File No. 333-12023
U.S.$500,000,000
GENERAL MOTORS ACCEPTANCE CORPORATION
SMARTNOTES(SM)
DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE
General Motors Acceptance Corporation (the "Company") may offer
from time to time its SmartNotes(sm) Due from Nine Months to Thirty
Years from Date of Issue (the "Notes"). The Notes offered by this
Prospectus will be limited to up to $500,000,000 aggregate initial
offering price. The Notes will be offered at varying maturities due from
nine months to thirty years from the date of issue (the "Issue Date"),
as selected by the purchaser and agreed to by the Company. Unless
otherwise described herein, the interest rate, issue price, stated
maturity, interest payment dates, whether the Notes are subject to
redemption at the option of the Company or replacement at the option of
the holder prior to the maturity date thereof (as further defined
herein, the "Maturity Date") and certain other terms (including, if
applicable, a Survivor's Option (as such term is defined in "Repayment
Upon Death")) with respect to each Note will be established at the time
of issuance and set forth in a pricing supplement to this Prospectus (a
"Pricing Supplement"). Unless otherwise specified in the applicable
Pricing Supplement, Notes will be issued only in denominations of $1,000
or any amount in excess thereof which is an integral multiple of $1,000.
See "Description of Notes." The Notes are unsecured and unsubordinated
obligations of the Company and will rate equally and ratably with all
other unsecured and unsubordinated indebtedness of the Company (other
than obligations preferred by mandatory provisions of law).
Pricing Supplement No. 74 Trade Date: 3/12/98
Issue Date: 3/17/98
Price to Interest Payment Survivor's
CUSIP Maturity Public Rate Frequency Option
----- -------- -------- --------- --------- ----------
37042 FRZ3 3/15/00 100.000% 5.800% Semi-Annual Yes
37042 FSA7 3/15/01 100.000% 5.850% Semi-Annual Yes
37042 FSB5 3/17/03 100.000% 5.950% Monthly Yes
37042 FSC3 3/17/03 100.000% 6.000% Semi-Annual Yes
37042 FSD1 3/17/08 100.000% 6.250% Semi-Annual Yes
The interest rate on each Note will be a fixed rate established by
the Company at the Issue Date of such Note, which may be zero in the
case of certain Notes issued at a price representing a discount from the
principal amount payable upon the Maturity Date. See "Description of
Notes."
<PAGE>
The Notes may be issued in whole or in part in the form of one or
more global Notes to be deposited with or on behalf of The Depository
Trust Company ("DTC") or other depositary (DTC or such other depositary
as is specified in the applicable Pricing Supplement is herein referred
to as the "Depositary") and registered in the name of the Depositary's
nominee. Beneficial interests in the Notes will be shown on, and
transfers thereof will be effected only through, records maintained by
the Depositary and, with respect to the beneficial owners' interests, by
the Depositary's participants. Notes will not be issuable as
certificated Notes except under the limited circumstances described
herein. See "Description of Notes-Delivery and Form."
The Interest Payment Dates for a Note that provides for monthly
interest payments shall be the fifteenth day of each calendar month
commencing in the calendar month that next succeeds the month in which
the Note is issued. In the case of a Note that provides for quarterly
interest payments, the Interest Payment Dates shall be the fifteenth day
of each of the months specified in the Pricing Supplement, commencing in
the third succeeding calendar month following the month in which the
Note is issued. In the case of a Note that provides for semi-annual
interest payments, the Interest Payment dates shall be the fifteenth day
of each of the months specified in the Pricing Supplement, commencing in
the sixth succeeding calendar month following the month in which the
Note is issued. In the case of a Note that provides for annual interest
payments, the Interest Payment Date shall be the fifteenth day of the
month specified in the Pricing Supplement, commencing in the twelfth
succeeding calendar month following the month in which the Note is
issued. The Regular Record Date with respect to any Interest Payment
Date shall be the first day of the calendar month in which such Interest
Payment Date occurs, except that the Regular Record Date with respect to
the final Interest Payment Date shall be the final Interest Payment
Date.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR
ANY PRICING SUPPLEMENT HERETO. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
__________________
PRICE TO AGENT'S DISCOUNTS PROCEEDS TO
PUBLIC (1)(2) AND COMMISSIONS (2) COMPANY (2)(3)
Per 100.00% .20% - 2.50% 97.50% - 99.80%
Note
Total $500,000,000 $1,000,000-$12,500,000 $487,500,000-$499,000,000
========================================================================
(1) Unless otherwise specified in the applicable Pricing Supplement,
Notes will be issued at 100% of their principal amount.
<PAGE>
(2) The commission payable for each Note sold through The Chicago
Corporation (the "Purchasing Agent") will be computed based upon
the non-discounted price paid by the public (the "Price to
Public") for such Note and will depend on such Note's Maturity
Date. The Company has agreed to indemnify each of the agents
listed below (the "Agents") against certain liabilities,
including liabilities under the Securities Act of 1933,
as amended. See "Plan of Distribution."
(3) Before deducting expenses payable by the Company estimated
at $400,000.
The Notes are being offered on a continuous basis for sale by the
Company through one or more of the Agents listed below and each of the
Agents has agreed to use its reasonable best efforts to solicit offers
to purchase the Notes. Unless otherwise specified in an applicable
Pricing Supplement, the Notes will not be listed on any securities
exchange, and there can be no assurance that the Notes offered hereby
will be sold or that there will be a secondary market for the Notes.
The Agents have advised the Company that they may from time to time
purchase and sell Notes in the secondary market, but the Agents are not
obligated to do so. No termination date for the offering of the Notes
has been established. The Company reserves the right to withdraw,
cancel or modify the offer made hereby without notice. The Company or
the Agent that solicits any offer may reject such offer in whole or in
part. See "Plan of Distribution."
__________________
THE CHICAGO CORPORATION
A.G. EDWARDS & SONS, INC.
EDWARD D. JONES & CO., L.P.
PRUDENTIAL SECURITIES INCORPORATED
SMITH BARNEY INC.
September 19, 1996
