ----------  ----------
Total ..........................  $  2,077.7  $  1,783.2  $  1,439.8
                                  ==========  ==========  ==========

Assets at end of the year
 Financing operations ..........  $ 93,620.7  $ 90,827.2  $ 82,188.3
 Insurance operations ..........     5,020.3     4,871.4     4,390.7
 Eliminations (b) ..............       (63.0)      (51.1)      (61.7)
                                  ----------  ----------  ---------- 
Total ..........................  $ 98,578.0  $ 95,647.5  $ 86,517.3
                                  ==========  ==========  ==========

(a) Primarily intersegment insurance premiums earned.
(b) Intersegment insurance receivables.

</TABLE>


<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 17.  SEGMENT INFORMATION (CONCLUDED)

GEOGRAPHIC SEGMENTS
Although the majority of its business is done in the United States,  the Company
also operates  directly or through  subsidiaries in many other countries  around
the world.

Gross revenue, income before income taxes and assets applicable to the Company's
geographic areas of operations are as follows:

<TABLE>
<CAPTION>
                                     1996        1995        1994
                                     ----        ----        ----
                                        (in millions of dollars)
Gross revenue
<S>                               <C>         <C>         <C>       
 United States .................  $ 12,043.3  $ 11,130.2  $  9,069.6
 Canada ........................     1,107.2     1,027.2       835.3
 Europe ........................     2,310.1     2,318.0     1,973.1
 Other countries ...............       513.3       402.1       278.6
 Eliminations (a) ..............        (0.2)      (14.3)      (11.6)
                                  ----------  ----------  ---------- 
Total ..........................  $ 15,973.7  $ 14,863.2  $ 12,145.0
                                  ==========  ==========  ==========

Income before income taxes and
 cumulative effect of accounting
 changes
 United States .................  $  1,503.6  $  1,234.3  $    878.2
 Canada ........................       148.5        64.0        45.1
 Europe ........................       358.6       430.5       480.2
 Other countries ...............        67.0        54.4        36.3
                                  ----------  ----------  ----------
Total ..........................  $  2,077.7  $  1,783.2  $  1,439.8
                                  ==========  ==========  ==========

Assets at end of the year
 United States .................  $ 76,033.8  $ 74,550.6  $ 67,924.7
 Canada ........................     6,187.6     5,573.9     5,066.0
 Europe ........................    12,638.2    12,424.7    11,118.8
 Other countries ...............     3,718.4     3,432.8     2,742.3
 Eliminations (b) ..............       --         (334.5)     (334.5)
                                  ----------  ----------  ---------- 
Total ..........................  $ 98,578.0  $ 95,647.5  $ 86,517.3
                                  ==========  ==========  ==========

(a) Intersegment interest income.
(b) Intersegment finance receivables.

</TABLE>



<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18.  COMMITMENTS AND CONTINGENT LIABILITIES

Minimum future commitments under operating leases having noncallable lease terms
in excess of one year, primarily for real property,  aggregating $193.2 million,
are payable $55.9 million in 1997, $44.5 million in 1998, $34.8 million in 1999,
$23.1  million in 2000,  $12.7  million in 2001,  and $22.2  million in 2002 and
thereafter.  Certain of the leases  contain  escalation  clauses  and renewal or
purchase  options.  Rental expenses under operating  leases were $109.9 million,
$70.8 million and $57.6 million in 1996, 1995 and 1994, respectively.

The Company and MIC have entered into an agreement  under which  Electronic Data
Systems  Corporation  (EDS), a former  subsidiary of GM, will continue to be the
principal  provider of information  technology  services  through 1999.  GMACMG,
excluding RFC, has entered into a similar  agreement through 2000. An additional
agreement has been signed for EDS to provide support for the Company's  European
information technology related activities through 2001.

There are  various  claims and  pending  actions  against  the  Company  and its
subsidiaries with respect to commercial and consumer financing  matters,  taxes,
insurance and other matters arising out of the conduct of the business.  Certain
of these  actions are or purport to be class  actions,  seeking  damages in very
large amounts.  The amounts of liability on these claims and actions at December
31, 1996 were not determinable  but, in the opinion of management,  the ultimate
liability  resulting  therefrom should not have a material adverse effect on the
Company's consolidated financial position or results of operations.



                                   ----------



<PAGE>

<TABLE>

SUPPLEMENTARY FINANCIAL DATA

SUMMARY OF CONSOLIDATED QUARTERLY EARNINGS

<CAPTION>

                                              1996 QUARTERS
                                              -------------
                                FIRST       SECOND      THIRD      FOURTH
                                -----       ------      -----      ------
                                         (in millions of dollars)
<S>                           <C>         <C>         <C>         <C>       
Total financing revenue ....  $  3,179.2  $  3,124.3  $  3,163.8  $  3,176.5
Interest and discount
 expense ...................     1,239.7     1,224.6     1,220.3     1,252.9
Net financing revenue and
 other income ..............     1,533.4     1,605.5     1,616.8     1,653.5
Provision for financing
 losses ....................       155.2       134.6       143.5       235.7
Net income .................  $    309.1  $    350.0  $    307.3  $    274.1
- ------------------------------------------------------------------------------


<CAPTION>
                                              1995 QUARTERS
                                              -------------
                                FIRST       SECOND      THIRD      FOURTH
                                -----       ------      -----      ------
                                         (in millions of dollars)
<S>                           <C>         <C>         <C>         <C>       
Total financing revenue ....  $  2,717.4  $  2,917.6  $  2,959.6  $  3,069.4
Interest and discount
 expense ...................     1,219.8     1,275.3     1,222.9     1,218.3
Net financing revenue and
 other income ..............     1,278.2     1,426.9     1,361.3     1,555.7
Provision for financing
 losses ....................        55.0       133.3       118.9       141.6
Net income .................  $    254.9  $    259.2  $    253.7  $    263.2
- ------------------------------------------------------------------------------

<CAPTION>

                                              1994 QUARTERS
                                              -------------
                                FIRST       SECOND      THIRD      FOURTH
                                -----       ------      -----      ------
                                         (in millions of dollars)
<S>                           <C>         <C>         <C>         <C>       
Total financing revenue ....  $  2,163.0  $  2,304.7  $  2,351.5  $  2,599.6
Interest and discount
 expense ...................     1,010.0     1,045.3     1,041.6     1,134.0
Net financing revenue and
 other income ..............     1,155.2     1,158.2     1,157.3     1,209.6
Provision for financing
 losses ....................        64.1        54.8        (8.5)       66.9
Income before cumulative
 effect of accounting
 change ....................       224.9       216.1       244.6       241.5
Cumulative effect of accounting
 change ....................        (7.4)*      --          --          --
Net Income .................  $    217.5  $    216.1  $    244.6  $    241.5
- ------------------------------------------------------------------------------
* Effective  January 1, 1994,  the Company  adopted  SFAS No. 112 - Employer's
Accounting for Postemployment Benefits.


</TABLE>


<PAGE>


                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
          REPORTS ON FORM 8-K.

 (a) (1)  FINANCIAL STATEMENTS.

          Included in Part II, Item 8 of Form 10-K.

 (a) (2)  FINANCIAL STATEMENT SCHEDULES.

          All  schedules  have been  omitted  because they are  inapplicable  or
          because  the  information   called  for  is  shown  in  the  financial
          statements or notes thereto.

 (a) (3)  EXHIBITS (Included in Part IV of this report).        PAGE
          12   -- Statement of Ratio of Earnings to Fixed        69
                  Charges for the years 1996, 1995, 1994, 
                  1993 and 1992.

          23.1 -- Consent of Independent Auditors.               70

          27   -- Financial Data Schedule (for SEC electronic    --
                  filing information only).

 (b)      REPORTS ON FORM 8-K.

 No current reports on Form 8-K have been filed by the Company during the fourth
 quarter of 1996.


ITEMS 4, 9, 10, 11, 12 and 13 are inapplicable and have been omitted.










<PAGE>


                                  SIGNATURES

Pursuant to the  requirements  of Section 13 of the  Securities  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                      -------------------------------------
                                  (Registrant)
                          By
                      
                          S/ J. M. LOSH
                          ---------------------------------------
DATE: MARCH 14, 1997      (J. Michael Losh, Chairman of the Board)

Pursuant to the Requirements of the Securities Exchange Act of 1934, this report
has been signed below on the 14th day of March,  1997, by the following  persons
on behalf of the Registrant and in the capacities indicated.

          SIGNATURE                    TITLE
          ---------                    -----

S/ J. M. LOSH
- ------------------------
(J. Michael Losh)                  Chairman of the
                               Board of Directors


S/ J. R. RINES
- ------------------------
(John R. Rines)                  President and            (Signing as
                                    Director               Chief
                                                           Executive
                                                           Officer)


S/ E. A. FELDSTEIN
- ------------------------
(Eric A. Feldstein)                Executive Vice         (Chief
                               President and Director      Financial
                                                           Officer)


S/ G. E. GROSS
- ------------------------
(Gerald E. Gross)                 Comptroller             (Signing as
                                                           Chief
                                                           Accounting
                                                           Officer)


S/ R. J. S. CLOUT
- ------------------------
(Richard J. S. Clout)              Executive Vice
                             President and Director


S/ J. E. GIBSON
- ------------------------
(John E. Gibson)                   Executive Vice
                             President and Director


<PAGE>


                             SIGNATURES (CONCLUDED)



S/ J. D. FINNEGAN
- ------------------------
(John D. Finnegan)                   Director


S/ L. J. KRAIN
- ------------------------
(Leon J. Krain)                      Director


S/ H. J. PEARCE
- ------------------------
(Harry J. Pearce)                    Director


S/ W. A. REED
- ------------------------
(W. Allen Reed)                      Director


S/ J. F. SMITH, JR.
- ------------------------
(John F. Smith, Jr.)                 Director


S/ R. L. ZARRELLA
- ------------------------
(Ronald L. Zarrella)                 Director



<PAGE>


                                 EXHIBIT INDEX

Exhibit
NUMBER                            EXHIBIT NAME
- ------                            ------------

 12                    Ratio of Earnings to Fixed Charges

 23.1                  Consent of Independent Auditors,
                       Deloitte & Touche LLP

 27                    Financial Data Schedule (for SEC
                       electronic filing information only)



<PAGE>


<TABLE>
                                                                 EXHIBIT 12

                      GENERAL MOTORS ACCEPTANCE CORPORATION

                       RATIO OF EARNINGS TO FIXED CHARGES


<CAPTION>
                                   For the Years ended December 31,
                       1996        1995        1994        1993        1992
                       ----        ----        ----        ----        ----
                                     (in millions of dollars)
Consolidated net
<S>                 <C>         <C>         <C>         <C>         <C>       
 income* .........  $  1,240.5  $  1,031.0  $    927.1  $    981.1  $  1,218.7
Provision for
 income taxes ....       837.2       752.2       512.7       591.7       882.3
                    ----------  ----------  ----------  ----------  ----------

Consolidated income
 before income
 taxes ...........     2,077.7     1,783.2     1,439.8     1,572.8     2,101.0
                    ----------  ----------  ----------  ----------  ----------

Fixed charges
 Interest, debt
  discount and
  expense ........     4,937.5     4,936.3     4,230.9     4,721.2     5,828.6
 Portion of rentals
  representative of
  the interest
  factor .........        77.8        54.5        51.2        43.6        31.7
                    ----------  ----------  ----------  ----------  ----------
Total fixed charges    5,015.3     4,990.8     4,282.1     4,764.8     5,860.3
                    ----------  ----------  ----------  ----------  ----------

Earnings available
 for fixed charges  $  7,093.0  $  6,774.0  $  5,721.9  $  6,337.6  $  7,961.3
                    ==========  ==========  ==========  ==========  ==========

Ratio of earnings
 to fixed charges       1.41       1.36        1.33        1.33        1.35
                        ====       ====        ====        ====        ====



* Before  cumulative  effect of accounting  change of ($7.4) million in 1994 and
($282.6) million in 1992.

</TABLE>



<PAGE>


                                                            EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT


GENERAL MOTORS ACCEPTANCE CORPORATION:

We consent to the  incorporation  by reference  of our report dated  January 28,
1997,  appearing in this Annual Report on Form 10-K of General Motors Acceptance
Corporation for the year ended December 31, 1996, in the following  Registration
Statements:

                Registration
    FORM        STATEMENT NO                  DESCRIPTION
    ----        ------------                  -----------

    S-3          33-31596             $5,000,000,000 General Motors
                                       Acceptance Corporation GMAC
                                       Variable Denomination
                                       Adjustable Rate Demand Notes

    S-3          33-64235             $5,000,000,000 General Motors
                                       Acceptance Corporation Debt
                                       Securities

    S-3         333-17943             $10,000,000,000 General Motors
                                       Acceptance Corporation
                                       Medium-Term Notes

    S-3         333-12023             $500,000,000 General Motors
                                       Acceptance Corporation
                                       SmartNotes




s/ DELOITTE & TOUCHE LLP
- ------------------------
   DELOITTE & TOUCHE LLP

600 Renaissance Center
Detroit, Michigan 48243-1704

March 14, 1997





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the General
Motors Acceptance Corporation Form 10-K for the period ending December 31, 1996
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000040729
<NAME> GMAC
<MULTIPLIER> 1000000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                             742
<SECURITIES>                                      4557
<RECEIVABLES>                                    62851
<ALLOWANCES>                                       922
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                           32115
<DEPRECIATION>                                    7045
<TOTAL-ASSETS>                                   98578
<CURRENT-LIABILITIES>                            50577
<BONDS>                                          32879
                                0
                                          0
<COMMON>                                          2200
<OTHER-SE>                                        6068
<TOTAL-LIABILITY-AND-EQUITY>                     98578
<SALES>                                              0
<TOTAL-REVENUES>                                 15974
<CGS>                                                0
<TOTAL-COSTS>                                     5599
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   669
<INTEREST-EXPENSE>                                4938
<INCOME-PRETAX>                                   2078
<INCOME-TAX>                                       837
<INCOME-CONTINUING>                               1241
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      1241
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the General
Motors Acceptance Corporation Form 10-K for the period ending December 31, 1996
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<RESTATED> 
<CIK> 0000040729
<NAME> GMAC
<MULTIPLIER> 1000000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<CASH>                                            1340
<SECURITIES>                                      3892
<RECEIVABLES>                                    59608
<ALLOWANCES>                                       693
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                           23134
<DEPRECIATION>                                    5195
<TOTAL-ASSETS>                                   86517
<CURRENT-LIABILITIES>                            40945
<BONDS>                                          31540
                                0
                                          0
<COMMON>                                          2200
<OTHER-SE>                                        5694
<TOTAL-LIABILITY-AND-EQUITY>                     86517
<SALES>                                              0
<TOTAL-REVENUES>                                 12145
<CGS>                                                0
<TOTAL-COSTS>                                     4265
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   177
<INTEREST-EXPENSE>                                4231
<INCOME-PRETAX>                                   1440
<INCOME-TAX>                                       513
<INCOME-CONTINUING>                                927
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                          (7)
<NET-INCOME>                                       920
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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