UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

Commission file number 1-3754

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

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 June 30, 2000, there were outstanding 10 shares of the issuer’s common stock.

Documents incorporated by reference. None.

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).

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

EARNINGS

GMAC earned consolidated net income of $395.1 million, up 1% from the $391.1 million earned in the second quarter of 1999. Net income for the first six months of 2000 was $792.4 million, up 1% from the $783.4 million reported in the same period a year ago.

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

For the quarter, net income from automotive and other financing operations totaled $278.0 million, up $3.5 million from the $274.5 million earned in the second quarter of last year. The continued growth in assets offset the negative impact from recent increases in borrowing costs.

Insurance operations generated net income of $57.2 million in the second quarter of 2000, up 13.9% from the $50.2 million earned in the second quarter of 1999. Earnings were higher primarily due to higher investment and other income.

Mortgage operations earned $59.9 million in the second quarter of 2000, down 9.8% from the $66.4 million earned for the same period last year. The decline in quarter-over-quarter performance reflects a general slowdown in volume due to rising mortgage interest rates.

UNITED STATES NEW PASSENGER CAR AND TRUCK DELIVERIES

U.S. deliveries of new General Motors (GM) vehicles during the second quarter and the first six months of 2000 were unchanged compared to the comparable periods in 1999. The increase in financing penetration in the second quarter and six months of 2000 was primarily the result of increased incentive programs sponsored by GM.

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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:

The number of new vehicles financed in the U.S. during the second quarter and first six months of 2000 was higher than the comparable periods in 1999, primarily as a result of an overall increase in the percentage of new GM vehicle deliveries financed by GMAC.

GMAC also provides wholesale financing for GM and other dealers’ new and used vehicle inventories. In the United States, inventory financing was provided for 1,004,000 and 1,870,000 new GM vehicles during the second quarter and first six months of 2000, respectively, compared with 860,000 and 1,728,000 new GM vehicles during the respective periods in 1999. GMAC’s wholesale financing represented 70.5% of all GM vehicle sales to U.S. dealers during the first six months of 2000, up from 65.0% for the comparable period a year ago. The increase in wholesale penetration levels was attributable to marketing initiatives and competitive pricing strategies offered by the Company.

INCOME AND EXPENSES

Financing revenue totaled $3,827.9 million and $7,607.3 million in the second quarter and first six months of 2000, respectively, compared to $3,361.2 million and $6,638.3 million for the comparable periods in 1999. The growth was mainly due to higher average retail, wholesale, operating lease and other loan receivable balances, which resulted primarily from strong GM sales levels and continued GM-sponsored special financing programs.

The Company’s worldwide cost of borrowing, including the effects of derivatives, for the second quarter and first six months of 2000 averaged 6.39% and 6.30%, respectively, compared to 5.53% and 5.52% for the same periods in 1999. Total borrowing costs for U.S. operations averaged 6.56% and 6.45% for the second quarter and first six months of 2000, respectively, compared to 5.45% for both the second quarter and first six months of 1999. The increase in average borrowing costs was mainly a result of the steady increase in market interest rates beginning in the third quarter of 1999.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

INCOME AND EXPENSES (concluded)

Other income totaled $584.5 million and $1,104.1 million for the second quarter and six months ended June 30, 2000, respectively, compared to $365.4 million and $739.5 million during the comparable 1999 periods. The change from the comparable periods in 1999 was mainly attributable to increases in interest and servicing fees earned on receivables due from GM and the inclusion of GMAC Commercial Credit LLC, which was acquired in July 1999.

Consolidated salaries and other operating expenses totaled $1,318.7 million and $2,600.5 million for the second quarter and first six months of 2000, respectively, compared to $1,111.3 million and $2,128.2 million for the comparable periods last year. The increase was mainly attributable to continued growth and acquisitions at GMAC and GMACMG during the last two quarters of 1999. Additionally, GMAC acquisitions during 1999 contributed to a rise in goodwill amortization.

Annualized net retail losses were 0.53% and 0.56% of total average serviced automotive receivables during the second quarter and first six months of 2000, respectively, compared to 0.51% and 0.61% for the same periods last year. The provision for credit losses totaled $237.7 million and $229.7 million for the six month periods ended June 30, 2000 and 1999.

The effective income tax rate for the first six months of 2000 was 37.0%, compared to 38.6% and 38.8% for the periods ended December 31, 1999 and June 30, 1999, respectively. The decline in the effective tax rate can be attributed to decreases in accruals from prior years based upon periodic assessment of the adequacy of such accruals primarily for tax liabilities of non-U.S. operations.

INSURANCE OPERATIONS

Net premiums earned by GMACI and its subsidiaries totaled $466.0 million and $928.1 million for the second quarter and six months ended June 30, 2000, respectively, compared to $442.2 million and $888.8 million for the same periods during 1999. This increase was a result of higher volume in the mechanical repair protection, personal auto, property and casualty reinsurance, and international lines of business. These increases were partially offset by the loss of premium due to the July 1999 termination of a commercial auto dealership program.

Pre-tax capital gains and investment and other income at GMACI totaled $159.6 million and $305.3 million for the second quarter and first six months of 2000, compared to $148.7 million and $289.0 million for the same periods in 1999. The increase was due to higher service fee income related to the mechanical repair protection line of business and to higher investment income.

Insurance losses and loss adjustment expenses totaled $369.7 million and $730.1 million during the second quarter and six months of 2000, respectively, compared to $338.1 and $685.3 million for the comparable periods in 1999. The increase in 2000 was primarily due to higher volume in mechanical repair protection as well as higher storm-related losses in personal and commercial auto lines of business as well as property and casualty reinsurance.

Net income was $57.2 million and $119.6 million for the second quarter and six months ended June 30, 2000, respectively, compared to $50.2 million and $115.1 million for the same periods in 1999. Earnings increased due to higher investment and other income.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

MORTGAGE OPERATIONS

Mortgage revenue totaled $877.0 million and $1,736.8 million for the second quarter and first six months of 2000, respectively, compared to $730.3 million and $1,458.5 million for the comparable periods in 1999. The growth in revenue can be attributed to increases in mortgage servicing, processing and investment fees, and other income. Significant acquisitions in both the first and second quarter of 2000 contributed to these increases.

During the second quarter and first six months of 2000, GMACMG loan origination, production and correspondent loan volume totaled $17.5 billion and $30.6 billion, respectively, compared to $21.4 billion and $39.1 billion for the same periods in 1999. The decline can be attributed to interest rate increases. The combined GMACMG servicing portfolio, excluding GMAC term loans to dealers, totaled $301.0 billion at June 30, 2000, compared with $292.2 billion serviced at December 31, 1999. The increase was the result of significant servicing portfolio acquisitions made during the first and second quarters of 2000.

Net income was $59.9 million and $132.7 million for the second quarter and six months ended June 30, 2000, respectively, compared to $66.4 million and $164.2 million for the same periods in 1999. The decline in net income was primarily attributable to increased cost of funds due to higher borrowing rates and a reduction in volume.

FINANCIAL CONDITION AND LIQUIDITY

At June 30, 2000, the Company owned assets and serviced automotive receivables totaling $173.3 billion, $11.0 billion above December 31, 1999. The increase over year-end was principally the result of higher commercial and other loan receivables, serviced retail loan receivables, other assets, serviced wholesale loan receivables, operating lease assets and due and deferred from receivable sales. These increases were partially offset by a decline in real estate mortgages held for sale.

Finance receivables serviced by the Company, including sold receivables, totaled $104.5 billion at June 30, 2000, $7.6 billion above December 31, 1999 levels. This increase was primarily a result of a $3.1 billion increase in commercial and other loan receivables, a $2.7 billion increase in serviced retail loan receivables and a $1.9 billion increase in serviced wholesale loan receivables. The change in commercial and other loan receivables was primarily attributable to increases in secured notes as well as continued growth at Commercial Credit LLC. Continued GM-sponsored retail financing incentives contributed to the rise in serviced retail loan receivables. The increase in serviced wholesale loan receivables over year-end was a result of an overall increase in the number of units financed in the industry and higher penetration levels.

Other assets at June 30, 2000 totaled $11.7 billion, compared with $9.6 billion at December 31, 1999. The increase over year-end 1999 was the result of GMAC and GM entering into a lease arrangement during the first quarter of 2000. Under this transaction, GM transferred to GMAC three properties located in Michigan totaling $479.1 million, representing an equity contribution. In addition, GMAC’s off-lease vehicles that have not been sold totaled $1,019.4 million at June 30, 2000, $519.6 million above December 31, 1999 primarily due to GMAC’s increased leasing volume over the past few years. Also contributing to this increase, other mortgage related assets totaled $2,923.2 million at June 30, 2000, compared to $1,979.2 million at December 31, 1999. The increase in other mortgage related assets was primarily due to the GMACMG acquisition of Nippon Asset Management, a Japanese real estate holding company, during the second quarter of 2000. In addition, GMACMG increased activity in its Purchased Model Homes program in the first quarter of 2000.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

FINANCIAL CONDITION AND LIQUIDITY (concluded)

Consolidated operating lease assets, net of depreciation, totaled $31.1 billion at June 30, 2000, reflecting an increase of $0.8 billion over December 31,1999. Due to the continued growth in the U.S. automotive market, GM total sales were up 3.1% over last year, resulting in an increase in the number of GMAC units financed. In addition to the strong market, continued GM-sponsored lease incentive programs led to an increase in the percentage of new vehicles financed by GMAC.

The Company’s due and deferred from receivable sales (net) totaled $1,078.1 million at June 30, 2000, compared with $742.2 million at December 31, 1999. The increase over year-end was mainly due to an increase in cash deposits held for trusts related to a sale of wholesale receivables and two sales of retail receivables that occurred during the second quarter of 2000.

The real estate mortgage inventory held for sale amounted to $5.1 billion at June 30, 2000, $0.6 billion below December 31, 1999, respectively. The lower balance is due to an increase in the volume of loans that were securitized during the first six months of 2000.

As of June 30, 2000, GMAC’s total borrowings were $126.7 billion, compared with $121.2 billion at December 31, 1999. The increased borrowings since December 31,1999 were used to fund increased asset levels. GMAC’s ratio of consolidated debt to total stockholder’s equity at June 30, 2000 was 9.6:1, compared to 10.9:1 at December 31, 1999. The decline was due to capital contributions from GM totaling $1,479.1 million during the first quarter of 2000 and an increase of $792.4 million in retained earnings in the first six months of 2000.

The Company maintains substantial bank lines of credit which totaled $46.9 billion at June 30, 2000, compared to $46.2 billion at year-end 1999 and $45.6 billion at June 30, 1999. The unused portion of these credit lines increased by $2.5 billion and $2.3 billion from December 31 and June 30, 1999, respectively, to $38.1 billion at June 30, 2000. Included in the unused credit lines at June 30, 2000, is a $14.7 billion syndicated multi-currency global credit facility available for use in the U.S. by GMAC and in Europe by GMAC International Finance B.V. and GMAC (UK) plc. The entire $14.7 billion is available to GMAC in the U.S., $0.9 billion is available to GMAC (UK) plc and $0.8 billion is available to GMAC International Finance B.V. At June 30, 1999, syndicated revolving credit facilities of $14.7 billion were available for use by these entities. The syndicated credit facility serves primarily as back up for the Company’s unsecured commercial paper programs. Also included in the unused credit lines is a $12.3 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.

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. This covenant is only applicable under certain conditions. Those conditions are not in effect now and were not in effect during the quarter ended June 30, 2000.

As discussed in the Company’s 1999 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 increased from $77.6 billion at December 31, 1999 to $90.6 billion at June 30, 2000. The change is primarily attributable to an increase in financial instruments associated with GMAC’s increased debt levels.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

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.

ACCOUNTING STANDARDS

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. During the second quarter of 1999, the FASB issued SFAS No. 137, Accounting for Derivative Instruments and Hedging ActivitiesÈDeferral of the Effective Date of FASB Statement No. 133, which delayed implementation 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.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company did not become a party to any material pending legal proceedings during the second quarter ended June 30, 2000, or prior to the filing of this report.

ITEM 5. OTHER INFORMATION

RATIO OF EARNINGS TO FIXED CHARGES

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

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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.

10

Exhibit 20
Page 1 of 7

GENERAL MOTORS ACCEPTANCE CORPORATION
CONSOLIDATED BALANCE SHEET

Reference should be made to the Notes to Consolidated Financial Statements

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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

12

Exhibit 20
Page 3 of 7

GENERAL MOTORS ACCEPTANCE CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS

13

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:

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Exhibit 20
Page 5 of 7

GENERAL MOTORS ACCEPTANCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. DEBT

15

Exhibit 20
Page 6 of 7

GENERAL MOTORS ACCEPTANCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3. TRANSACTIONS WITH AFFILIATES

During the first quarter of 2000, GMAC received capital contributions from GM totaling $1,479.1 million. The Company and GM entered into a lease arrangement during the first quarter of 2000. Under this transaction, GM transferred to GMAC three properties located in Michigan totaling $479.1 million, representing an equity contribution. As part of the lease arrangement, the Company will fund and capitalize improvements to these properties totaling $1.2 billion over the next four years. The lease arrangement also provides for the properties to be leased to GM for sixteen years. In addition, GMAC received a cash contribution from GM for $1.0 billion during the first quarter of 2000.

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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 six months ended June 30, 2000 and 1999 are summarized below:

(in millions of dollars)

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