GENERAL MOTORS ACCEPTANCE CORP
10-Q, 1999-11-03
PERSONAL CREDIT INSTITUTIONS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


(Mark One)
 X  QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
    1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999, 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)

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

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  H(1) (a)
and (b) of Form  10-Q  and is  therefore  filing  this  Form  with  the  reduced
disclosure format.

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  September  30,  1999,  there were  outstanding  10 shares of the issuer's
common stock.

Documents incorporated by reference.  NONE.
================================================================================

<PAGE>

This  quarterly  report,  filed pursuant to Rule 13a-13 of the General Rules and
Regulations under the Securities Exchange Act of 1934, consists of the following
information as specified in Form 10-Q:


                          PART 1. FINANCIAL INFORMATION


The  required  information  is  given  as  to  the  registrant,  General  Motors
Acceptance Corporation and subsidiaries (the Company or GMAC).


ITEM 1.  FINANCIAL STATEMENTS

         In the opinion of management,  the interim financial statements reflect
         all  adjustments,  consisting of only normal  recurring items which are
         necessary  for a fair  presentation  of the  results  for  the  interim
         periods  presented.  The results for interim  periods are unaudited and
         are not necessarily indicative of results which may be expected for any
         other interim period or for the full year.  These financial  statements
         should  be  read  in  conjunction  with  the   consolidated   financial
         statements, the significant accounting policies, and the other notes to
         the consolidated  financial  statements  included in the Company's 1998
         Annual Report filed with the Securities and Exchange Commission on Form
         10-K.

         The  Financial  Statements  described  below  are  submitted  herein as
         Exhibit 20.

         1.    Consolidated Balance Sheet, September 30, 1999, December 31, 1998
               and September 30, 1998.

         2.    Consolidated  Statement of Income, Net Income Retained for Use in
               the Business and  Comprehensive  Income for the Third Quarter and
               Nine Months Ended September 30, 1999 and 1998.

         3.    Consolidated  Statement  of Cash Flows for the Nine Months  Ended
               September 30, 1999 and 1998.

         4.    Notes to Consolidated Financial Statements.




<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EARNINGS

Consolidated  net income  for the third  quarter  and first nine  months of 1999
increased by 25% and 14% when compared to the same periods during 1998.

                                         Period Ended September 30,
                                   ----------------------------------------
                                     Third Quarter         Nine Months
                                   ------------------  --------------------
                                    1999      1998       1999      1998
                                   -------- ---------  --------- ----------
Automotive financing operations    $ 286.5   $249.5    $   790.6 $  784.1
Insurance operations *                54.8     54.2        169.9    187.8
Mortgage operations**                 51.0      9.4        215.2     55.2
                                   ======== =========  ========= ==========
Consolidated net income            $ 392.3   $313.1     $1,175.7 $1,027.1
                                   ======== =========  ========= ==========

*  GMAC Insurance Holdings, Inc. (GMACI)
** GMAC Mortgage Group, Inc. (GMACMG)

Net income from automotive  financing  operations increased 15% during the third
quarter of 1999,  compared to the same period in 1998.  Earnings were higher due
primarily to increased  financing  volumes,  partially offset by a significantly
higher effective tax rate. Additionally, net income in the third quarter of 1998
was adversely impacted by the effects of the GM strike.

Earnings from insurance operations were virtually unchanged from the same period
in 1998.

Net income from mortgage  operations  during the third quarter of 1999 was $41.6
million  higher than the third quarter of 1998.  Earnings were higher  primarily
due to  unusually  low  earnings  in the  third  quarter  of  1998,  which  were
negatively  impacted  by  illiquidity  in the capital  markets  and  accelerated
prepayment experience on mortgage assets.

UNITED STATES NEW PASSENGER CAR AND TRUCK DELIVERIES

U.S.  deliveries of new General Motors (GM) vehicles during the third quarter of
1999 and the first nine months of 1999 were higher than  comparable 1998 levels,
primarily due to production in 1998 being reduced by an estimated  545,000 units
due to a 54-day work stoppage from June 5, 1998 through July 28, 1998 at GM. The
continued  decline in retail  financing  penetration was primarily the result of
competitive market conditions.
                                                 Period Ended September 30,
                                             -----------------------------------
                                              Third Quarter      Nine Months
                                             ----------------  -----------------
                                              1999     1998     1999     1998
                                             -------  -------  -------- --------
                                                   (in millions of units)

Industry                                        4.5      3.8     13.3     12.0
General Motors                                  1.3      0.9      3.9      3.5

New GM vehicle deliveries financed by GMAC
  Retail (installment sale contracts and       43.2%    45.6%    41.8%    44.3%
operating leases)
  Fleet transactions (lease financing)          1.1%     1.8%     1.6%     2.1%
Total                                          36.5%    37.7%    33.8%    36.2%


<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

FINANCING VOLUME

The number of new  vehicle  deliveries  financed  for GM and other  dealers  are
summarized below:
                                          Period Ended September 30,
                                         -----------------------------
                                         Third Quarter   Nine Months
                                          -------------- --------------
                                         1999    1998   1999    1998
                                         ------  ------ ------  ------
                                           (in thousands of units)
UNITED STATES
  Retail installment sale contracts        235     207     701    756
  Operating leases                         239     143     615    489
  Leasing                                    3       5      18     18
                                         ======  ====== ======  ======
New deliveries financed                    477     355   1,334  1,263
                                         ======  ====== ======  ======

OTHER COUNTRIES
  Retail installment sale contracts        141     119     351    318
  Operating leases                          79      86     230    240
  Leasing                                   17      15      50     53
                                         ======  ====== ======  ======
New deliveries financed                    237     220     631    611
                                         ======  ====== ======  ======

WORLDWIDE
  Retail installment sale contracts        376     326   1,052  1,074
  Operating leases                         318     229     845    729
  Leasing                                   20      20      68     71
                                         ======  ====== ======  ======
New deliveries financed                    714     575   1,965  1,874
                                         ======  ====== ======  ======

The number of new  vehicles  financed in the U.S.  during the third  quarter and
first nine months of 1999 increased from the respective 1998 periods,  primarily
as a result of the  impact  of the 1998  work  stoppage  mentioned  earlier  and
continued operating lease incentive programs sponsored by GM in the U.S.

GMAC also provides  wholesale  financing for GM and other  dealers' new and used
vehicle inventories.  In the United States, inventory financing was provided for
852,000 and  2,580,000  new GM vehicles  during the third quarter and first nine
months  of 1999,  respectively,  compared  with  564,000  and  1,931,000  new GM
vehicles during the respective periods in 1998. The significant  increase in new
GM vehicles financed is primarily a result of the 54-day work stoppage at two GM
component  plants that halted  production of wholesale units at 26 of 29 vehicle
assembly plants in North America.  GMAC's wholesale financing  represented 66.9%
of all GM U.S. vehicle sales to dealers during the first nine months of 1999, up
from 63.4% for the  comparable  period a year ago.  The  increase  in  wholesale
penetration  levels  was a  result  of  competitive  pricing  strategies  by the
Company.

INCOME AND EXPENSES

Financing  revenue totaled $3,480.0  million and $10,118.3  million in the third
quarter  and first  nine  months of 1999,  respectively,  compared  to  $3,150.2
million and $9,461.7  million for the same periods in 1998.  The increases  were
mainly due to higher average retail,  operating lease, and other loan receivable
balances which resulted from continued retail financing  incentives sponsored by
GM.  Additionally,  increased  wholesale  revenues resulting from higher average
wholesale balances  contributed to the change. The increased  wholesale balances
were primarily attributable to the 1998 work stoppages previously mentioned.


<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

INCOME AND EXPENSES (CONCLUDED)

The Company's  worldwide  cost of borrowing for the third quarter and first nine
months of 1999 averaged 5.62% and 5.55%,  respectively,  a decrease of 44 and 52
basis points from the comparable  periods of a year ago. Total  borrowing  costs
for U.S.  operations  averaged  5.61% and 5.50% for the third  quarter and first
nine months of 1999,  compared to 5.93% and 6.00% for the respective  periods in
1998.  The lower average  borrowing  costs for the first nine months of 1999 are
largely a result of lower short-term market interest rates.

Insurance  premiums  earned totaled $449.7 million and $1,338.5  million for the
third quarter and nine months ended September 30, 1999,  respectively,  compared
to $466.1 million and $1,416.9  million during the comparable 1998 periods.  The
reduction in  insurance  premiums  earned was due to a decline in personal  line
coverages,  partially offset by an increase in commercial lines and reinsurance.
Mortgage  revenue and other income totaled $1,272.6 million and $3,470.6 million
for the third quarter and nine months ended  September  30, 1999,  respectively,
compared to $830.2 million and $2,415.8 million during the comparable  periods a
year ago. The increase in 1999 over 1998 was primarily the result of substantial
increases in mortgage servicing and processing fees. Furthermore, GMACMG's other
income increased  substantially,  mainly due to their expansion into diversified
businesses,   specifically,  Home  Services,  Newman  and  Associates,  Auritec,
Capstead, Triad and American Financial Consultants LLC.

Consolidated  salaries and other operating expenses totaled $1,198.5 million and
$3,326.7  million  for  the  third  quarter  and  first  nine  months  of  1999,
respectively, compared to $929.5 million and $2,601.6 million for the comparable
periods last year. The increase was mainly  attributable to continued growth and
acquisitions at GMACMG.

Annualized  net retail  losses  were 0.50% and 0.57% of total  average  serviced
automotive  receivables  during the third quarter and first nine months of 1999,
respectively,  compared to 0.74% and 0.83% for the same periods  last year.  The
provision for credit losses  totaled  $327.5  million and $322.6 million for the
nine month periods ended  September  30, 1999 and 1998,  respectively.  Although
comparable  period loss rates  declined,  the higher loss provision  reflects an
increase  in  retail  receivables  during  the  first  nine  months  of 1999 and
favorable wholesale loss provision adjustments during the first quarter of 1998.

The  effective  income  tax rate for the first  nine  months of 1999 was  39.3%,
compared  to 31.6%  and  30.9%  for the  periods  ended  December  31,  1998 and
September 30, 1998, respectively.  The increase in the effective tax rate can be
attributed  to a decrease in U.S. and foreign taxes  assessed on foreign  source
income for the first nine months of 1998.

INSURANCE OPERATIONS

Net premiums  earned by GMACI and its  subsidiaries  totaled  $449.7 million and
$1,338.5 million for the third quarter and nine months ended September 30, 1999,
respectively,  compared  to $466.1  million  and  $1,416.9  million for the same
periods during 1998.  Personal lines volume for the nine months ended  September
30,  1999 is lower  compared  to the  same  period  in 1998  due to  competitive
pressures in non-standard automobile insurance which reduced new business volume
in the  second  half of 1998  and the  first  quarter  of 1999.  This  reduction
adversely  impacted both new business and the renewal base during the first nine
months of 1999.







<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

INSURANCE OPERATIONS (CONCLUDED)

Pre-tax  capital gains and  investment  and other income at GMACI totaled $143.9
million and $432.9  million for the third quarter and first nine months of 1999,
compared to $118.9 million and $389.8  million for same periods in 1998.  Period
to period  fluctuations in realized  capital gains are largely due to the timing
of sales of marketable securities. Insurance losses and loss adjustment expenses
totaled $358.8  million and $1,044.1  million during the third quarter and first
nine months of 1999,  compared to $353.4  million and  $1,079.6  million for the
same periods in 1998. The decline in the first nine months of 1999 when compared
with the same period in 1998 is the result of lower  volume in the  non-standard
auto line of business and the  non-renewal  of certain  passenger  auto policies
that had yielded adverse results in 1998. These factors were partially offset by
a higher frequency of claims in the mechanical line of business during 1999.

Net income was $54.8  million and $169.9  million for the third quarter and nine
months ended  September  30, 1999,  respectively,  compared to $54.2 million and
$187.8 million for the same periods in 1998.  Earnings for the first nine months
of 1999 were reduced by lower underwriting results due to a decrease in personal
line coverages, partially offset by higher capital gains.

MORTGAGE OPERATIONS

During the third quarter and first nine months of 1999, GMACMG loan origination,
mortgage  servicing  acquisitions  and  correspondent  loan volume totaled $20.9
billion and $60.0  billion,  respectively,  compared to $23.0  billion and $85.5
billion  for  the  same  periods  in  1998.  Included  in  1998  volume  was the
acquisition of a $27.1 billion mortgage servicing portfolio from the Wells Fargo
Bank  transaction.  As a result  of  significant  mortgage  servicing  portfolio
acquisitions  (including the Capstead  transaction of $37.7 billion in servicing
which closed on December 31, 1998) and  continued  growth,  the combined  GMACMG
servicing  portfolio,  excluding  GMAC term  loans to  dealers,  totaled  $282.0
billion at September 30, 1999,  compared with $245.0  billion and $197.0 billion
serviced at December 31 and September 30, 1998, respectively.

Net income was $51.0  million and $215.2  million for the third quarter and nine
months  ended  September  30, 1999,  respectively,  compared to $9.4 million and
$55.2  million  for the same  periods  in 1998.  The  increase  in net income is
primarily  attributable  to an unusually  strong first  quarter,  where one time
gains were realized  from the sales of certain  assets that were acquired in the
fourth quarter of 1998 when the capital  markets were less liquid.  In addition,
earnings in the third quarter of 1998 were  negatively  impacted by  accelerated
prepayments on mortgage assets.

FINANCIAL CONDITION AND LIQUIDITY

At  September  30,  1999,  the  Company  owned  assets and  serviced  automotive
receivables  totaling  $154.5  billion,  $15.8 billion above  year-end 1998, and
$28.4 billion above  September 30, 1998.  The higher  balance  compared to third
quarter  of  last  year is  primarily  attributable  to  increases  in  serviced
wholesale, retail, operating lease, commercial, and other loan receivables.

Earning assets totaled $133.6 billion at September 30, 1999,  compared to $125.1
billion and $112.9 billion at December 31 and September 30, 1998, respectively.




<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

FINANCIAL CONDITION AND LIQUIDITY (CONTINUED)

Finance receivables serviced by the Company, including sold receivables, totaled
$92.0  billion at September  30, 1999,  $12.1  billion  above  December 31, 1998
levels and $20.0  billion  above  September  30,  1998  levels.  The change from
December 31, 1998 can be attributed to a $6.4 billion increase in commercial and
other loan receivables,  a $4.8 billion increase in serviced retail receivables,
and a $1.2 billion increase in serviced wholesale receivables.  The year-to-year
increase  was  a  result  of a  $7.3  billion  increase  in  serviced  wholesale
receivables,  a $7.3 billion increase in commercial and other loan  receivables,
and a $5.6  billion  increase in serviced  retail  receivables.  The increase in
wholesale  receivable  balances  over  December 31 and  September 30, 1998 was a
result of the 1998 work stoppages  previously  mentioned and higher penetration.
The change in commercial and other loan  receivables  was due to the acquisition
of Bank of New York Financial  Corporation (BNYFC) in July 1999 and increases in
other secured notes. The increase in retail receivable balances over December 31
and  September  30,  1998  was  due to  continued  retail  financing  incentives
sponsored by GM.

Consolidated operating lease assets, net of depreciation,  totaled $30.3 billion
at September  30,  1999,  reflecting  an increase of $2.4 billion over  December
31,1998 and an increase of $1.7 billion over September 30, 1998. The growth from
year-end  1998  is  primarily  attributable  to  continued  GM  sponsored  lease
incentive programs in the U.S.

The  Company's  due and deferred from  receivable  sales (net)  totaled  $(28.3)
million at September 30, 1999,  compared with $111.5  million and $186.1 million
at December 31 and September 30, 1998,  respectively.  The year-to-year  decline
was the result of the scheduled wind down of a revolving wholesale trust.

Other  nonearning  assets at September 30, 1999 totaled $7.8  billion,  compared
with $5.7 billion and $5.2 billion at December 31 and  September  30, 1998.  The
increase over December 31 and September 30, 1998 was primarily attributable to a
$2.0 billion and a $2.1 billion increase in intangible assets, respectively. The
increase  in  intangible  assets  was the result of the  Company's  acquisitions
activities during the first nine months of 1999.

As of September 30, 1999, GMAC's total borrowings were $114.4 billion,  compared
with $106.2  billion and $93.5  billion at December 31, 1998 and  September  30,
1998,  respectively.  The higher  borrowings were used to fund increased earning
asset levels. GMAC's ratio of consolidated debt to total stockholder's equity at
September 30, 1999 was 10.7:1, compared to 10.8:1 at December 31, 1998 and 9.8:1
at September 30, 1998.

The Company and its subsidiaries maintain substantial bank lines of credit which
totaled  $45.8  billion at  September  30,  1999,  compared to $42.9  billion at
year-end  1998 and $42.7 billion at September  30, 1998.  The unused  portion of
these credit lines totaled $35.8 billion at September 30, 1999, $2.6 billion and
$2.0 billion  higher than  December 31 and  September  30,  1998,  respectively.
Included in the unused credit lines is a syndicated multi-currency global credit
facility for use by GMAC in the U.S., GMAC  International  Finance B.V. and GMAC
(UK)  plc of $14.7  billion  at  September  30,  1999,  compared  to  syndicated
revolving credit  facilities of $11.2 billion at December 31, 1998 and September
30, 1998 for these entities. The syndicated credit facilities serve primarily as
back-up for GMAC's  unsecured  commercial  paper programs.  Also included in the
unused  credit  lines is a $12.0  billion  U.S.  asset-backed  commercial  paper
liquidity  and  receivables  facility  for New  Center  Asset  Trust  (NCAT),  a
non-consolidated   limited   purpose   business   trust   established  to  issue
asset-backed commercial paper.



<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

FINANCIAL CONDITION AND LIQUIDITY (CONCLUDED)

In June 1999, GMAC modified its existing syndicated  revolving credit facilities
to  combine  the U.S.  and  certain  European  facilities  into  one  syndicated
multi-currency  global  facility.  Modified  terms  consisted  of five  years on
one-half of the facility, with a 364-day term (including a provision that allows
GMAC to draw down a one year term loan on the termination date) on the remaining
facility.  Additionally,  there is a leverage covenant  restricting the ratio of
consolidated debt to total stockholder's equity to no greater than 11.0:1, under
certain conditions.

As  discussed  in the  Company's  1998 Annual  Report on Form 10-K,  the Company
utilizes a variety of  interest  rate and  currency  derivative  instruments  in
managing its interest rate and foreign exchange  exposures.  The notional amount
of  derivatives  decreased  from $107.7  billion at  December  31, 1998 to $83.9
billion at  September  30,  1999.  The  change is  primarily  attributable  to a
decrease in financial instruments associated with mortgage servicing.

ACQUISITIONS AND MERGERS

On March 9, 1999, the  acquisition of the majority  interest in On:Line  Finance
Holdings  and its  subsidiaries  was  completed.  On:Line  Finance is one of the
largest independent retail used car finance providers in the United Kingdom. The
acquisition  expanded GMAC's range of finance products available through dealers
to automotive customers.

The acquisition of the asset-based lending and factoring business of The Bank of
New York (BNY) closed on July 22, 1999 for  consideration of approximately  $1.8
billion.   This   purchase   expands   GMAC's   existing   asset-based   lending
internationally   and  enables  them  to  enter  the  factoring  business  in  a
substantial way. BNYFC is one of the leading  asset-based  lending and factoring
operations  in North  America and the United  Kingdom.  The name of the new GMAC
subsidiary is GMAC Commercial Credit LLC.

On July 30, 1999, the acquisition of Arriva  Automotive  Solutions Limited (AAS)
was  finalized.  The  transaction,  including  debt  refinancing,  is  valued at
(pound)483.5 million (approximately $774.7 million at the July 30, 1999 exchange
rate). AAS is a leading contract leasing provider in the United Kingdom.

YEAR 2000

Many  computerized  systems and  microprocessors  that are used by GMAC have the
potential  for  operational  problems  if they lack the  ability  to handle  the
transition to the Year 2000. This issue has the potential to cause disruption to
the  business  of GMAC and its  customers.  In its  capacity  as a wholly  owned
subsidiary  of GM,  GMAC  is  part of GM's  comprehensive  worldwide  Year  2000
program.  As part of that program,  GMAC has been  identifying  and  remediating
potential  Year 2000  problems  in its  business  information  systems and other
equipment in its operations.  GMAC has also been  communicating with its service
and technology providers, landlords, dealers and other third parties in order to
assess and reduce the risk that GMAC's operations could be adversely affected by
the failure of these third parties to adequately address the Year 2000 issue.

GMAC's Year 2000 program teams are  responsible  for  remediating  all of GMAC's
information technology.  Information technology principally consists of business
information systems (such as mainframe and other shared computers and associated
business  application  software) and infrastructure (such as personal computers,
operating systems,  networks and devices like switches and routers). GMAC's Year
2000 program includes assessment and remediation services provided by Electronic
Data Systems Corporation (EDS) pursuant to a Master Service Agreement with GM.


<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

YEAR 2000 (CONTINUED)

    The Year 2000 program has been  implemented  in seven phases,  some of which
    were conducted concurrently:

    INVENTORY --  identification  and  validation of an inventory of all systems
    and infrastructure components that could be affected by the Year 2000 issue.
    The  inventory  phase  commenced in earnest in 1996 and is complete.  It has
    identified approximately 2,000 business information systems/applications.

    ASSESSMENT  -- initial  testing,  code  scanning,  and  technology  provider
    contacts  to  determine  whether  remediation  was  needed  and to develop a
    remediation  plan, if  applicable.  The  assessment of business  information
    systems is complete and included a determination that approximately one half
    of such systems should be regarded as critical based on criteria such as the
    potential for business disruption.  The assessment of infrastructure is also
    complete.

    REMEDIATION  -- design and  execution  of a  remediation  plan,  followed by
    testing for adherence to the design.  GMAC has  completed the remediation of
    its critical  systems.  In the normal course of its business plans,  GMAC is
    also  incrementally  implementing   enterprise  software  and  other  common
    applications that will replace and thereby  eliminate  the need to remediate
    certain existing systems.  Implementation of this software,  which continued
    throughout 1998 and into 1999, is now complete.

    SYSTEM  TESTING -- testing of remediated  items to ensure that they function
    normally  after being placed back in their original  operating  environment.
    This  phase  was closely  related  to  the  remediation  phase  and followed
    essentially the same schedule.

    IMPLEMENTATION  -- return of items to normal  operation  after  satisfactory
    performance  in system  testing.  This phase  essentially followed  the same
    schedule as remediation and system testing.

    READINESS TESTING -- planning for, and testing of,  integrated  systems in a
    Year 2000 ready  environment,  including  ongoing  auditing  and  follow-up.
    Readiness  testing of  critical  systems is  complete.  In  addition to GMAC
    readiness  testing,  a third party  Independent  Validation and Verification
    (IV&V)  process  has  been  used to  examine  remediated  code  to  identify
    potential oversights or errors in select mission-critical systems. While the
    IV&V process is ongoing,  the results to date have  validated the success of
    GMAC's testing program.

    CONTINGENCY  PLANNING --  development  and  execution of plans that focus on
    specific  areas of  significant  concern and  concentration  of resources to
    address them. GMAC currently  believes that the most reasonably likely worst
    case scenario is that there will be some  localized  disruptions  of systems
    that will affect individual  business  processes,  facilities or service and
    technology  providers for a short time,  rather than systematic or long-term
    problems  affecting  our business  operations as a whole.  GMAC  contingency
    planning  identified  systems  or  other  aspects  of its  business  that it
    believes are potentially vulnerable to Year 2000 problems.



<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

YEAR 2000 (CONTINUED)

    GMAC  contingency planning also addressed those business operations in which
    a localized disruption could have the  potential for causing a wider problem
    by  interrupting  the flow of data or services to other operations.  Because
    there  is an  uncertainty  as to which  activities may be affected,  and the
    exact  nature of  the  problems  that may  arise,  contingency  planning has
    focused on minimizing the scope and duration of any disruption by developing
    comprehensive,  detailed  plans.  These  reactive  plans  permit a  flexible
    real-time  response  to specific  problems  as they may arise at  individual
    locations  around the world.  Some of the actions that are being  undertaken
    include the  establishment  of Year 2000 Command  Centers and development of
    detailed manual  procedures.  GMAC built upon its existing Disaster Recovery
    and Business  Resumption  Plans and Processes,  while expanding its scope to
    encompass Year 2000  concerns.  While the  development  and testing of these
    plans are now largely complete,  there will be ongoing review and refinement
    of the plans  during the  fourth  quarter of 1999.  As noted  above,  GMAC's
    contingency  planning  includes  the  deployment  of a network  of Year 2000
    Command  Centers.  The GMAC  Corporate  Command  Center will have  redundant
    systems,  allowing for  connectivity  with other GMAC Command  Centers being
    established  around  the  world  as well as with  the GM  Corporate  Command
    Center.   Detailed plans  and procedures  have been  developed and are being
    validated.  The  centers will have coverage by appropriate personnel twenty-
    four hours a day, seven days a week beginning the week of December 27, 1999.
    Command Center operations will continue as long as conditions warrant.

GMAC's  communication  with its service and  technology  providers was a focused
element  of the  assessment  phase  described  above.  GMAC has  been a  leading
participant  in the  Financial  Services  Sub-Group of the  Automotive  Industry
Action Group (AIAG), an automotive industry trade association, which distributed
Year 2000 compliance questionnaires to many critical financial service providers
that supply GMAC with services throughout the world. In addition, GMAC initiated
its own contact and review of these  providers and other  non-financial  service
providers considered to be critical to GMAC's operations, including follow-up to
the AIAG  questionnaire.  GMAC has also initiated  contact with the landlords or
property managers of its facilities  throughout the world, to assess the ongoing
functionality  of the  space it rents  from  others.  Assessments  of all  these
service providers are now largely complete, with appropriate actions being taken
as deemed necessary,  including the development of reactive contingency plans to
minimize business disruption related to these uncertainties.

GMAC  also  has been  working  with  some of its  largest  customers,  primarily
automotive  dealers and  lease/rental  companies,  on their Year 2000 readiness.
This program,  developed in conjunction with GM, included distributing materials
that assist them in designing and executing their own assessment and remediation
efforts.

GMAC's  direct Year 2000  program cost is being  expensed as incurred,  with the
exception of capitalizable  replacement hardware.  Total incremental spending by
GMAC is not expected to be material to the Corporation's  operations,  liquidity
or capital resources.

In addition to the work for which GMAC has direct financial responsibility,  EDS
has provided Year  2000-related  services to GMAC, as required  under the Master
Service  Agreement.  EDS provided  these  serivces as part of normal fixed price
services and other ongoing payments to EDS.

GMAC's  current  forecast of total direct  expenditures,  including the value of
services  performed by EDS attributable to GM's Year 2000 program,  approximates
$90 million. This amount includes the following:


<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

YEAR 2000 (CONCLUDED)

o  An estimated $75 million in direct GMAC expenditures.  This estimate includes
   a $12  million  payment  from  GMAC to EDS (part of GM's  overall  additional
   payment to EDS of approximately  $62 million) at the end of the first quarter
   of 2000, if systems  remediated by EDS under the Master Service  Agreement do
   not  cause  a  significant  business  disruption  that  results  in  material
   financial loss to GM due to the millennium change; and,

o  An estimated  $15 million  representing  the value of Year 2000 services that
   EDS is  providing  to GMAC as part of normal  fixed price  services and other
   ongoing payments to EDS under the Sector Service  Agreement  between GMAC and
   EDS, as well as the Master Service Agreement between GM and EDS.

Of  the  total   estimated  $75  million  in  direct   expense,   GMAC  incurred
approximately  $35 million of Year 2000 expense  through 1998, and an additional
$20 million during the first nine months of 1999.

In the normal course of its strategic  business plans, GMAC and its subsidiaries
may, from time to time,  acquire other businesses.  Such  acquisitions  occurred
throughout  1998 and 1999.  Year 2000 matters are routinely  assessed as part of
the due diligence review prior to conclusion of the  acquisition.  Related costs
incurred after the acquisition,  if any, are the  responsibility of GMAC and, as
such,  are included in the cost estimate data  provided  above.  Year 2000 costs
related to these acquisitions were generally  considered during the negotiations
and, in some instances,  reflected in the final purchase  price.  These costs do
not represent a material  portion of the total corporate  expense.  In addition,
the previously  existing Year 2000 programs of the acquired  companies are being
incorporated  into the GMAC  program  outlined  above to ensure  conformance  to
GMAC's  Year  2000  program  standards.  In some  cases,  this has  resulted  in
additional  work,  which continued into the fourth quarter.  In other instances,
there have been accelerations in the timelines of the original program.

GMAC's Year 2000 program costs do not include  information  technology  projects
that have been delayed due to Year 2000, which are estimated to be approximately
$20 million,  or information  technology projects that have been accelerated due
to Year 2000, which are estimated to be less than $5 million.

In view of the  foregoing,  GMAC  does  not  currently  anticipate  that it will
experience a significant disruption of its business as a result of the Year 2000
issue.  However,  there is still uncertainty about the broader scope of the Year
2000 issue as it may affect GMAC and third  parties  that are critical to GMAC's
operations.  For example,  lack of readiness by electrical and water  utilities,
financial  institutions,  governmental  agencies or other  providers  of general
infrastructure could, in some geographic areas, pose significant  impediments to
GMAC's  ability  to  carry  on its  normal  operations  in the  area or areas so
affected.  In the event that GMAC is unable to  implement  adequate  contingency
plans in the event that  problems  are  encountered,  there  could be a material
adverse effect on GMAC's business, results of operations or financial condition.

Statements made herein regarding the  implementation of various phases of GMAC's
Year 2000 program, the costs expected to be associated with that program and the
results that GMAC expects to achieve constitute forward-looking  information. As
noted  above,  there are many  uncertainties  involved  in the Year 2000  issue,
including  the  extent to which  GMAC  has been able to adequately  provide  for
contingencies that may arise as well as the broader scope of the Year 2000 issue
as it may affect third parties that are not controlled by GMAC. Accordingly, the
costs and  results of GMAC's  Year 2000  program and the extent of any impact on
GMAC's operations could vary materially from those stated herein.


<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONCLUDED)

EURO CONVERSION

On January 1, 1999,  eleven of fifteen member countries of the European Monetary
Union established  fixed conversion rates between their existing  currencies and
adopted  the Euro as their new  common  currency.  The Euro  trades on  currency
exchanges  and the legacy  currencies  remain legal tender in the  participating
countries for a transition period until January 1, 2002. Beginning on January 1,
2002, Euro denominated bills and coins will be issued and legacy currencies will
be withdrawn from circulation.

The Company has established  plans to assess and address the potential impact to
GMAC that may result from the Euro conversion. These issues include, but are not
limited  to:  1) the  technical  challenges  to  adapt  information  systems  to
accommodate Euro  transactions;  2) the competitive impact of cross-border price
transparency;  3) the impact on currency  exchange rate risks;  4) the impact on
existing contracts; and 5) tax and accounting implications.  The Company expects
that  the  Euro  conversion  will  not have a  material  adverse  impact  on its
financial condition or results of operations.

In those  countries  that have adopted the Euro currency and in which GMAC has a
presence, the Company offers financial services to dealers and consumers in both
the local currency and the Euro.

ACCOUNTING STANDARDS

In  October  1998,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of  Financial  Accounting  Standards  (SFAS) No. 134,  Accounting  for
Mortgage-Backed  Securities  Retained after the Securitization of Mortgage Loans
Held for Sale by a Mortgage Banking  Enterprise,  effective for the first fiscal
quarter  beginning after December 15, 1998. The new standard requires that after
the  securitization  of  mortgage  loans  held for sale,  an entity  engaged  in
mortgage banking activities classify the resulting  mortgage-backed  security or
other retained  interests  based on its ability and intent to sell or hold those
investments.  The Company adopted this accounting  standard in the first quarter
of 1999, as required.  The effect of adopting this new  accounting  standard did
not have a material impact on the Company's consolidated financial statements.

In  June  1998,  the  FASB  issued  SFAS  No.  133,  Accounting  for  Derivative
Instruments and Hedging  Activities,  effective for fiscal years beginning after
June 15, 1999. In the second quarter of 1999, the FASB delayed implementation of
SFAS No. 133 until  fiscal years  beginning  on or after June 15, 2000.  The new
standard requires that all companies record  derivatives on the balance sheet as
assets or liabilities,  measured at fair value.  Gains or losses  resulting from
changes in the values of those  derivatives  would be accounted for depending on
the use of the  derivative  and  whether  it  qualifies  for  hedge  accounting.
Management is currently assessing the impact of SFAS No. 133 on the consolidated
financial  statements  of the Company.  The Company  will adopt this  accounting
standard on January 1, 2001, as required.

In the first  quarter  of 1998,  the  American  Institute  of  Certified  Public
Accountants'  Accounting  Standards  Executive  Committee  issued  Statement  of
Position (SOP) 98-1,  Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use. SOP 98-1 provides  guidance on the  capitalization of
software  for  internal  use.  GMAC  adopted  SOP 98-1 on January  1,  1999,  as
required.  The effect of adopting  this SOP was not  material  to the  Company's
consolidated financial statements.




<PAGE>

                           PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

The Company did not become a party to any  material  pending  legal  proceedings
during the third  quarter  ended  September  30, 1999, or prior to the filing of
this report.


ITEM 5. OTHER INFORMATION

                 RATIO OF EARNINGS TO FIXED CHARGES

                           Nine Months Ended
                             September 30,
                           -------------------

                            1999       1998
                            1.40       1.34

The ratio of earnings to fixed  charges has been  computed by dividing  earnings
before income taxes and fixed charges by the fixed charges.  This ratio includes
the earnings and fixed charges of the Company and its consolidated subsidiaries.
Fixed charges consist of interest,  debt discount and expense and the portion of
rentals  for  real  and  personal   properties   in  an  amount   deemed  to  be
representative of the interest factor.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a)     EXHIBITS

           20    General Motors Acceptance Corporation and Subsidiaries
                 Consolidated Financial Statements for the Third Quarter and
                 Nine Months Ended September 30, 1999.

(b)     REPORTS ON FORM 8-K.

        The  Company  did not file any  reports  on Form 8-K  during  the  third
        quarter.




<PAGE>









                                   SIGNATURES

Pursuant  to the  requirements  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)



                                S/WILLIAM F. MUIR

Dated:   NOVEMBER 3, 1999       William F. Muir, Executive Vice
                                President and Principal Financial Officer

                                S/GERALD E. GROSS

Dated:   NOVEMBER 3, 1999       Gerald E. Gross, Comptroller and
                                Principal Accounting Officer



<PAGE>
                                                                     Exhibit 20
                                                                     Page 1 of 7
                      GENERAL MOTORS ACCEPTANCE CORPORATION
                           CONSOLIDATED BALANCE SHEET


<TABLE>
<CAPTION>
                                                               September 30,  December 31,  September 30,
                                                                  1999           1998           1998
                                                               ------------   ------------  ------------
ASSETS                                                                (in millions of dollars)
- ------
<S>                                                            <C>           <C>          <C>
Cash and cash equivalents                                      $     325.6   $     618.1  $     614.2
                                                               ------------  ------------ ------------

EARNING ASSETS
Investments in securities                                          8,822.7       8,681.9      8,134.9
Finance receivables, net (Note 1)                                 76,980.7      71,101.2     63,093.6
Investment in operating leases, net                               30,332.5      27,925.8     28,582.7
Notes receivable from General Motors Corporation                   3,504.0       2,270.5      2,301.6
Real estate mortgages - held for sale                              5,193.8       7,969.7      5,424.6
                      - held for investment                        1,569.6       1,296.7        789.5
                      - lending receivables                        1,532.8       2,063.6      1,783.3
Factored receivables                                                 958.3          --           --
Due and deferred from receivable sales, net                          (28.3)        111.5        186.1
Other                                                              4,715.5       3,683.7      2,558.1
                                                               ------------  ------------ ------------
   Total earning assets                                          133,581.6     125,104.6    112,854.4
                                                               ------------  ------------ ------------

Nonearning assets                                                  7,821.8       5,694.8      5,154.2
                                                               ------------  ------------ ------------

TOTAL ASSETS                                                   $ 141,729.0   $ 131,417.5  $ 118,622.8
                                                               ============  ============ ============

LIABILITIES AND STOCKHOLDER'S EQUITY
Notes, loans and debentures payable within one year (Note 2)   $  58,648.1   $  60,816.7  $  52,561.5
                                                               ------------  ------------ ------------

ACCOUNTS PAYABLE AND OTHER LIABILITIES
General Motors Corporation and affiliated companies                  531.5         929.6      1,898.8
Interest                                                           1,649.3       1,264.2      1,394.3
Insurance losses and loss expenses                                 1,945.4       2,062.7      2,043.7
Unearned insurance premiums                                        1,938.5       1,855.6      1,865.0
Deferred income taxes                                              3,415.2       2,842.9      2,796.6
United States and foreign income and other taxes payable             516.9         570.7        276.4
Other postretirement benefits                                        703.7         685.3        690.9
Other                                                              5,944.7       5,241.7      4,659.1
                                                              ------------  ------------ ------------
   Total accounts payable and other liabilities                   16,645.2      15,452.7     15,624.8
                                                              ------------  ------------ ------------

Notes, loans and debentures payable after one year (Note 3)       55,714.3      45,356.5     40,937.7
                                                              ------------  ------------ ------------

Common stock, $.10 par value (authorized 10,000
 shares, outstanding 10 shares) and paid-in capital                2,200.0       2,200.0      2,200.0
Net income retained for use in the business                        8,452.3       7,351.6      7,128.4
Net unrealized gains on securities                                   257.4         381.5        306.6
Unrealized accumulated foreign currency translation adjustment      (188.3)       (141.5)      (136.2)
                                                               ------------  ------------ ------------
   Accumulated other comprehensive income                             69.1         240.0        170.4
                                                              ------------   ------------ ------------
   Total stockholder's equity                                     10,721.4       9,791.6      9,498.8
                                                               ------------  ------------ ------------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                     $ 141,729.0   $ 131,471.5  $ 118,622.8
                                                               ============  ============ ============

</TABLE>

Certain   amounts  for  1998  have  been   reclassified  to  conform  with  1999
classifications.

Reference should be made to the Notes to Consolidated Financial Statements






<PAGE>

                                                                      Exhibit 20
                                                                     Page 2 of 7

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

<TABLE>
<CAPTION>
                                                          Period Ended September 30,
                                                 ---------------------------------------------
                                                     Third Quarter           Nine Months
                                                 ---------------------- ----------------------
                                                    1999       1998        1999       1998
                                                 ----------- ---------- ----------- ----------
                                                           (in millions of dollars)
FINANCING REVENUE
<S>                                              <C>         <C>         <C>        <C>
Retail and lease financing                       $  1,095.2  $    982.1  $ 3,170.3  $ 2,834.4
Operating leases                                    1,902.1     1,822.2    5,494.4    5,415.8
Wholesale, commercial and other loans                 482.7       345.9    1,453.6    1,211.5
                                                 ----------- ---------- ----------- ----------
   Total financing revenue                          3,480.0     3,150.2   10,118.3    9,461.7
Interest and discount                               1,666.9     1,477.5    4,717.8    4,316.7
Depreciation on operating leases                    1,225.7     1,149.1    3,575.9    3,488.2
                                                 ----------- ---------- ----------- ----------
   Net financing revenue                              587.4       523.6    1,824.6    1,656.8
Insurance premiums earned                             449.7       466.1    1,338.5    1,416.9
Mortgage revenue                                      789.2       537.7    2,247.7    1,455.6
Other income                                          483.4       292.5    1,222.9      960.2
                                                 ----------- ---------- ----------- ----------
   Net financing revenue and other                  2,309.7     1,819.9    6,633.7    5,489.5
                                                 ----------- ---------- ----------- ----------

EXPENSES
Salaries and benefits                                 431.0       298.9    1,225.1      909.5
Other operating expenses                              767.5       630.6    2,101.6    1,692.1
Insurance losses and loss adjustment expenses         358.8       353.4    1,044.1    1,079.6
Provision for credit losses                            97.8        93.9      327.5      322.6
                                                 ----------- ---------- ----------- ----------
   Total expenses                                   1,655.1     1,376.8    4,698.3    4,003.8
                                                 ----------- ---------- ----------- ----------

Income before income taxes                            654.6       443.1    1,935.4    1,485.7
United States, foreign and other income taxes         262.3       130.0      759.7      458.6
                                                 ----------- ---------- ----------- ----------
NET INCOME                                            392.3       313.1    1,175.7    1,027.1

Net income retained for use in the business
 at beginning of the period                         8,060.0     6,890.3    7,351.6    6,326.3
                                                 ----------- ---------- ----------- ----------
Total                                               8,452.3     7,203.4    8,527.3    7,353.4
Cash dividends                                         --          75.0       75.0      225.0
                                                 ----------- ---------- ----------- ----------
NET INCOME RETAINED FOR USE IN THE BUSINESS
   AT END OF THE PERIOD                           $ 8,452.3   $ 7,128.4  $ 8,452.3  $ 7,128.4
                                                  =========== ========== =========== ==========

TOTAL COMPREHENSIVE INCOME                        $   347.6   $   244.0  $ 1,004.8  $   967.7
                                                  =========== ========== ========== ===========

</TABLE>

<PAGE>
                                                                     Exhibit 20
                                                                     Page 3 of 7

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                  Nine Months Ended
                                                                    September 30,
                                                                 ---------------------
                                                                   1999       1998
                                                                 ---------- ----------
                                                                   (in millions of
                                                                        dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                              <C>        <C>
Net income                                                       $ 1,175.7  $ 1,027.1
Depreciation                                                       3,666.6    3,542.9
Provision for credit losses                                          327.5      322.6
Gains on sales of finance receivables                                (64.2)     (31.0)
Gains on sales of available for sale investment securities          (137.0)    (111.2)
Mortgage loans - originations/purchases                          (39,107.5) (39,491.7)
               - proceeds on sale                                 42,362.8   39,186.6
Mortgage related securities held for trading
                                             - acquisitions         (989.9)  (1,678.6)
                                             - liquidations        1,283.8      897.5
Changes in the following items:
  Due to General Motors Corporation and affiliated companies        (377.3)     631.4
  Taxes payable and deferred                                         504.1      206.9
  Interest payable                                                   379.8      292.4
  Other assets                                                      (576.2)    (613.8)
  Other liabilities                                                  683.7      447.3
Other                                                                301.2      261.5
                                                                 ---------- ----------
  Net cash provided by operating activities                        9,433.1    4,889.9
                                                                 ---------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES
Finance receivables               - acquisitions                (138,717.9)(112,821.4)
                                  - liquidations                 100,272.0   86,578.6
Notes receivable from General Motors Corporation                  (1,167.3)  (1,774.4)
Operating leases                  - acquisitions                 (13,947.6) (13,899.6)
                                  - liquidations                   8,601.7    7,819.1
Investments in available for sale securities:
                                  - acquisitions                 (15,570.1) (14,286.2)
                                  - maturities                    13,453.3   12,004.9
                                  - proceeds from sales            1,760.4    2,836.3
Investments in held to maturity securities:
                                   - acquisitions                   (107.4)       -
                                   - maturities                        -          -
Mortgage servicing rights          - acquisitions                 (1,198.9)    (897.4)
                                   - liquidations                     33.6       66.9
Proceeds from sales of receivables - wholesale                    30,600.8   20,406.7
                                   - retail                        4,519.0    1,515.6
Net increase in short-term factored receivables                     (225.3)       -
Due and deferred from receivable sales                               131.1      513.2
Net acquisitions of subsidiaries                                  (2,120.4)     (58.3)
Other                                                               (116.1)     144.3
                                                                 ---------- ----------
  Net cash used in investing activities                          (13,799.1) (11,851.7)
                                                                 ---------- ----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt                          21,671.9   13,930.2
Principal payments on long-term debt                             (10,536.1)  (9,616.6)
Change in short-term debt, net                                    (6,988.2)   2,179.2
Notes payable to General Motors Corporation                          -          550.0
Dividends paid                                                       (75.0)    (225.0)
                                                                 ---------- ----------
  Net cash provided by financing activities                        4,072.6    6,817.8
                                                                 ---------- ----------

Effect of exchange rate changes on cash and cash equivalents           0.9       (1.0)
                                                                 ---------- ----------

  Net decrease in cash and cash equivalents                         (292.5)    (145.0)
Cash and cash equivalents at the beginning of the period             618.1      759.2
                                                                 ========== ==========
Cash and cash equivalents at the end of the period               $   325.6  $   614.2
                                                                 ========== ==========

SUPPLEMENTARY CASH FLOWS INFORMATION
  Interest paid                                                  $ 4,245.3  $ 3,954.5
  Income taxes paid                                                  124.1      206.2

Certain   amounts  for  1998  have  been   reclassified  to  conform  with  1999
classifications. Reference should be made to the Notes to Consolidated Financial
Statements
</TABLE>
<PAGE>

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                CONSOLIDATED STATEMENT OF CASH FLOWS (CONCLUDED)


SUPPLEMENTARY CASH FLOWS INFORMATION (CONCLUDED)

During the nine  months  ended  September  30, 1999 and 1998,  assets  acquired,
liabilities  assumed,  and consideration paid for the acquisitions of businesses
were as follows:

                                          Nine Months Ended
                                            September 30,
                                          ------------------
                                          1999          1998
                                       -----------  -----------
                                       (in millions of dollars)
Fair value of assets acquired          $ 6,622.1    $   72.8
Cash acquired                              (43.9)       --
Liabilities assumed                     (4,457.8)      (14.5)
                                      ===========   ==========
Net acquisitions                       $ 2,120.4    $   58.3
                                      ===========   ==========





















<PAGE>




                                                                     Exhibit 20
                                                                     Page 4 of 7

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  FINANCE RECEIVABLES

The composition of finance receivables outstanding is summarized as follows:

                                September 30,    December 31,      September 30,
                                   1999              1998              1998
                                ------------     -----------       ------------
                                           (in millions of dollars)
United States
  Retail                        $ 34,654.7       $33,320.9         $31,748.1
  Wholesale                       16,021.2        17,721.7          13,719.4
  Commercial                       2,187.8            71.4             --
  Leasing and lease financing        600.3           631.8             602.4
  Other                            7,963.1         4,919.0           4,213.9
                               ------------     -----------      ------------
Total United States               61,427.1        56,664.8          50,283.8
                               ------------     -----------      ------------

Europe
  Retail                           5,768.5         5,282.0           5,321.3
  Wholesale                        3,596.8         4,422.5           3,324.0
  Commercial                       1,016.8           --                --
  Leasing and lease financing        457.2           483.3             516.1
  Other                              481.5           473.6             381.0
                               ------------     -----------      ------------
Total Europe                      11,320.8        10,661.4           9,542.4
                               ------------     -----------      ------------

Canada
  Retail                           2,077.1         1,747.2           1,686.6
  Wholesale                        2,088.4         1,935.7           1,739.4
  Commercial                         171.5           --                --
  Leasing and lease financing        821.5           806.0             893.8
  Other                              145.7           119.1              78.0
                               ------------     -----------      ------------
Total Canada                       5,304.2         4,608.0           4,397.8
                               ------------     -----------      ------------

Other Countries
  Retail                           2,442.3         2,308.2           2,278.6
  Wholesale                          969.5         1,017.7             862.7
  Leasing and lease financing        704.1           583.3             534.5
  Other                              188.9           258.2             205.3
                               ------------     -----------      ------------
Total Other Countries              4,304.8         4,167.4           3,881.1
                               ------------     -----------      ------------

Total finance receivables         82,356.9        76,101.6          68,105.1
                               ------------     -----------      ------------

Deductions
  Unearned income                  4,227.9         3,979.8           4,028.8
  Allowance for credit losses      1,148.3         1,020.6             982.7
                               ------------     -----------      ------------
Total deductions                   5,376.2         5,000.4           5,011.5
                               ------------     -----------      ------------
Finance receivables, net         $76,980.7       $71,101.2         $63,093.6
                               ============     ===========      ============



<PAGE>

                                                                     Exhibit 20
                                                                     Page 5 of 7

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2.  NOTES, LOANS AND DEBENTURES PAYABLE WITHIN ONE YEAR

                                  September 30,    December 31,    September 30,
                                      1999             1998             1998
                                  ------------     ------------    ------------
                                            (in millions of dollars)

Short-term notes
 Commercial paper                 $ 29,813.6       $ 32,138.8        $ 26,406.4
 Master notes                        1,158.8            652.2             472.1
 Demand notes                        4,736.3          6,445.5           5,695.3
 Other                               1,162.0          1,437.2           1,230.3
                                 ------------     ------------     ------------
Total principal amount              36,870.7         40,673.7          33,804.1
Unamortized discount                  (312.0)          (127.5)           (137.2)
                                 ------------     ------------     ------------
Total                               36,558.7         40,546.2          33,666.9
                                 ------------     ------------     ------------

Bank loans and overdrafts
 United States                       2,592.0          1,669.9           2,291.0
 Other countries                     5,847.2          6,543.1           5,419.7
                                 ------------     ------------     ------------
Total                                8,439.2          8,213.0           7,710.7
                                 ------------     ------------     ------------

Other notes, loans and debentures
 payable within one year
 United States                      10,568.4         10,518.6           9,797.0
 Other countries                     3,081.8          1,538.9           1,386.9
                                 ------------     ------------      ------------
Total                               13,650.2         12,057.5          11,183.9
                                 ------------     ------------      ------------

Total payable within one year     $ 58,648.1       $ 60,816.7        $ 52,561.5
                                 ============     ============      ============









<PAGE>

                                                                     Exhibit 20
                                                                     Page 6 of 7

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 3.  NOTES, LOANS AND DEBENTURES PAYABLE AFTER ONE YEAR

<TABLE>
<CAPTION>
<S>                     <C>                    <C>              <C>               <C>
                         Weighted Average
                         interest rates at     September 30,    December 31,      September 30,
                        September 30, 1999         1999             1998             1998
                        ------------------     -------------    ------------      ------------
                                                              (in millions of dollars)
1999                                           $     --         $    --           $   1,917.9
2000                          5.7%                2,489.1           10,195.4          7,992.5
2001                          6.0%               11,953.3            7,795.8          6,211.5
2002                          5.6%               10,379.5            7,039.2          6,787.9
2003                          5.9%                7,267.5            6,929.3          5,310.6
2004                          6.2%                4,438.9              997.2            413.6
2005 - 2009                   5.8%                5,850.0            2,673.9          3,190.4
2010 - 2014                   8.1%                2,841.2            1,600.0          1,400.0
2015 - 2019                  10.3%                  373.8              373.8            373.8
2020 - 2049                   5.1%                   75.0               75.0             75.0
                                              ------------       ------------     ------------
Total United sTATES                              45,668.3           37,679.6         33,673.2

Other countries
1999 - 2008                   5.3%               10,682.6            8,347.6          7,937.8
                                              ------------       ------------     ------------

Total notes, loans and debentures                56,350.9           46,027.2         41,611.0
                                              ------------       ------------     ------------
Unamortized discount                               (636.6)            (670.7)          (673.3)
                                              ------------       ------------     ------------

Total payable after one year                   $ 55,714.3       $   45,356.5      $  40,937.7
                                              ============      =============     ============

</TABLE>




<PAGE>


                                                                     Exhibit 20
                                                                    Page 7 of 7

                           GENERAL MOTORS ACCEPTANCE CORPORATION
                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4. SEGMENT INFORMATION

GMAC's  reportable  operating  segments  include GMAC North  American  Financing
Operations  (GMAC-NAO),   GMAC  International  Financing  Operations  (GMAC-IO),
Insurance Operations (GMACI) and Mortgage Operations (GMACMG). GMAC-NAO consists
of the United States and Canada, and GMAC-IO consists of all other countries and
Puerto Rico.

Financial results of GMAC's operating  segments for the quarters and nine months
ended September 30, 1999 and 1998 are summarized below:

(in millions of dollars)

<TABLE>
<CAPTION>
                                                                                           Eliminations/
                                GMAC-NAO       GMAC-IO        GMACI        GMACMG        Reclassifications     Total
                               ----------     ---------      --------     --------       -----------------  -----------
For the Quarters Ended:
SEPTEMBER 30, 1999
<S>                            <C>            <C>            <C>          <C>            <C>                <C>
Net financing
revenue                        $   344.4      $ 216.3        $    0.0     $    0.0       $   26.7            $  587.4

Other revenue                      503.8         40.7           590.5        618.9          (31.6)            1,722.3

Net income                         235.6         50.9            54.8         51.0            0.0               392.3

SEPTEMBER 30, 1998
Net financing
revenue                        $   339.8      $ 205.2        $    0.0     $    0.0       $  (21.4)           $  523.6

Other revenue                      339.2          7.6           579.1        351.0           19.4             1,296.3

Net income                         195.4         54.1            54.2          9.4            0.0               313.1

For the Nine Months Ended:
SEPTEMBER 30, 1999
Net financing
revenue                        $ 1,097.9      $ 665.4        $    0.0     $    0.0       $   61.3            $1,824.6

Other revenue                    1,300.2         65.9         1,761.4      1,756.7          (75.1)            4,809.1

Net income                         640.4        150.2           169.9        215.2            0.0             1,175.7

SEPTEMBER 30, 1998
Net financing
revenue                        $ 1,081.4      $ 613.8        $    0.0     $    0.0          (38.4)           $1,656.8

Other revenue                    1,046.8         20.7         1,790.8        943.7           30.7             3,832.7

Net income                         618.0        166.1           187.8         55.2            0.0             1,027.1



</TABLE>


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     This Schedule  contains summary  financial  information  extracted from the
General Motors  Acceptance  Corporation Form 10-Q for the period ending June 30,
1999  and  is  qualified  in  its  entirety   by  reference  to  such  financial
statements.
</LEGEND>
<CIK>                                          0000040729
<NAME>                                         GMAC
<MULTIPLIER>                                   1,000,000

<S>                                            <C>
<PERIOD-TYPE>                                  9-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-END>                                   SEP-30-1999
<CASH>                                             326
<SECURITIES>                                     8,823
<RECEIVABLES>                                   82,357
<ALLOWANCES>                                    (1,148)
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                          38,485
<DEPRECIATION>                                  (7,709)
<TOTAL-ASSETS>                                 141,729
<CURRENT-LIABILITIES>                           70,233
<BONDS>                                         55,714
                                0
                                          0
<COMMON>                                         2,200
<OTHER-SE>                                       8,521
<TOTAL-LIABILITY-AND-EQUITY>                   141,729
<SALES>                                              0
<TOTAL-REVENUES>                                14,928
<CGS>                                                0
<TOTAL-COSTS>                                    4,620
<OTHER-EXPENSES>                                 3,327
<LOSS-PROVISION>                                   327
<INTEREST-EXPENSE>                               4,718
<INCOME-PRETAX>                                  1,936
<INCOME-TAX>                                       760
<INCOME-CONTINUING>                              1,176
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,176
<EPS-BASIC>                                        0
<EPS-DILUTED>                                        0





</TABLE>


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