File No. 333-48207
U.S.$1,000,000,000
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 $1,000,000,000 aggregate of the
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. 44 Trade Date: 1/28/99
(To Prospectus dated March 25,1998) Issue Date: 2/2/99
The date of this Pricing Supplement is January 28, 1999
CUSIP Stated
or Interest Price to
Common Code Rate Maturity Public 1 Reallowance
- ----------- -------- -------- -------- -----------
37042 FXZ6 5.125% 2/15/02 100% .0450%
37042 FYA0 5.350% 2/15/04 100% .0750%
37042 FYB8 5.500% 2/15/09 100% .1100%
37042 F3Z9 6.250% 2/15/14 100% .1600%
Payment Survivor's Subject to Redemption
Frequency Option Yes/No Date and terms of redemption
- --------- ---------- ------------------------------------
Monthly Yes No
Semi-Annual Yes No
Monthly Yes No
Monthly Yes Yes Callable at 100% on 2/15/02 and
every coupon date thereafter
1 Actual Price to Public may be less, and will be determined by
prevailing market prices at the time of purchase as set forth in the
confirmation statement.
<PAGE>
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."
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, including the U.S. Depositaries for Cedel
Bank and Euroclear. Notes will not be issuable as certificated Notes
except under the limited circumstances described herein. See
"Description of Notes-Book Entry, 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 (or
the next Business Day), 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 every third month (or the next
Business Day), 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 every sixth month (or the next
Business Day), 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 every twelfth month (or the next Business
Day), 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 AGENTS' DISCOUNTS PROCEEDS TO
PUBLIC (1)(2) AND CONCESSIONS (2) COMPANY (2)(3)
Per Note 100.00% .20% - 2.50% 97.50% - 99.80%
Total $1,000,000,000 $2,000,000-$25,000,000 $975,000,000-998,000,000
========================================================================
<PAGE>
(1) Unless otherwise specified in the applicable Pricing Supplement,
Notes will be issued at 100% of their principal amount.
(2) The concession payable (the "Concession") for each Note sold
through ABN AMRO Incorporated (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
$500,000.
(SM) Service Mark of General Motors Acceptance Corporation
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."
__________________
ABN AMRO INCORPORATED
A.G. EDWARDS & SONS, INC.
EDWARD D. JONES & CO., L.P.
FIDELITY CAPITAL MARKETS
PRUDENTIAL SECURITIES INCORPORATED
SALOMON SMITH BARNEY
March 25, 1998
