CAPITAL AUTO RECEIVABLES INC
10-Q, 1994-08-15
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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 JUNE 30, 1994, OR 


___ TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE 
    ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO __________. 



      CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1       33-49169
      CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1       33-49307 
      CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2       33-49307
      CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3       33-49307  
      -------------------------------------------       ---------------
            (Exact name of registrants as               Commission file
             specified in its charter)                      number




A Delaware Business Trust                         13-3284790 
- - --------------------------------                  ------------------
(State or other jurisdiction of                   (I.R.S. Employer 
 incorporation or organization)                   Identification No.) 


c/o Bankers Trust (Delaware)
1001 Jefferson, Suite 550,
Wilmington, Delaware                              19801
- - ----------------------------------------          ---------- 
(Address of principal executive offices)          (Zip Code)



Registrants' telephone number, including area code (212) 250-6864 
                                                   -------------- 



Securities registered pursuant to Section 12(b) of the Act:  (None) 
Section 12(g) of the Act:  (None). 



     Indicate by check mark whether each of the registrants (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   .
                                         --       --











<PAGE>2

 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 I.  FINANCIAL INFORMATION 


     The required information is given as to each of the registrants as shown
on page 1 herein.



ITEM 1. FINANCIAL STATEMENTS. 


        1.  Statement of Assets and Liabilities, June 30, 1994,  
            December 31, 1993 and June 30, 1993. 
        
       2.  Statement of Distributable Income for the Six Months               
            Ended June 30, 1994 and 1993.
        
       3.  Notes to Financial Statements. 


     The above described Financial Statements for each of the registrants
are submitted herewith as Exhibits 20.1, 20.2, 20.3 and 20.4.


     In the opinion of management, the interim financial statements reflect
all adjustments, consisting of normal recurring items, which are necessary for
a fair presentation of the results for the interim periods presented.




                           ____________________
                                     






























                                    -2-

<PAGE>3

                                   PART II 


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


     Each of the Trusts was formed pursuant to a trust agreement between
Capital Auto Receivables, Inc. (the "Seller") and Bankers Trust (Delaware), as
Owner Trustee, and issued the following Asset-Backed Notes and Certificates.
Each Trust acquired retail finance receivables from the Seller in the
aggregate amount as shown below in exchange for asset-backed notes and asset-
backed certificates representing undivided interests in each of the Trusts. 
Each Trust's property includes a pool of retail instalment sale contracts for
automobiles and light trucks, certain monies due thereunder, security
interests in the vehicles financed thereby and certain other property.  


                          Retail
                          Finance
          Date of Sale    Receivables
          and Servicing            Aggregate      Asset-Backed   Asset-Backed 
Trust          Agreement           Amount            Notes    Certificates
- - ----------     -----------------   ---------    ---------------- ------------
                                (Millions)      (Millions)      (Millions)
Capital   December 17, 1992   $1,607.1       Class A-1 $  657.7  $  56.2
Auto                                              Class A-2 $  641.6 
Receivables                                       Class A-3 $  251.6
Asset Trust
1992-1

Capital   February 11, 1993   $2,912.9            Class A-1 $  322.0  $ 101.9   
Auto                                 Class A-2 $  225.0
Receivables                                  Class A-3 $  125.0
Asset Trust                                  Class A-4 $  478.0
1993-1                               Class A-5 $1,147.0
                                     Class A-6 $  318.0
                                     Class A-7 $  196.0

Capital   June 2, 1993        $2,009.3            Class A-1 $  750.0  $  58.6
Auto                                 Class A-2 $  100.0
Receivables                                  Class A-3 $  641.0
Asset Trust                                  Class A-4 $  403.0
1993-2

Capital   October 21, 1993    $2,504.9            Class A-1 $  430.0  $  81.4   
Auto                                 Class A-2 $   59.0
Receivables                                  Class A-3 $   63.0
Asset Trust                                  Class A-4 $  210.0
1993-3                               Class A-5 $  484.3
                                     Class A-6 $1,177.2  (Private 
                                                      Placement)

     General Motors Acceptance Corporation (GMAC), the originator of the
retail receivables, continues to service the receivables for the
aforementioned Trusts and receives compensation and fees for such services. 
Investors receive periodic payments of principal and interest for each class
of notes and certificates as the receivables are liquidated.
     
                           ____________________








                                    -3-

<PAGE>4        

                       PART II.  OTHER INFORMATION 



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K. 


         (a)  Exhibits: 

              20.1  Capital Auto Receivables Asset Trust 1992-1 Financial
                    Statements for the Six Months Ended June 30, 1994 and
                 1993. 
                    
              20.2  Capital Auto Receivables Asset Trust 1993-1 Financial
                    Statements for the Six Months Ended June 30, 1994 and
                 1993.    
 
                 20.3  Capital Auto Receivables Asset Trust 1993-2 Financial
                    Statements for the Six Months Ended June 30, 1994 and
                 1993.

            20.4  Capital Auto Receivables Asset Trust 1993-3 Financial
                    Statements for the Six Months Ended June 30, 1994.

        (b)  Reports on Form 8-K

            No Current Reports on Form 8-K have been filed by any of the
              abovementioned Owner Trusts during the quarter ended 
              June 30, 1994.



 

       



                       ____________________
     




























                                    -4-
<PAGE>5

                                  SIGNATURE 



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



                        CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1
                        CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1    
                          CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2
                        CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3 
               
                          



                                by:   Bankers Trust (Delaware)
                                ----------------------------------  
                                    (Owner Trustee, not in its 
                                     individual capacity but 
                                     solely as Owner Trustee on 
                                     behalf of the Issuer.)
 

                                   
                                 s\         Louis Bodi
                                 --------------------------------- 
                                      (Louis Bodi,
                                        Assistant Treasurer)

Date: August 15, 1994 
      --------------- 


 






























                                    -5-

<PAGE>6

                                 EXHIBIT INDEX  


Exhibit  
Number                                 Exhibit Name 
- - --------            ------------------------------------------------------- 
 20.1               Capital Auto Receivables Asset Trust 1992-1 Financial      
                    Statements for the Six Months Ended June 30, 1994 and   
                 1993. 
                    
 20.2               Capital Auto Receivables Asset Trust 1993-1 Financial      
                    Statements for the Six Months Ended June 30, 1994 and  
                 1993.
 
 20.3               Capital Auto Receivables Asset Trust 1993-2 Financial      
                    Statements for the Six Months Ended June 30, 1994 and
                 1993. 

 20.4               Capital Auto Receivables Asset Trust 1993-3 Financial      
                    Statements for the Six Months Ended June 30, 1994. 


















































<PAGE>7
                                                            

                                                             Exhibit 20.1
                                                             Page 1 of 4 


CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1

STATEMENT OF ASSETS, LIABILITIES AND EQUITY
(in millions of dollars) 


                                             June 30,   Dec. 31,   June 30,
                                               1994       1993       1993
                                             --------   --------   --------
ASSETS

Receivables (Note 2) ......................  $  457.4   $  759.3   $1,154.7    
                                             --------   --------   --------

TOTAL ASSETS ..............................  $  457.4   $  759.3   $1,154.7  
                                      ========   ========   ======== 
                                                                              


LIABILITIES AND EQUITY (NOTES 2 and 3)


Asset-Backed Notes ........................  $  418.4   $  709.7   $1,098.5
                                                      

Asset-Backed Certificates (Equity) ........      39.0       49.6       56.2
                                             --------   --------   --------    
      
TOTAL LIABILITIES AND EQUITY ..............  $  457.4   $  759.3   $1,154.7
                                             ========   ========   ========



Reference should be made to the Notes to Financial Statements.






























<PAGE>8

                                                            Exhibit 20.1
                                                             Page 2 of 4 

CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1

STATEMENT OF DISTRIBUTABLE INCOME 
(in millions of dollars) 




                                             Period Ended June 30     
                                      Second Quarter          Six Months
                                      --------------        --------------
                                      1994      1993        1994      1993 
                                      ----      ----        ----      ----    

Distributable Income 

  Allocable to Principal ......... $  140.9  $  226.9    $  301.9  $  452.3

  Allocable to Interest  .........      7.5      14.3        16.0      31.0
                                   --------  --------    --------  -------- 
Distributable Income ............. $  148.4  $  241.2    $  317.9  $  483.3
                                   ========  ========    ========  ========

Income Distributed ............... $  148.4  $  241.2    $  317.9  $  483.3
                                   ========  ========    ========  ========



Reference should be made to the Notes to Financial Statements.

 




































<PAGE>9

                                                      Exhibit 20.1
                                                             Page 3 of 4 



CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1 

NOTES TO FINANCIAL STATEMENTS  

NOTE 1.  BASIS OF ACCOUNTING 

The financial statements of Capital Auto Receivables Asset Trust 1992-1
(the "Trust") are prepared on the basis of cash receipts and cash
disbursements. Such financial statements differ from financial statements
prepared in accordance with generally accepted accounting principles in
that interest income and the related assets are recognized when received
rather than when earned and distributions to noteholders and
certificateholders are recognized when paid rather than when the respective
obligation is incurred. Certain expenses of the Trust are paid by Capital
Auto Receivables, Inc. (the "Seller").


NOTE 2.  SALE OF NOTES AND CERTIFICATES

On December 17, 1992, Capital Auto Receivables Asset Trust 1992-1 acquired
retail finance receivables aggregating approximately $1,607.1 million from
the Seller in exchange for three classes of Asset-Backed Notes representing 
indebtedness of the Trust of $657.7 million Class A-1; $641.6 million Class
A-2; $251.6 million Class A-3 and $56.2 million of Asset-Backed
Certificates representing equity interests in the Trust. The Trust property
includes a pool of retail instalment sale contracts for automobiles and
light trucks, certain monies due or received thereunder, security interests
in the vehicles financed thereby and certain other property. The Servicer
has the option to repurchase the remaining receivables and certain other
property on or after the date on which the principal balance declines to
10% or less of the aggregate amount financed.


NOTE 3.  PRINCIPAL AND INTEREST PAYMENTS

Payments of interest and principal (including prepayments) on the Notes are
made on the fifteenth day of March, June, September and December or, if any
such day is not a Business Day, on the next succeeding Business Day,
commencing March 15, 1993 (each, a "Payment Date"). Principal of the Notes
will be payable on each Payment Date in an amount equal to the sum of the
Noteholders' Principal Distributable Amounts for each of the three Monthly
Periods preceding such Payment Date, to the extent of funds available
therefor. Payments of principal on the Notes are made (i) on the Class A-1
Notes until they are paid in full, (ii) then on the Class A-2 Notes until
they are paid in full and (iii) then on the Class A-3 Notes until they are
paid in full. The principal balance of the Class A-1 Notes was paid in full
on September 15, 1993, the then-unpaid principal balance of the Class A-2
Notes will be payable on September 15, 1995 and the then-unpaid principal
balance of the Class A-3 Notes will be payable on December 15, 1997.  The
final scheduled Distribution Date for the Certificates will be December 15,
1997.  


On each Distribution Date on and after the date on which the Class A-1
Notes have been paid in full, Certificateholders will receive, in respect
of the certificate balance, an amount equal to the Certficateholders'
Principal Distributable Amount for the Monthly Period preceding such
Distribution Date, to the extent of funds available therefor.






<PAGE>10

                                                             Exhibit 20.1
                                                             Page 4 of 4 


CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1 

NOTES TO FINANCIAL STATEMENTS (concluded)

NOTE 3.  PRINCIPAL AND INTEREST PAYMENTS (concluded)


Interest on the outstanding principal amount of the Notes accrues from
December 15, 1992 (in the case of the Class A-2 Notes, December 17, 1992)
or, from the most recent Payment Date on which interest has been paid to
but excluding the following Payment Date.  During 1993, the Class A-1 Notes
received interest at the rate of 3.73% per annum. 

The Class A-2 Notes receive a floating rate of interest which is reset for
each Payment Date to be a rate equal to the lesser of (i) LIBOR plus 0.25%
and (ii) 10%.  The Class A-2 Notes received or will receive interest at a
weighted average rate of 3.6575% from January 1, 1993 through June 14,
1994.

The Class A-3 Notes will bear interest at the rate of 5.75% per annum.  
On each Distribution Date, the Owner Trustee will distribute pro rata to
Certificateholders accrued interest at the pass through rate of 6.20% per
annum on the outstanding Certificate Balance.


NOTE 4.  FEDERAL INCOME TAX

The Trust is classified as a grantor trust, and therefore is not taxable as
a corporation for federal income tax purposes.  Each Noteholder and
Certificateholder, by the acceptance of a Note or Certificate, agrees to
treat the Notes as indebtedness and the Certificates as equity interests in
the Trust for federal, state and local income and franchise tax purposes.





                                    



























<PAGE>11

                                                             Exhibit 20.2
                                                             Page 1 of 4 


CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1

STATEMENT OF ASSETS, LIABILITIES AND EQUITY
(in millions of dollars) 



                                             June 30,   Dec. 31,   June 30,
                                               1994       1993       1993
                                             -------    --------   --------
ASSETS

Receivables (Note 2) ......................  $1,120.5   $1,660.8   $2,389.1
                                             --------   --------   --------

TOTAL ASSETS ..............................  $1,120.5   $1,660.8   $2,389.1 
                                      ========   ========   ========

                                             


LIABILITIES AND EQUITY (NOTES 2 and 3)


Asset-Backed Notes ........................   $1,043.7   $1,565.8  $2,287.2
                                                      

Asset-Backed Certificates (Equity) ........       76.8       95.0     101.9
                                              --------   --------  -------- 
         
TOTAL LIABILITIES AND EQUITY ..............   $1,120.5   $1,660.8  $2,389.1
                                              ========   ========  ========



Reference should be made to the Notes to Financial Statements.






























<PAGE>12

                                                             Exhibit 20.2
                                                             Page 2 of 4 

CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1

STATEMENT OF DISTRIBUTABLE INCOME 
(in millions of dollars) 



                                             Period Ended June 30     
                                      Second Quarter          Six Months
                                      --------------        --------------
                                      1994      1993        1994      1993 
                                      ----      ----        ----      ----  
 

Distributable Income 

  Allocable to Principal ......... $  253.3  $  523.8    $  540.3  $  523.8

  Allocable to Interest  .........     14.9      28.8        32.6      29.8
                                   --------  --------    --------  --------
Distributable Income ............. $  268.2  $  552.6    $  572.9  $  553.6
                                   ========  ========    ========  ========


Income Distributed ............... $  268.2  $  552.6    $  572.9  $  553.6
                                   ========  ========    ========  ========



Reference should be made to the Notes to Financial Statements.

 
 

































<PAGE>13

                                                             Exhibit 20.2
                                                             Page 3 of 4 
                                                  

CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1 

NOTES TO FINANCIAL STATEMENTS  

NOTE 1.  BASIS OF ACCOUNTING 

The financial statements of Capital Auto Receivables Asset Trust 1993-1
(the "Trust") are prepared on the basis of cash receipts and cash
disbursements. Such financial statements differ from financial statements
prepared in accordance with generally accepted accounting principles in
that interest income and the related assets are recognized when received
rather than when earned and distributions to noteholders and
certificateholders are recognized when paid rather than when the respective
obligation is incurred. Certain expenses of the Trust are paid by Capital
Auto Receivables, Inc. (the "Seller").

NOTE 2.  SALE OF NOTES AND CERTIFICATES

On February 11, 1993, Capital Auto Receivables Asset Trust 1993-1 acquired
retail finance receivables aggregating approximately $2,912.9 million from
the Seller in exchange for seven classes of Asset-Backed Notes representing
indebtedness of the Trust of $322.0 million Class A-1; $225.0 million Class
A-2; $125.0 million Class A-3; $478.0 million Class A-4; $1,147.0 million
Class A-5; $318.0 million Class A-6; $196.0 million Class A-7 and $101.9
million of Asset-Backed Certificates representing equity interests in the
Trust. The Trust property includes a pool of retail instalment sale
contracts for automobiles and light trucks, certain monies due or received
thereunder, security interests in the vehicles financed thereby, the
interest rate cap and certain other property. The Servicer has the option
to repurchase the remaining receivables and certain other property on or
after the date on which the principal balance declines to 10% or less of
the aggregate amount financed.


NOTE 3.  PRINCIPAL AND INTEREST PAYMENTS

Payments of interest and principal (including prepayments) on the Notes are
made on the fifteenth day of February, May, August and November or, if any
such day is not a Business Day, on the next succeeding Business Day,
commencing May 17, 1993 (each, a "Payment Date"). Principal of the Notes
will be payable on each Payment Date in an amount equal to the sum of the
Noteholders' Principal Distributable Amounts for each of the three Monthly
Periods preceding such Payment Date, to the extent of funds available
therefor. Payments of principal on the Notes are payable by class in the
priorities set forth in the Indenture (previously filed by Form 8-K). 

The principal balance of the Class A-1 Notes was paid in full on May 17,
1993; the principal balance of the Class A-2 Notes was paid in full on
August 16, 1993; the principal balance of the Class A-3 Notes was paid in
full on November 15, 1993; the principal balance of the Class A-4 Notes was
paid in full on November 15, 1993; the then-unpaid principal balance of the
Class A-5 Notes will be payable on November 15, 1995; and the then-unpaid
principal balance of the Class A-6 Notes and the Class A-7 Notes will be
payable on February 17, 1998.  Payment of principal to the
Certificateholders in respect of the Certificate Balance was initiated in
1993, subsequent to the full payment of the Class A-1, Class A-2, Class 
A-3 and Class A-4 Notes.  On each Distribution Date, the Certificateholders
receive an amount equal to the Certificateholders' Principal Distributable
Amount for the Monthly Period preceding such Distribution Date, to the
extent of funds available  therefor.  The final scheduled Distribution Date
for the Certificates is February 17, 1998.



                                    

<PAGE>14

                                                             Exhibit 20.2
                                                             Page 4 of 4 


CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1

NOTES TO FINANCIAL STATEMENTS (concluded) 

NOTE 3.  PRINCIPAL AND INTEREST PAYMENTS (concluded)


Interest on the outstanding principal amount of the Notes accrues from
February 11, 1993 or, from the most recent Payment Date on which interest
has been paid to but excluding the following Payment Date. The Class A-1
Notes received interest at the rate of 3.1875% per annum.  The Class A-2
Notes received interest at the rate of 3.3125% per annum.  The Class A-3
Notes received interest at the rate of 3.4375% per annum.  The Class A-4
Notes received a floating rate of interest from February 11 through
November 14, 1993 at a weighted average rate of 3.2657%.

The Class A-5 Notes receive a floating rate of interest which is reset for
each Payment Date to be equal to LIBOR plus 0.15%.  The Class A-5 Notes
received or will receive interest at a weighted average rate of 3.4955%
from February 11, 1993 through May 15, 1994.

The Class A-6 Notes bear interest at the rate of 4.90% per annum.  The
Class A-7 Notes bear interest at the rate of 5.35% per annum.  On each
Distribution Date, the Owner Trustee distributes pro rata to
Certificateholders accrued interest at the pass-through rate of 5.85% per
annum on the outstanding Certificate Balance.

NOTE 4.  FINANCIAL INSTRUMENT WITH OFF-BALANCE SHEET RISK

The Trust is the holder of an interest rate cap agreement for the purpose
of managing its floating interest rate exposure.  An interest rate cap
agreement provides the holder protection against interest rate movements
above an established rate.  The notional amount of this interest rate cap
at June 30, 1994 was $529.7 million.

NOTE 5.  FEDERAL INCOME TAX

The Trust is classified as a grantor trust, and therefore is not taxable as
a corporation for federal income tax purposes.  Each Noteholder and
Certificateholder, by the acceptance of a Note or Certificate, agrees to
treat the Notes as indebtedness and the Certificates as equity interests in
the Trust for federal, state and local income and franchise tax purposes.























<PAGE>15

                                                             Exhibit 20.3
                                                             Page 1 of 4 


CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2

STATEMENT OF ASSETS, LIABILITIES AND EQUITY
(in millions of dollars) 



                                             June 30,   Dec. 31,   June 30,
                                               1994       1993       1993
                                             -------    --------   --------
ASSETS

Receivables (Note 2) ......................  $1,008.9   $1,423.2   $1,875.1
                                             --------   --------   --------

TOTAL ASSETS ..............................  $1,008.9   $1,423.2   $1,875.1  
                                      ========   ========   ======== 
                                             


LIABILITIES AND EQUITY (NOTES 2 and 3)


Asset-Backed Notes ........................  $  954.2   $1,364.6   $1,816.5 
                                                      

Asset-Backed Certificates (Equity) ........      54.7       58.6       58.6
                                             --------   --------   --------    
      
TOTAL LIABILITIES AND EQUITY ..............  $1,008.9   $1,423.2   $1,875.1  
                                             ========   ========   ========



Reference should be made to the Notes to Financial Statements.






























<PAGE>16

                                                             Exhibit 20.3
                                                             Page 2 of 4 

CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2

STATEMENT OF DISTRIBUTABLE INCOME 
(in millions of dollars) 




                                         
                                             Period Ended June 30     
                                      Second Quarter          Six Months
                                      --------------        --------------
                                      1994      1993        1994      1993 
                                      ----      ----        ----      ----    

Distributable Income 

  Allocable to Principal ......... $  200.5   $   77.5   $  414.3  $   77.5

  Allocable to Interest  .........     12.5        2.9       26.9       2.9
                                   --------   --------   --------  -------- 
Distributable Income ............. $  213.0   $   80.4   $  441.2  $   80.4
                                   ========   ========   ========  ========


Income Distributed ............... $  213.0   $   80.4   $  441.2  $   80.4
                                   ========   ========   ========  ========



Reference should be made to the Notes to Financial Statements.

 
                                             
































<PAGE>17

                                                             Exhibit 20.3
                                                             Page 3 of 4 
                                                  

CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2 

NOTES TO FINANCIAL STATEMENT  

NOTE 1.  BASIS OF ACCOUNTING 

The financial statements of Capital Auto Receivables Asset Trust 1993-2
(the "Trust") are prepared on the basis of cash receipts and cash
disbursements. Such financial statements differ from financial statements
prepared in accordance with generally accepted accounting principles in
that interest income and the related assets are recognized when received
rather than when earned and distributions to noteholders and
certificateholders are recognized when paid rather than when the respective
obligation is incurred. Certain expenses of the Trust are paid by Capital
Auto Receivables, Inc. (the "Seller").


NOTE 2.  SALE OF NOTES AND CERTIFICATES

On June 2, 1993, Capital Auto Receivables Asset Trust 1993-2 acquired
retail finance receivables aggregating approximately $2,009.3 million at a
discount of $56.7 million from the Seller in exchange for four classes of
Asset-Backed Notes representing indebtedness of the Trust of $750.0 million
Class A-1; $100.0 million Class A-2; $641.0 million Class A-3; $403.0
million Class A-4 and $58.6 million of Asset-Backed Certificates
representing equity interests in the Trust. The Trust property includes a
pool of retail instalment sale contracts for automobiles and light trucks,
certain monies due or received thereunder, security interests in the
vehicles financed thereby and certain other property. Substantially all of
the Receivables comprising the Trust property were acquired by GMAC under
special incentive rate financing programs.  The Servicer has the option to
repurchase the remaining receivables and certain other property on or after
the date on which the principal balance declines to 10% or less of the
aggregate amount financed.


NOTE 3.  PRINCIPAL AND INTEREST PAYMENTS

Payments of interest and principal (including prepayments) on the Notes are
made on the fifteenth day of each month or, if any such day is not a
Business Day, on the next succeeding Business Day, commencing June 15, 1993
(each, a "Distribution Date"). Principal of the Notes is payable on each
Distribution Date in an amount equal to the sum of the Noteholders'
Principal Distributable Amounts for the related Monthly Period to the
extent of funds available therefor. Payments of principal on the Notes are
payable by class in the priorities set forth in the Indenture (previously
filed by Form 8-K). The unpaid principal balance of the Class A-1 Notes was
paid in full on April 15, 1994; the unpaid principal balance of the Class
A-2 Notes was paid in full on May 16, 1994; the then-unpaid principal
balance of the Class A-3 Notes will be payable on November 15, 1995 and the
then-unpaid principal balance of the Class A-4 Notes will be payable on May
15, 1997.













<PAGE>18


                                                             Exhibit 20.3
                                                             Page 4 of 4 


CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2

NOTES TO FINANCIAL STATEMENT (concluded) 

NOTE 3.  PRINCIPAL AND INTEREST PAYMENTS (concluded)


On each Distribution Date on and after the date on which the Class A-1 and
Class A-2 Notes have been paid in full, Certificateholders will receive, in
respect of the certificate balance, an amount equal to the
Certificateholders' Principal Distributable Amount for the Monthly Period
preceding such Distribution Date, to the extent of funds available
therefor. The final scheduled Distribution Date for the Certificates is May
15, 1997.

Interest on the outstanding principal amount of the Notes accrues from June
2, 1993 or, from the most recent Distribution Date on which interest has
been paid to but excluding the following Distribution Date. 

The Class A-1 Notes received interest at the rate of 3.35% per annum.  The
Class A-2 Notes received interest at the rate of 3.71% per annum.

The Class A-3 Notes bear interest at the rate of 4.20% per annum.  The
Class A-4 Notes bear interest at the rate of 4.70% per annum. On each
Distribution Date, the Owner Trustee distributes pro rata to
Certificateholders accrued interest at the pass-through rate of 4.70% per
annum on the outstanding Certificate Balance.


NOTE 4.  FEDERAL INCOME TAX

The Trust is classified as a partnership, and therefore is not taxable as a
corporation for federal income tax purposes.  Each Noteholder and
Certificateholder, by the acceptance of a Note or Certificate, has agreed
to treat the Notes as indebtedness and the Certificates as equity interests
in the Trust for federal, state and local income and franchise tax
purposes.



























<PAGE>19


                                                             Exhibit 20.4
                                                             Page 1 of 4 


CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3

STATEMENT OF ASSETS, LIABILITIES AND EQUITY
(in millions of dollars) 




                                                    June 30,     Dec. 31,    
                                                      1994         1993       
                                                    --------     --------   
ASSETS

Receivables (Note 2) ........................       $1,730.5     $2,438.8  
                                                    --------     --------   

TOTAL ASSETS ................................       $1,730.5     $2,438.8     
                                            ========     ========   
                                             


LIABILITIES AND EQUITY (NOTES 2 and 3)


Asset-Backed Notes ..........................       $1,654.9     $2,357.4 
                                                      

Asset-Backed Certificates (Equity) ..........           75.6         81.4  
                                                    --------     --------      

TOTAL LIABILITIES AND EQUITY ................       $1,730.5     $2,438.8 
                                                    ========     ======== 



Reference should be made to the Notes to Financial Statements.




























<PAGE>20 

                                                             Exhibit 20.4
                                                             Page 2 of 4 

CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3

STATEMENT OF DISTRIBUTABLE INCOME 
(in millions of dollars) 


                                       
                                                     Period Ended June 30     
                                                  Second Quarter   Six Months
                                                  --------------   ----------
                                                        1994          1994
                                                        ----          ----     
      

Distributable Income 

  Allocable to Principal .........................   $  405.1       $  708.3

  Allocable to Interest  .........................       21.3           44.7
                                                      --------      --------
Distributable Income .............................   $  426.4       $  753.0
                                                      ========      ========

Income Distributed ...............................   $  426.4       $  753.0
                                                      ========      ========
  


Reference should be made to the Notes to Financial Statements.





































<PAGE>21


                                                             Exhibit 20.4
                                                             Page 3 of 4 
                                                  

CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3 

NOTES TO FINANCIAL STATEMENT  

NOTE 1.  BASIS OF ACCOUNTING 

The financial statements of Capital Auto Receivables Asset Trust 1993-3
(the "Trust") are prepared on the basis of cash receipts and cash
disbursements. Such financial statements differ from financial statements
prepared in accordance with generally accepted accounting principles in
that interest income and the related assets are recognized when received
rather than when earned and distributions to noteholders and
certificateholders are recognized when paid rather than when the respective
obligation is incurred. Certain expenses of the Trust are paid by Capital
Auto Receivables, Inc. (the "Seller").

NOTE 2.  SALE OF NOTES AND CERTIFICATES

On October 21, 1993, Capital Auto Receivables Asset Trust 1993-3 acquired
retail finance receivables aggregating approximately $2,504.9 million from
the Seller in exchange for six classes of Asset-Backed Notes representing
indebtedness of the Trust of $430.0 million Class A-1; $59.0 million Class
A-2; $63.0 million Class A-3; $210.0 million Class A-4; $484.3 million
Class A-5; $1,177.2 million Class A-6 and $81.4 million of Asset-Backed
Certificates representing equity interests in the Trust. The Trust property
includes a pool of retail instalment sale contracts for automobiles and
light trucks, monies due or received thereunder, security interests in the
vehicles financed thereby and certain other property. The Servicer has the
option to repurchase the remaining receivables and certain other property
on or after the date on which the principal balance declines to 10% or less
of the aggregate amount financed.


NOTE 3.  PRINCIPAL AND INTEREST PAYMENTS

Payments of interest on the Class A-1 Notes and the Class A-5 Notes will be
made on the fifteenth day of each month or, if any such day is not a
Business Day, on the next succeeding Business Day, commencing on November
15, 1993 (each a "Distribution Date"). Payments of interest on the Class A-
2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class A-6 Notes
are made on the fifteenth day of January, April, July and October or, if
any such day is not a Business Day, on the next succeeding Business Day,
commencing January 18, 1994 (each, a "Payment Date"). Principal of the
Notes will be payable by class in the priorities and in the amounts as set
forth in the Indenture (previously filed by Form 8-K), equal to the sum of
the Aggregate Noteholders' Principal Distributable Amounts to the extent of
funds available therefor. 

















<PAGE>22

                                                             
                                                      Exhibit 20.4
                                                             Page 4 of 4 


CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3

NOTES TO FINANCIAL STATEMENT (concluded) 

NOTE 3.  PRINCIPAL AND INTEREST PAYMENTS (concluded)

The unpaid principal balance of the Class A-1 Notes will be payable on
November 15, 1994; the principal balance of the Class A-2 Notes was paid in
full on January 18, 1994; the principal balance of the Class A-3 Notes was
paid in full on April 15, 1994; the principal balance of the Class A-4
Notes was paid in full on April 15, 1994; the then-unpaid principal balance
of the Class A-5 Notes will be payable on October 16, 1995; and the then-
unpaid principal balance of the Class A-6 Notes will be payable on October
15, 1998.  On each Distribution Date on and after the date on which the
Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes have been paid
(or provided for) in full, Certificateholders will receive, in respect of
the certificate balance, an amount equal to the Certificateholders'
Principal Distributable Amount for the Monthly Period preceding such
Distribution Date, to the extent of funds available therefor.  The final
scheduled Distribution Date for the Certificates will be October 15, 1998. 

Interest on the outstanding principal amount of the Notes accrues from
October 21, 1993 or, from the most recent Distribution Date or Payment
Date, as applicable, on which interest has been paid to but excluding the
following Payment Date. The Class A-1 Notes bear interest at the rate of
3.30% per annum.  The Class A-2 Notes received interest at the rate of
3.25% per annum.  The Class A-3 Notes received interest at the rate of
3.25% per annum.  The Class A-4 Notes received interest at the rate of
3.30% per annum. 

The Class A-5 Notes bear interest at the rate of 3.65% per annum.  The
Class A-6 Notes bear interest at the rate of 4.60% per annum.  On each
Distribution Date, the Owner Trustee distributes pro rata to
Certificateholders accrued interest at the pass-through rate of 4.60% per
annum on the outstanding Certificate Balance.


NOTE 4.  FEDERAL INCOME TAX

The Trust is classified as a grantor trust, and therefore is not taxable as
a corporation for federal income tax purposes.  Each Noteholder and
Certificateholder, by the acceptance of a Note or Certificate, agrees to
treat the Notes as indebtedness and the Certificates as equity interests in
the Trust for federal, state and local income and franchise tax purposes.




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