CAPITAL AUTO RECEIVABLES INC, 424B5, 1997-04-11

CAPITAL AUTO RECEIVABLES INC
424B5, 1997-04-11
ASSET-BACKED SECURITIES

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PROSPECTUS SUPPLEMENT

(TO PROSPECTUS DATED APRIL 8, 1997)

$1,408,404,075.83

GMAC 1997-A GRANTOR TRUST

6.50% ASSET BACKED CERTIFICATES, CLASS A

CAPITAL AUTO RECEIVABLES, INC.
SELLER

GENERAL MOTORS ACCEPTANCE CORPORATION
SERVICER

The 6.50% Asset Backed Certificates (the "Certificates") will consist of
two classes of Certificates, the Class A Certificates and the Class B
Certificates. Only the Class A Certificates are being offered hereby. The Class
A Certificates will evidence in the aggregate an undivided ownership interest of
93.75% in the GMAC 1997-A Grantor Trust (the "Trust") to be formed pursuant to a
Pooling and Servicing Agreement to be entered into among Capital Auto
Receivables, Inc., as Seller (the "Seller"), General Motors Acceptance
Corporation, as Servicer (the "Servicer") and The First National Bank of
Chicago, as Trustee (the "Trustee"). The rights of the Class B
Certificateholders to receive distributions with respect to the Receivables are
subordinated to the rights of the Class A Certificateholders, to the extent
described herein.

Principal, and interest to the extent of the Pass Through Rate of 6.50%
per annum, will be distributed on the 15th day of each month (or the next
following business day) beginning May 15, 1997 (each a "Distribution Date"). The
Trust property will include a pool of retail instalment sale contracts secured
by automobiles and light trucks (the "Receivables"), certain monies due or
received thereunder on and after April 1, 1997, security interests in the
vehicles financed thereby and certain other property. The aggregate amount
financed under the Receivables is $1,502,297,680.89. The final scheduled
Distribution Date on the Certificates will be April 15, 2002.

There is currently no secondary market for the Certificates. The
Underwriters expect to make a market in the Class A Certificates, but are not
obligated to do so. There can be no assurance that a secondary market for the
Class A Certificates will develop or, if it does develop, that it will continue.
The Class A Certificates will not be listed on any securities exchange.

The Class A Certificates initially will be represented by Certificates
registered in the name of Cede & Co., the nominee of DTC. The interests of
beneficial owners of the Class A Certificates will be represented by book
entries on the records of DTC and participating members thereof. Definitive
Certificates will be available only under limited circumstances.

PROCEEDS OF THE ASSETS OF THE TRUST AND CERTAIN LIMITED AMOUNTS ON DEPOSIT IN
THE SUBORDINATION SPREAD ACCOUNT ARE THE SOLE SOURCES OF PAYMENTS ON THE CLASS A
CERTIFICATES. THE CERTIFICATES DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF,
AND ARE NOT INSURED OR GUARANTEED BY, GENERAL MOTORS ACCEPTANCE CORPORATION,
CAPITAL AUTO RECEIVABLES, INC. OR ANY OF THEIR RESPECTIVE AFFILIATES.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

===========================================================================
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT SELLER(1)
- ---------------------------------------------------------------------------
Per Class A Certificate 99.9721149% 0.175% 99.7971149%
- ---------------------------------------------------------------------------
Total $1,408,011,340.95 $2,464,707.14 $1,405,546,633.81
===========================================================================
(1) Before deducting expenses payable by the Seller estimated to be
$700,000.00.

The Class A Certificates are offered subject to receipt and acceptance by
the Underwriters, to prior sale and to the Underwriters' right to reject any
order in whole or in part and to withdraw, cancel or modify the offer without
notice. It is expected that delivery of the Class A Certificates will be made in
book-entry form through the facilities of DTC, on or about April 15, 1997,
against payment therefor in immediately available funds.

MERRILL LYNCH & CO.
CREDIT SUISSE FIRST BOSTON
J.P. MORGAN & CO.
MORGAN STANLEY & CO.
INCORPORATED
SALOMON BROTHERS INC

The date of this Prospectus Supplement is April 8, 1997.

THE CERTIFICATES OFFERED BY THIS PROSPECTUS SUPPLEMENT CONSTITUTE PART OF
A SEPARATE SERIES OF CERTIFICATES BEING OFFERED BY THE SELLER PURSUANT TO ITS
PROSPECTUS DATED APRIL 8, 1997, OF WHICH THIS PROSPECTUS SUPPLEMENT IS A PART
AND WHICH ACCOMPANIES THIS PROSPECTUS SUPPLEMENT. THE PROSPECTUS CONTAINS
IMPORTANT INFORMATION REGARDING THIS OFFERING WHICH IS NOT CONTAINED HEREIN, AND
PROSPECTIVE INVESTORS ARE URGED TO READ THE PROSPECTUS AND THIS PROSPECTUS
SUPPLEMENT IN FULL. SALES OF THE CERTIFICATES MAY NOT BE CONSUMMATED UNLESS THE
PURCHASER HAS RECEIVED BOTH THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.

UNTIL JULY 6, 1997, ALL DEALERS EFFECTING TRANSACTIONS IN THE OFFERED
CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED
TO DELIVER A PROSPECTUS SUPPLEMENT AND THE PROSPECTUS TO WHICH IT RELATES. THIS
DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS SUPPLEMENT AND PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH
RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE CERTIFICATES,
INCLUDING STABILIZING TRANSACTIONS AND SYNDICATE COVERING TRANSACTIONS. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

<PAGE>

THE CERTIFICATES

The Certificates are a series of Certificates described in the attached
Prospectus. The Series of Certificates consists of two classes, entitled 6.50%
Asset Backed Certificates, Class A (the "Class A Certificates") and 6.50% Asset
Backed Certificates, Class B (the " Class B Certificates"). Only the Class A
Certificates are being offered hereby. The Class B Certificates are not being
offered hereby and initially will be held by the Seller. The Certificates will
be issued by the GMAC 1997-A Grantor Trust (the "Trust") to be formed by Capital
Auto Receivables, Inc. (the "Seller") pursuant to a Pooling and Servicing
Agreement between the Seller, General Motors Acceptance Corporation (the
"Servicer") and The First National Bank of Chicago, as Trustee (the "Trustee"),
which incorporates the GMAC Grantor Trusts Standard Terms and Conditions of
Agreement Effective June 1, 1996 (together, the "Agreement") to be dated as of
April 15, 1997 (the "Closing Date"). In addition to the terms and conditions set
forth below, reference is made to the Prospectus for the terms and conditions of
the Certificates.

Aggregate Amount Financed. . . . . . . . . . . . . . $ 1,502,297,680.89

Class A Percentage . . . . . . . . . . . . . . . . . 93.75%

Initial Class A Certificate Balance. . . . . . . . . $ 1,408,404,075.83

Class B Percentage . . . . . . . . . . . . . . . . . 6.25%

Initial Class B Certificate Balance. . . . . . . . . $ 93,893,605.06

Pass Through Rate . . . . . . . . . . . . . . . . . 6.50%

Cutoff Date . . . . . . . . . . . . . . . . . . . . April 1, 1997

Subordination Initial Deposit. . . . . . . . . . . . $ 2,253,446.52

Minimum Subordination Spread Amount. . . . . . . . . $ 11,267,232.61

Maximum Subordination Spread Amount. . . . . . . . . $ 48,824,674.63

Specified Subordination Percentage . . . . . . . . . 9.50%

Trigger Subordination Spread Amount. . . . . . . . . $ 150,000,000.00

Basic Servicing Fee Rate . . . . . . . . . . . . . . 1.00%

The final Distribution Date, assuming all payments are made on Simple
Interest Receivables on their respective due dates and the Servicer does not
exercise its option to purchase the Receivables as described under the caption
"Termination" in the Prospectus, is expected to be April 15, 2002.

<PAGE>

THE RECEIVABLES POOL

The Receivables to be included in the Receivables Pool related to this
Series of Certificates were selected from the Servicer's portfolio based on
several criteria, including that each such Receivable (i) has a first payment
due date on or after January 1, 1994, (ii) has an original term of 6 to 60
months, (iii) provides for finance charges at an annual percentage rate between
6.0% and 20.0%, (iv) as of the Cutoff Date, was not more than 29 days past due
and (v) satisfies the other criteria set forth in the Prospectus under the
caption "The Receivables." As of the Cutoff Dates, Scheduled Interest
Receivables represented approximately 49.6% of the Receivables Pool by aggregate
principal balance, with the remainder being Simple Interest receivables.

The Aggregate Amount Financed under the Receivables is $1,502,297,680.89.
The Receivables Pool has an average annual percentage rate of 11.33% and a
weighted average remaining maturity of 43.70 months. The composition and
distribution by annual percentage rate of the Receivables Pool are as set forth
in the following tables:

<TABLE>

COMPOSITION OF THE RECEIVABLES POOL
<CAPTION>

Weighted
Average
Annual Weighted
Percentage Weighted Average Scheduled
Rate of Aggregate Number of Average Average Remaining Weighted
Receivables Amount Contracts Amount Original Maturity Average
(Range) Financed in Pool Financed Maturity (Range) Life (1)
- ----------- ----------------- --------- ---------- ------------ ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
11.33% $1,502,297,680.89 130,485 $11,513.18 55.58 months 43.70 months 24.10
months

(6.0% to 20.0%) (6 to 60 months)
- ----------
(1) Based on Scheduled Payments due on and after the Cutoff Date and assuming
that no prepayments on the Receivables are made and that all payments on
Simple Interest Receivables are received on their respective due dates.
</TABLE>

<PAGE>

<TABLE>

Distribution by Annual Percentage Rate of the Receivables Pool

<CAPTION>
Percentage of
Annual Percentage Number of Amount Aggregate Amount
Rate Range Contracts Financed Financed
- ------------------- ---------- -------- -----------------
<S> <C> <C> <C> <C>
6.00% to 7.00%......... 2,170 $ 16,158,928.29 1.1%
7.01 to 8.00.......... 6,317 63,377,719.73 4.2
8.01 to 9.00.......... 17,593 225,143,816.54 15.0
9.01 to 10.00.......... 26,638 334,912,127.88 22.3
10.01 to 11.00.......... 22,723 272,953,307.25 18.2
11.01 to 12.00.......... 13,343 156,678,329.90 10.4
12.01 to 13.00.......... 9,702 106,195,201.49 7.1
13.01 to 14.00.......... 6,631 70,525,032.31 4.7
14.01 to 15.00.......... 5,395 57,047,579.40 3.8
15.01 to 16.00.......... 4,638 48,151,236.14 3.2
16.01 to 17.00.......... 3,964 39,349,521.73 2.6
17.01 to 18.00.......... 4,236 42,735,614.57 2.8
18.01 to 19.00.......... 4,409 43,739,580.81 2.9
19.01 to 20.00.......... 2,726 25,329,684.85 1.7
------- ----------------- -----
TOTAL 130,485 $1,502,297,680.89 100.0%
======= ================= =====
</TABLE>

The Receivables Pool includes Receivables originated in 46 states and the
District of Columbia. The following table sets forth the percentage of the
Aggregate Amount Financed in the states with the largest concentration of
Receivables. No other state accounts for more than 4.0% of the Aggregate Amount
Financed.

Percentage of Aggregate
State(1) Amount Financed
-------- -----------------------
Texas.................................. 12.9%
California............................. 10.3
Florida................................ 7.2
Georgia................................ 6.9
Michigan............................... 6.4
- ---------
(1) Based on billing address of the obligors on the Receivables.

Approximately 60.0% of the aggregate principal balance of the Receivables,
constituting 53.4% of the number of Receivables, as of the Cutoff Date,
represent Receivables secured by new vehicles. The remainder are secured by used
vehicles.

DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

Set forth below is certain information concerning GMAC's experience in the
United States pertaining to delinquencies on new and used retail automobile and
light truck receivables and repossessions and net loss information relating to
its entire vehicle portfolio (including receivables previously sold which
General Motors Acceptance Corporation continues to service). There can be no
assurance that the delinquency, repossession and net loss experience on the
Receivables Pool will be comparable to that set forth below.

YEARS ENDED DECEMBER 31
--------------------------------------------
<CAPTION>
1996 1995 1994 1993 1992
--------------------------------------------
<S> <C> <C> <C> <C> <C>
NEW AND USED VEHICLE
CONTRACTS
Total Retail Contracts
Outstanding at End of the
Period (in thousands).. 3,005 3,518 3,892 4,589 5,217

Average Daily Delinquency
31-60 Days............. 3.14% 2.75% 2.32% 2.35% 2.43%
61-90 Days ............ 0.22 0.19 0.12 0.11 0.12
91 Days or More ....... 0.03 0.02 0.02 0.02 0.02

Percent of Portfolio with
Recourse to Dealers at
End of the Period ..... 1.9% 2.4% 3.6% 4.1% 6.0%

Repossessions as a Percent
of Average Number of
Contracts Outstanding . 3.59 3.07 2.31 2.17 2.41
Net Losses as a Percent of
Liquidations (1) ...... 2.64 1.57 0.96 1.03 1.46

Net Losses as a Percent of
Average Receivables (1). 1.58 0.95 0.57 0.64 0.89

- -----------
(1) Percentages based on gross accounts receivable including unearned income.
</TABLE>

The net loss figures above reflect the fact that General Motors Acceptance
Corporation had recourse to dealers on a portion of its retail instalment sale
contracts. The percentage of aggregate Amount Financed with recourse to dealers
in the Receivables Pool is 0.18%. General Motors Acceptance Corporation applies
the same underwriting standards to the purchase of contracts without regard to
whether dealer recourse is provided. Based on its experience, General Motors
Acceptance Corporation believes that there is no material difference between the
rates of delinquency and repossession on contracts with recourse against dealers
as compared to contracts without recourse against dealers. However, the net loss
experience of contracts without recourse against dealers is higher than that of
contracts with recourse against dealers because, under its recourse obligation,
the dealer is responsible to General Motors Acceptance Corporation for payment
of the unpaid balance of the contract, provided General Motors Acceptance
Corporation retakes the car from the obligor and returns it to the dealer within
a specified time.

<PAGE>

ERISA CONSIDERATIONS

The Exemption described in the Prospectus under the caption "ERISA
Considerations" refers to the exemption granted to Merrill Lynch, Pierce, Fenner
& Smith Incorporated [Prohibited Transaction Exemption 90-29; Exemption
Application No. D-8012; 55 Fed. Reg. 21,459 (1990)].

UNDERWRITING

Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement"), the Seller has agreed to sell to each of the
Underwriters named below, and each of the Underwriters, for whom Merrill Lynch,
Pierce, Fenner & Smith Incorporated is acting as representative (the
"Representative"), has severally agreed to purchase from the Seller, the
principal amount of Class A Certificates set forth opposite its name below:
<TABLE>

<CAPTION>
AGGREGATE PRINCIPAL
AMOUNT OF CLASS A
CERTIFICATES
UNDERWRITERS TO BE PURCHASED
------------ -------------------

<S> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated.....$ 281,680,815.83
Credit Suisse First Boston Corporation................. 281,680,815.00
J.P. Morgan Securities Inc. ........................... 281,680,815.00
Morgan Stanley & Co. Incorporated...................... 281,680,815.00
Salomon Brothers Inc .................................. 281,680,815.00
-------------------
TOTAL $ 1,408,404,075.83
===================
</TABLE>

The Seller has been advised by the Representative that the several
Underwriters propose initially to offer the Class A Certificates to the public
at the price set forth on the cover page hereof, and to certain dealers at such
price less a concession not in excess of 0.125% of the Class A Certificate
denominations. The Underwriters may allow and such dealers may reallow a
concession not in excess of 0.100% of the Class A Certificate denominations to
certain other dealers. After the initial public offering, the public offering
price and such concessions may be changed.

The Representative, on behalf of the Underwriters, may engage in
stabilizing transactions and syndicate covering transactions in accordance with
Rule 104 under the Exchange Act. Stabilizing transactions permit bids to
purchase the underlying security so long as the stabilizing bids do not exceed a
specified maximum. Syndicate covering transactions involve purchases of the
Class A Certificates in the open market after the distribution has been
completed in order to cover syndicate short positions. Such stabilizing
transactions and syndicate covering transactions may cause the price of the
Class A Certificates to be higher than it would otherwise be in the absence of
such transactions. These transactions, if commenced, may be discontinued at any
time.

<PAGE>

LEGAL OPINIONS

In addition to the legal opinions described in the Prospectus, certain
legal matters relating to the Certificates will be passed upon for the
Underwriters by Mayer, Brown & Platt. Mayer, Brown & Platt has from time to time
represented, and is currently representing, General Motors Corporation and
certain of its affiliates.

--------------------

Until July 6, 1997, all dealers effecting transactions in the Class A
Certificates, whether or not participating in this distribution, may be required
to deliver a Prospectus Supplement and the Prospectus to which it relates. This
delivery requirement is in addition to the obligation of dealers to deliver a
Prospectus Supplement and Prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.

$1,408,404,075.83

GMAC 1997-A GRANTOR TRUST

6.50% ASSET BACKED
CERTIFICATES, CLASS A

CAPITAL AUTO RECEIVABLES, INC.
SELLER

GENERAL MOTORS ACCEPTANCE CORPORATION
SERVICER

---------------------
PROSPECTUS SUPPLEMENT
---------------------

MERRILL LYNCH & CO.
CREDIT SUISSE FIRST BOSTON
J.P. MORGAN & CO.
MORGAN STANLEY & CO. INCORPORATED
SALOMON BROTHERS INC

April 8, 1997

<PAGE>

PROSPECTUS

GMAC GRANTOR TRUSTS
ASSET BACKED CERTIFICATES, CLASS A
----------------------------
CAPITAL AUTO RECEIVABLES, INC.
SELLER
-----------------------------

GENERAL MOTORS ACCEPTANCE CORPORATION
SERVICER
------------------------
The Asset Backed Certificates (the "CERTIFICATES") described herein may be
sold from time to time in one or more series, in amounts, at prices and on terms
to be determined at the time of sale and to be set forth in a supplement to this
Prospectus (a "PROSPECTUS SUPPLEMENT"). Each series of Certificates will consist
of two classes of Certificates, the Class A Certificates and the Class B
Certificates.

The Class A Certificates of any series will evidence in the aggregate an
undivided ownership interest of the Class A Percentage (as defined in the
related Prospectus Supplement) in the grantor trust to be formed with respect to
such series (a "TRUST"). The property of each Trust will include a pool of
retail instalment sale contracts secured by automobiles and light trucks (the
"RECEIVABLES"), certain monies due or received thereunder on and after the
Cutoff Date set forth in the related Prospectus Supplement, security interests
in the vehicles financed thereby and certain other property. Each Trust will be
formed pursuant to a Pooling and Servicing Agreement (an "AGREEMENT") to be
entered into among Capital Auto Receivables, Inc., as Seller (the "SELLER"),
General Motors Acceptance Corporation, as Servicer (the "SERVICER"), and The
First National Bank of Chicago, as Trustee (the "TRUSTEE").

Principal and interest, to the extent of the Pass Through Rate set forth
in the related Prospectus Supplement, with respect to the Receivables held by
the related Trust will be distributed on the 15th day of each month (or the next
business day) beginning on the date set forth in the related Prospectus
Supplement (each, a "DISTRIBUTION DATE"). The rights of Class B
Certificateholders to receive distributions will be subordinated to the rights
of the related Class A Certificateholders to the extent described herein.

THE ONLY OBLIGATIONS OF THE SELLER OR OF GENERAL MOTORS ACCEPTANCE
CORPORATION AS ORIGINATOR OF RECEIVABLES WITH RESPECT TO A SERIES OF
CERTIFICATES WILL BE PURSUANT TO CERTAIN REPRESENTATIONS AND WARRANTIES MADE BY
SUCH PARTY. GENERAL MOTORS ACCEPTANCE CORPORATION WILL BE THE SERVICER FOR EACH
SERIES. THE OBLIGATIONS OF THE SERVICER WILL BE LIMITED TO ITS CONTRACTUAL
SERVICING OBLIGATIONS (WHICH INCLUDE ITS LIMITED OBLIGATION TO MAKE CERTAIN
ADVANCES IN THE EVENT OF PAYMENTS ON RECEIVABLES THAT ARE NOT TIMELY).

There will be no secondary market for the Certificates prior to the
offering thereof. There can be no assurance that a secondary market for the
Certificates will develop or, if it does develop, that it will continue. The
Certificates will not be listed on any securities exchange.

Unless otherwise provided in the related Prospectus Supplement, the Class
A Certificates initially will be represented by Certificates registered in the
name of Cede & Co., the nominee of The Depository Trust Company ("DTC"). The
interests of beneficial owners of the Class A Certificates will be represented
by book entries on the records of DTC and participating members thereof.
Definitive Certificates will be available only under limited circumstances.
---------

PROCEEDS OF THE ASSETS OF EACH TRUST AND CERTAIN LIMITED AMOUNTS ON DEPOSIT IN A
SUBORDINATION SPREAD ACCOUNT ARE THE SOLE SOURCES OF PAYMENTS ON THE RELATED
CERTIFICATES. THE CERTIFICATES DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF,
AND ARE NOT INSURED OR GUARANTEED BY, GENERAL MOTORS ACCEPTANCE CORPORATION,
CAPITAL AUTO RECEIVABLES, INC. OR ANY OF THEIR RESPECTIVE AFFILIATES.
---------
<PAGE>

Retain this Prospectus for future reference. This Prospectus may not be
used to consummate sales of securities offered hereby unless accompanied by a
Prospectus Supplement.

The date of this Prospectus is April 8, 1997.

----------

<PAGE>

AVAILABLE INFORMATION

Capital Auto Receivables, Inc., as originator of each Trust, has filed
with the Securities and Exchange Commission (the "COMMISSION") a Registration
Statement (together with all amendments and exhibits thereto, referred to herein
as the "REGISTRATION STATEMENT") under the Securities Act of 1933, as amended
(the "SECURITIES ACT"), with respect to the Class A Certificates offered
pursuant to this Prospectus. This Prospectus, which forms part of the
Registration Statement, does not contain all of the information in the
Registration Statement and is qualified by reference to the Registration
Statement. The Registration Statement is available for inspection without charge
at the public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and the regional offices of the Commission at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World
Trade Center, 13th Floor, New York, New York 10048. Copies of such information
can be obtained from the Public Reference Section of the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Seller will provide, without charge, to each person to whom this Prospectus is
delivered, upon the written request of such person, a copy of any such document
incorporated by reference herein, other than exhibits to such documents not
specifically described above. Requests should be directed to the Seller, in care
of General Motors Acceptance Corporation, as Servicer, 3044 West Grand
Boulevard, Detroit, Michigan 48202. Such material may also be accessed
electronically by means of the Commission's home page on the Internet at
http://www.sec.gov.

REPORTS TO CLASS A CERTIFICATEHOLDERS BY THE TRUSTEE

Unless otherwise provided in the related Prospectus Supplement, the
Trustee for the Class A Certificateholders and Class B Certificateholders
(collectively, the "CERTIFICATEHOLDERS") will provide to such Class A
Certificateholders (which, unless otherwise provided in the related Prospectus
Supplement, will be Cede & Co. as nominee of DTC unless Definitive Certificates
are issued under the limited circumstances described herein) unaudited monthly
and annual reports concerning the Receivables. See "The Certificates --
Statements to Class A Certificateholders." Such reports will not constitute
financial statements prepared in accordance with generally accepted accounting
principles. Each Trust will file with the Commission such periodic reports as
are required under the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Commission thereunder.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

All reports and other documents filed by the Seller with respect to the
Trust pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the termination of the
offering of the Securities shall be deemed to be incorporated by reference into
this Prospectus and to be part hereof. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

<PAGE>
PROSPECTUS SUMMARY

This Prospectus Summary is qualified in its entirety by reference to the
detailed information appearing elsewhere in this Prospectus and by reference to
the information with respect to the Certificates contained in the related
Prospectus Supplement to be prepared and delivered in connection with the
offering of such series. Certain capitalized terms used in this Prospectus
Summary are defined elsewhere in this Prospectus. A listing of the pages on
which some of such terms are defined is found in the "Index of Terms."
<TABLE>

<S> <C>
Issuer..............With respect to each series of Certificates, a grantor trust
trust (a "TRUST") will be formed by Capital Auto Receivables, Inc.
(the "SELLER") pursuant to a Pooling and Servicing Agreement
between the Seller, General Motors Acceptance Corporation, as
Servicer (the "Servicer") and The First National Bank of Chicago,
as Trustee (the "TRUSTEE"), which incorporates the GMAC Grantor
Trust Standard Terms and Conditions of Agreement identified
therein (together, an "AGREEMENT"), to be dated the Closing Date
(as defined in the related Prospectus Supplement).

Seller..............Capital Auto Receivables, Inc., a wholly-owned subsidiary of
General Motors Acceptance Corporation.

Servicer............General Motors Acceptance Corporation, a wholly-owned subsidiary
subsidiary of General Motors Corporation.

Securities Offered..Each series of Certificates will consist of two classes, the
Asset Backed Certificates, Class A (the "CLASS A CERTIFICATES")
and the Asset Backed Certificates, Class B (the "CLASS B
CERTIFICATES"), in each case as designated in the related
Prospectus Supplement. Each Certificate will represent an
undivided ownership interest in the related Trust. The property of
each Trust will include a pool (a "RECEIVABLES POOL") of retail
instalment sale contracts for automobiles and light trucks (the
"RECEIVABLES"), certain monies due or received thereunder on and
after the Cutoff Date (as defined in the related Prospectus
Supplement), security interests in the vehicles financed thereby
(the "FINANCED VEHICLES"), certain bank accounts and the proceeds
thereof, any proceeds from claims on certain insurance policies
and certain rights under the related Purchase Agreement. See "The
Trust." Unless otherwise provided in the related Prospectus
Supplement, the Class A Certificates will be issued in fully
registered form in minimum denominations of $1,000 and integral
multiples thereof.

For any series, the Class A Certificates will evidence in the
aggregate an undivided ownership interest of the Class A
Percentage (as defined in the related Prospectus Supplement) of
the related Trust and the Class B Certificates will evidence in
the aggregate an undivided ownership interest of the Class B
Percentage (as defined in the related Prospectus Supplement) of
such Trust. The Class B Certificates will be subordinated to the
Class A Certificates of the related series to the extent described
herein.

Interest............With respect to each series of Certificates, on each
Distribution Date, interest will be passed through to the holders
of record of Class A Certificates (the "CLASS A
CERTIFICATEHOLDERS") as of the day immediately preceding such
Distribution Date (or, if Definitive Certificates are issued, the
last day of the preceding Monthly Period)(the "RECORD DATE") at
the Pass Through Rate (as defined in the related Prospectus
Supplement) on the Class A Certificate Balance. Interest on the
Class A Certificates will accrue from the most recent Distribution
Date on which interest has been paid to but excluding the current
Distribution Date, to the extent of funds available from (i) the
Class A Percentage of the Available Interest, (ii) the
Subordination Spread Account and (iii) the Class B Distributable
Amount. The "CLASS A CERTIFICATE BALANCE" will equal, initially,
the applicable Class A Percentage of the Aggregate Amount Financed
and thereafter, except as provided in the related Agreement, will
equal the initial Class A Certificate Balance reduced by all
principal distributions on the Class A Certificates. A "MONTHLY
PERIOD" with respect to a Distribution Date will be the calendar
month preceding the month in which such Distribution Date occurs.
See "The Certificates" and "Federal Income Tax Consequences."

Principal...........With respect to each series of Certificates, on each
Distribution Date, the Trustee will pass through and distribute
pro rata to Class A Certificateholders as of the Record Date, with
respect to Scheduled Interest Receivables, all Scheduled Payments
of principal, the principal portion of all prepayments in full and
certain partial prepayments received during the related Monthly
Period and, with respect to Simple Interest Receivables, all
payments allocable to principal that are received by the Trustee
during the related Monthly Period, in each case to the extent of
funds available from (i) the Class A Percentage of the Available
Principal, (ii) the Subordination Spread Account and (iii) the
remainder of the Total Available Amount. See "The Certificates"
and "The Receivables Pool."

Receivables.........The aggregate Amount Financed under the Receivables held by each
Trust (the "AGGREGATE AMOUNT FINANCED") will be the amount
specified in the related Prospectus Supplement. Each Receivable
will be either a Scheduled Interest Receivable or a Simple
Interest Receivable. All of the Receivables will be prepayable at
any time without penalty to the obligor. See "The Receivables."
Information with respect to each Receivables Pool, including the
weighted average annual percentage rate and the weighted average
remaining maturity, will be set forth in the related Prospectus
Supplement.

Subordination.......The rights of the holders of Class B Certificates (the "CLASS B
CERTIFICATEHOLDERS") to receive distributions to which they would
otherwise be entitled with respect to the Receivables held by the
related Trust will be subordinated to the rights of the related
Class A Certificateholders, as described herein.

Subordination
Spread Account......A Subordination Spread Account for each series will be created
be created with an initial deposit by the Seller of cash or
certain investments maturing on or prior to the related initial
Distribution Date and having a value equal to the Subordination
Initial Deposit (as defined in the related Prospectus Supplement).
The funds in each Subordination Spread Account will thereafter be
supplemented by the deposit of amounts otherwise distributable to
the related Class B Certificateholders until the amount of funds
in such Subordination Spread Account reaches an amount equal to
the applicable Specified Subordination Spread Account Balance.
Thereafter, amounts otherwise distributable to the Class B
Certificateholders will be deposited in the Subordination Spread
Account to the extent necessary to maintain the amount of funds in
such Subordination Spread Account at an amount equal to the
Specified Subordination Spread Account Balance. Amounts in each
Subordination Spread Account on any Distribution Date (after
giving effect to all distributions made on such Distribution Date)
in excess of the Specified Subordination Spread Account Balance
for such Distribution Date generally will be released to the Class
B Certificateholders of the related Trust. The "SPECIFIED
SUBORDINATION SPREAD ACCOUNT BALANCE" with respect to any
Distribution Date will be equal to the Minimum Subordination
Spread Amount (as defined in the related Prospectus Supplement),
subject to adjustment in the manner described herein. See "The
Certificates -- Subordination of the Class B Certificates;
Subordination Spread Account." In no event will the Specified
Subordination Spread Account Balance be more than the Maximum
Subordination Spread Amount (as defined in the related Prospectus
Supplement) or less than the Minimum Subordination Spread Amount.
As of any Distribution Date, the amount of funds actually on
deposit in the Subordination Spread Account may, in certain
circumstances, be less than the Specified Subordination Spread
Account Balance.

Each Subordination Spread Account will be maintained with the
Trustee as a segregated trust account, but will not be part of the
related Trust.

Monthly Advances....With respect to any series of Certificates, the Servicer each
month will advance to the related Trust, with respect to each
Scheduled Interest Receivable, that portion of Scheduled Payments
that was not timely made (a "SCHEDULED INTEREST ADVANCE"). The
Servicer will be entitled to reimbursement of a Scheduled Interest
Advance from subsequent payments and collections on or with
respect to the Receivables. The Servicer will not be required to
make any Scheduled Interest Advance to the extent that it does not
expect to recover such Advance from subsequent collections or
recoveries on the Receivables. With respect to Simple Interest
Receivables, the Servicer will advance each month the aggregate
interest shortfall, if any, resulting from payments being received
other than on their respective due dates (a "SIMPLE INTEREST
ADVANCE" and together with a Scheduled Interest Advance, a
"MONTHLY ADVANCE"). Any monthly surplus resulting from payments on
Simple Interest Receivables being received other than on their due
dates ("EXCESS SIMPLE INTEREST COLLECTIONS") will be paid to the
Servicer. See "The Certificates--Monthly Advances."

Total Servicing
Fee.................With respect to each series of Certificates, the Servicer will
receive each month a fee for servicing the related Receivables
equal to the sum of (i) the product of one-twelfth of the Basic
Servicing Fee Rate (as defined in the related Prospectus
Supplement) and the aggregate Principal Balance as of the last day
of the preceding Monthly Period, (ii) any interest earned on the
amounts deposited in the Collection Account and the Payment Ahead
Servicing Account and (iii) to the extent payable as provided
herein, Additional Servicing. In addition, the Servicer will be
entitled to any late fees, prepayment charges and other
administrative fees and expenses or similar charges collected
during such Monthly Period. See "The Certificates--Servicing
Compensation and Payment of Expenses."

Optional Purchase...With respect to each series of Certificates, the Servicer may
purchase all of the property of the related Trust as of the last
day of the related Monthly Period on or after which the aggregate
Principal Balance declines below 10% of the Aggregate Amount
Financed. In each such case, the purchase price will be equal to
the aggregate of the Administrative Purchase Payment plus the
appraised value of any other property held as part of such Trust
(less related Liquidation Expenses). See "The
Certificates--Termination."

Trustee.............The First National Bank of Chicago.

Tax Status..........In the opinion of Kirkland & Ellis, special counsel for the
Seller, each Trust will constitute a grantor trust for federal
income tax purposes and will not be subject to federal income tax.
Class A Certificate Owners must report their respective allocable
shares of all income earned on the related Trust assets (except to
the extent, that "stripped coupon" or other amounts are treated
for tax purposes as retained by the Seller), and, subject to
certain limitations on individuals, estates and trusts, may deduct
their respective allocable shares of reasonable servicing and
other fees. Individuals should consult their tax advisors to
determine the federal, state, local and other tax consequences of
the purchase, ownership and disposition of the Class A
Certificates. Prospective investors should note that no rulings
have been or will be sought from the Internal Revenue Service (the
"SERVICE") with respect to any of the federal income tax
consequences discussed herein, and no assurance can be given that
the Service will not take contrary positions. See "Federal Income
Tax Considerations."

ERISA
Considerations......As described herein and in the Prospectus Supplement, the Class
A Certificates may be purchased by employee benefit plans that are
subject to the Employee Retirement Income Security Act of 1974, as
amended. Any benefit plan fiduciary considering the purchase of
Class A Certificates should, among other things, consult with its
counsel in determining whether all required conditions have been
satisfied. See "ERISA Considerations."

Rating..............As a condition of issuance, the Class A Certificates of each series
will be rated in the highest rating category by at least one
nationally recognized rating agency. There is no assurance that a
rating will not be lowered or withdrawn by a rating agency if
circumstances so warrant. In the event that the rating initially
assigned to any Class A Certificates is subsequently lowered for
any reason, no person or entity is obligated to provide any
additional credit enhancement.

The rating of any series does not constitute a recommendation to
buy the Certificates, and such rating does not address the price
of such Certificates or the suitability of such Certificates to
the investor. The rating addresses the likelihood of ultimate
payment of principal and interest on the Certificates, but does
not address the timing of such payments.

------------------------

</TABLE>

THE TRUSTS

With respect to each series of Certificates, the Seller will establish a
Trust by selling and assigning the Trust property to the Trust in exchange for
the related Certificates. The property of each Trust will include (i) a pool (a
"RECEIVABLES POOL") of retail instalment sales contracts for new and used
automobiles and light trucks (the "RECEIVABLES"), all Scheduled Payments due
thereunder on and after the Cutoff Date in the case of Scheduled Interest
Receivables and all payments received thereunder on or after the Cutoff Date in
the case of Simple Interest Receivables, in each case exclusive of any amount
allocable to the premium for physical damage insurance force-placed by the
Servicer, (ii) such amounts as from time to time may be held in separate trust
accounts established and maintained pursuant to the related Agreement and the
proceeds of such accounts, (iii) security interests in the Financed Vehicles
and, to the extent permitted by law, any accessions thereto, (iv) any recourse
against dealers with respect to the Receivables, (v) except for those
Receivables originated in Wisconsin, the right to proceeds of credit life,
credit disability, physical damage or other insurance policies covering the
Financed Vehicles and (vi) certain rights of the Seller under the related
Purchase Agreement. The Subordination Spread Account for a series of
Certificates will not be included in the property of the related Trust but will
be a segregated trust account held by the Trustee for the benefit of the holders
of such Certificates.

Except as otherwise set forth in the related Prospectus Supplement, the
activities of each Trust will be limited to (i) acquiring, managing and holding
the related Receivables and the other assets contemplated herein and in the
related Prospectus Supplement and proceeds therefrom, (ii) issuing the related
Certificates and making payments and distributions thereon and (iii) engaging in
other activities that are related or incidental to the foregoing and necessary,
convenient or advisable to accomplish the foregoing.

The Servicer will continue to service the Receivables held by each Trust
and will receive fees for such services. See "The Certificates--Servicing
Compensation and Payment of Expenses." To facilitate the servicing of the
Receivables, the Trustee will authorize General Motors Acceptance Corporation,
as custodian to retain physical possession of the Receivables held by each Trust
and other documents relating thereto as custodian for the Trustee. Due to the
administrative burden and expense, the certificates of title to the Financed
Vehicles will not be amended to reflect the sale and assignment of the security
interest in the Financed Vehicles to the Trustee. In the absence of such an
amendment, the Trustee may not have a perfected security interest in the
Financed Vehicles in all states. The Trustee will not be responsible for the
legality, validity or enforceability of any security interest in any Financed
Vehicle. See "Certain Legal Aspects of the Receivables," "The Certificates--Sale
and Assignment of Receivables and Warranties Thereon" and "The
Certificates--Duties of the Trustee."

If the protection provided to the Class A Certificateholders by the
subordination of the related Class B Certificates and by the related
Subordination Spread Account is insufficient, the Class A Certificateholders
would have to look principally to the obligors on the related Receivables, the
proceeds from the repossession and sale of Financed Vehicles which secure
defaulted Receivables and the proceeds from any recourse against dealers with
respect to such Receivables. In such event, certain factors, such as the
Trustee's not having perfected security interests in the Financed Vehicles in
all states, may affect the ability to repossess and sell the collateral securing
the Receivables, and thus may reduce the proceeds to be distributed to
Certificateholders. See "The Certificates--Subordination of the Class B
Certificates; Subordination Spread Account" and "Certain Legal Aspects of the
Receivables."

The principal offices of each Trust will be specified in the related
Prospectus Supplement.

THE RECEIVABLES

The Receivables in each Receivables Pool have been or will be acquired by
General Motors Acceptance Corporation ("GMAC") through its nationwide branch
system, directly or through General Motors Corporation ("GENERAL MOTORS"), from
automobile and light truck dealers pursuant to agreements with General Motors
dealers and dealerships affiliated with General Motors dealers. See "The
Servicer."
<PAGE>

The Receivables have been or will be originated by participating dealers
in accordance with GMAC's requirements under the dealer agreements. The
Receivables have been or will be acquired in accordance with GMAC's underwriting
standards in the ordinary course of business, which evaluate the prospective
purchaser's ability to pay and creditworthiness, as well as the asset value of
the vehicle to be financed. GMAC's standards generally also require physical
damage insurance to be maintained on each Financed Vehicle.

The Receivables to be held by each Trust will be selected from GMAC's
portfolio for inclusion in a Receivables Pool by several criteria, including
that, unless otherwise provided in the related Prospectus Supplement, each such
Receivable (i) is secured by a new or used vehicle, (ii) was originated in the
United States, (iii) provides for level monthly payments (except for the first
and last payments which may be different from the level payments) that fully
amortize the amount financed over its original term to maturity and (iv)
satisfies the other criteria set forth in the related Prospectus Supplement. The
"AMOUNT FINANCED" with respect to a Receivable will equal the aggregate amount
advanced toward the purchase price of the Financed Vehicle, including
accessories, insurance premiums, service and warranty contracts and other items
customarily financed as part of retail automobile instalment sale contracts and
related costs, exclusive of any amount allocable to the premium for physical
damage insurance covering the Financed Vehicle force-placed by GMAC, less, in
the case of a Scheduled Interest Receivable, payments due from the related
obligor prior to the related Cutoff Date allocable to principal and, in the case
of a Simple Interest Receivable, payments received from the related obligor
prior to the related Cutoff Date allocable to principal.

"SCHEDULED INTEREST RECEIVABLES" are Receivables pursuant to which the
payments due from obligors during any month (the "SCHEDULED PAYMENTS") are
allocated between finance charges and principal on a scheduled basis, without
regard to the period of time which has elapsed since the preceding payment was
made, using the actuarial method or the method known as the Rule of 78s or
sum-of-the-digits method. If an obligor elects to prepay a Scheduled Interest
Receivable in full, the obligor is entitled to a rebate of the portion of
monthly Scheduled Payments attributable to unearned finance charges. The amount
of the rebate is determined with reference to the contract type and applicable
state law. With minor variations based on state law, actuarial rebates are
calculated on the basis of a constant interest rate. Rebates calculated on a
Rule of 78s or sum-of-the-digits basis are smaller than the corresponding
rebates under the actuarial method. Scheduled Interest Receivables provide for
Rule of 78s rebates except in states that require the actuarial method.
Distributions to Class A Certificateholders will not be affected by Rule of 78s
rebates because all allocations with respect to Scheduled Interest Receivables
for purposes of the related Trust are made using the actuarial method. The
portion of a Receivables Pool which consists of Scheduled Interest Receivables
will be specified in the related Prospectus Supplement.

"SIMPLE INTEREST RECEIVABLES" are Receivables which provide for allocation
of payments between finance charges and principal based on the actual date on
which a payment is received. Late payments (or early payments) on a Simple
Interest Receivable may result in the obligor making a greater (or smaller)
number of payments than originally scheduled. The amount of any such additional
payments required to pay the outstanding principal balance in full generally
will not exceed the amount of any originally scheduled payment. If an obligor
elects to prepay a Simple Interest Receivable in full, the obligor will not
receive a rebate attributable to unearned finance charges. Instead, the obligor
is required to pay finance charges only to, but not including, the date of
prepayment. The amount of finance charges on a Simple Interest Receivable that
would have accrued from and after the date of prepayment if all monthly payments
had been made as scheduled will generally be greater than the rebate on a
Scheduled Interest Receivable that provides for a Rule of 78s rebate, and will
generally be equal to the rebate on a Scheduled Interest Receivable that
provides for an actuarial rebate. The portion of a Receivables Pool which
consists of Simple Interest Receivables will be specified in the related
Prospectus Supplement.

Information with respect to each Receivables Pool will be set forth in the
related Prospectus Supplement, including, to the extent appropriate, the
composition, distribution by annual percentage rate ("APR"), states of
origination and portion of such Receivables Pool secured by new vehicles and by
used vehicles.
<PAGE>

WEIGHTED AVERAGE LIFE OF THE CERTIFICATES

The weighted average life of Certificates will generally be influenced by
the rate at which the principal balances of the related Receivables are paid,
which payment may be in the form of scheduled amortization or prepayments (for
this purpose, the term "PREPAYMENT" includes charge-offs, liquidations due to
defaults and repurchases by the Seller or GMAC pursuant to the related
Agreement, as well as receipt of proceeds from credit life and casualty
insurance policies). All of the Receivables are prepayable at any time without
penalty to the obligor. The rate of prepayment of automotive receivables is
influenced by a variety of economic, social and other factors, including the
fact that an obligor generally may not sell or transfer the Financed Vehicle
securing a Receivable without the consent of the Servicer. Any reinvestment risk
resulting from prepayments of Receivables will be borne entirely by the
Certificateholders. See also "Certain Legal Aspects of the Receivables --
Transfers of Vehicles."

CLASS A POOL FACTOR AND TRADING INFORMATION

The "CLASS A POOL FACTOR" for any series of Certificates will be a
seven-digit decimal which the Servicer will compute prior to each distribution
with respect to such Certificates indicating the remaining Class A Certificate
Balance as of the close of such date as a fraction of the initial Class A
Certificate Balance of such series. The Class A Pool Factor for each series will
initially be 1.0000000; thereafter, the Class A Pool Factor will decline to
reflect reductions in the related Class A Certificate Balance. The amount of a
Class A Certificateholder's pro rata share of the related Class A Certificate
Balance can be determined by multiplying the original denomination of the
holder's Certificate by the then current Class A Pool Factor.

Unless otherwise provided in the related Prospectus Supplement, with
respect to the Trust, the Certificateholders will receive reports on or about
each Distribution Date concerning payments received on the Receivables, the
Aggregate Principal Balance, each Class A Pool Factor and various other items of
information. Certificateholders of record during any calendar year will be
furnished information for tax reporting purposes not later than the latest date
permitted by law. See "The Certificates -- Statements to Class A
Certificateholders."

USE OF PROCEEDS

Unless otherwise provided in the related Prospectus Supplement, the net
proceeds to be received by the Seller from the sale of the Certificates will be
applied to the purchase of the related Receivables from GMAC.

THE SELLER

The Seller, a wholly-owned subsidiary of GMAC, was incorporated in the
State of Delaware on November 6, 1992. The Seller is organized for the limited
purposes of purchasing receivables from GMAC, transferring such receivables to
third parties, forming trusts and engaging in related activities. The principal
executive offices of the Seller are located at Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801.

GMAC Auto Receivables Corporation, a wholly-owned subsidiary of GMAC,
incorporated in the State of Delaware on November 16, 1990 was merged with and
into the Seller on February 22, 1996.

The Seller has taken steps in structuring the transactions contemplated
hereby that are intended to make it unlikely that the voluntary or involuntary
application for relief by GMAC under the United States Bankruptcy Code or
similar applicable state laws ("INSOLVENCY LAWS") will result in consolidation
of the assets and liabilities of the Seller with those of GMAC. These steps
include the creation of the Seller as a separate, limited-purpose subsidiary
pursuant to a certificate of incorporation containing certain limitations
(including restrictions on the nature of the Seller's business and a restriction
on the Seller's ability to commence a voluntary case or proceeding under any
Insolvency Law without the unanimous affirmative vote of all of its directors).
The Seller's By-laws include a provision that, under certain circumstances,
requires the Seller to have two directors who qualify under the By-laws as
"Independent Directors."
<PAGE>

If, notwithstanding the foregoing measures, a court concluded that the
assets and liabilities of the Seller should be consolidated with the assets and
liabilities of GMAC in the event of the application of the federal bankruptcy
laws to GMAC, a filing were made under any Insolvency Law by or against the
Seller, or an attempt were made to litigate the consolidation issue, then delays
in distributions on the Certificates (and possible reductions in the amount of
such distributions) could occur. See also "Certain Legal Aspects of the
Receivables-Sale of Receivables by GMAC."

THE SERVICER

GMAC, a wholly-owned subsidiary of General Motors, was incorporated in
1919 under the New York Banking Law relating to investment companies. Operating
directly and through subsidiaries and associated companies in which it has
equity investments, GMAC provides a wide variety of automotive financial
services to and through franchised General Motors dealers in many countries
throughout the world. Financial services also are offered to other dealerships
in which General Motors dealers have an interest and to the customers of those
dealerships. Other financial services offered by GMAC or its subsidiaries
include insurance, mortgage banking, and investment services.

The principal business of GMAC and its subsidiaries is to finance the
acquisition and resale by franchised General Motors dealers of various new
automotive and nonautomotive products manufactured by General Motors or certain
of its subsidiaries and associates, and to acquire from such dealers, either
directly or indirectly, instalment obligations covering retail sales and leases
of new General Motors products as well as used units of any make. In addition,
new products of other manufacturers are financed. GMAC also leases motor
vehicles and certain types of capital equipment to others.

GMAC has its principal office at 767 Fifth Avenue, New York, New York
10153 (Tel. No. 212-418-6120) and administrative offices at 3044 West Grand
Boulevard, Detroit, Michigan 48202 (Tel. No. 313-556-5000).

DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

Certain information concerning GMAC's experience in the United States
pertaining to delinquencies on new and used retail automobile and light truck
receivables and repossessions and net loss information relating to its entire
vehicle portfolio (including receivables previously sold which GMAC continues to
service) will be set forth in each Prospectus Supplement. There can be no
assurance that the delinquency, repossession and net loss experience on any
Receivables Pool will be comparable to prior experience.

THE CERTIFICATES

The Certificates will be issued in series. Each series of Certificates
will be issued pursuant to an Agreement to be entered into between the Seller,
the Servicer and the Trustee, a form of which has been filed as an exhibit to
the Registration Statement of which this Prospectus is a part. Citations to the
relevant sections of the form of Agreement as filed appear below in parentheses.
The following summary does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, all of the provisions of the
Certificate and the related Agreement. Where particular provisions or terms used
in an Agreement are referred to, the actual provisions (including definitions of
terms) are incorporated by reference as part of this summary.

GENERAL

The Class A Certificates will be offered for purchase in fully registered
form in minimum denominations of $1,000 and integral multiples thereof. Unless
otherwise provided in the related Prospectus Supplement, the Certificates will
initially be represented by physical certificates registered in the name of the
nominee of The Depository Trust Company ("DTC" and, together with any successor
depository selected by the Servicer, the "DEPOSITORY"), except as provided
below. The Seller has been informed by DTC that DTC's nominee will be Cede & Co.
("CEDE"). Accordingly, Cede is expected to be the holder of record of the Class
A Certificates. Unless and until Definitive Certificates are issued under the
limited circumstances described herein or in the related Prospectus Supplement,
no person acquiring an interest in Class A Certificates (a "CLASS A CERTIFICATE
OWNER" or "CERTIFICATE OWNER") will be entitled to receive a certificate
representing such person's interest in such Class A Certificates. All references
herein to actions by Class A Certificateholders refer to actions taken by DTC
upon instructions from the participating organization ("PARTICIPANTS"), and all
references herein to distributions, notices, reports and statements to Class A
Certificateholders refer to distributions, notices, reports and statements to
DTC or Cede, as the registered holder of such Class A Certificates, as the case
may be, for distribution to Certificate Owners in accordance with DTC
procedures. (Sections 5.01 and 5.08). See "Book-Entry Registration."

The Certificates will evidence interests in the Trust created pursuant to
the related Agreement. The Class A Certificates will evidence in the aggregate
an undivided ownership interest of the Class A Percentage of the related Trust
and the Class B Certificates will evidence in the aggregate an undivided
ownership interest of the Class B Percentage of the related Trust. (Section
5.03).

BOOK-ENTRY REGISTRATION

DTC is a limited purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to Section 17A of the Securities Exchange
Act of 1934, as amended. DTC was created to hold securities for its Participants
and to facilitate the clearance and settlement of securities transactions
between Participants through electronic book-entries, thereby eliminating the
need for physical movement of certificates. Participants include securities
brokers and dealers, banks, trust companies and clearing corporations. Indirect
access to the DTC system also is available to others such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("INDIRECT
PARTICIPANTS").

Unless otherwise specified in the related Prospectus Supplement,
Certificate Owners that are not Participants or Indirect Participants but desire
to purchase, sell or otherwise transfer ownership of, or other interests in,
Class A Certificates may do so only through Participants and Indirect
Participants. In addition, Certificate Owners will receive all distributions of
principal of and interest on the Class A Certificates from the Trustee through
DTC and its Participants. Under a book-entry format, Certificate Owners may
experience some delay in their receipt of payments, since such payments will be
forwarded by the Trustee to Cede, as nominee for DTC. DTC will forward such
payments to its Participants, which thereafter will forward them to Indirect
Participants or Certificate Owners. Certificate Owners will not be recognized by
the Trustee as Class A Certificateholders, as such term is used in each related
Agreement, and Certificate Owners will be permitted to exercise the rights of
Class A Certificateholders only indirectly through DTC and its Participants.

Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "RULES"), DTC is required to make book-entry transfers of
Class A Certificates among Participants on whose behalf it acts with respect to
the Class A Certificates and to receive and transmit payments of principal of,
and interest on, the Class A Certificates. Participants and Indirect
Participants with which Certificate Owners have accounts with respect to the
Class A Certificates similarly are required to make book-entry transfers and
receive and transmit such payments on behalf of their respective Certificate
Owners. Accordingly, although Class A Certificate Owners will not possess Class
A Certificates, the Rules provide a mechanism by which Certificate Owners will
receive payments and will be able to transfer their interests.

Because DTC can only act on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of a Certificate
Owner to pledge Class A Certificates to persons or entities that do not
participate in the DTC system, or otherwise act with respect to Class A
Certificates, may be limited due to the lack of physical certificates for such
Class A Certificates.

DTC has advised the Seller that it will take any action permitted to be
taken by a Class A Certificateholder under the related Agreement only at the
direction of one or more Participants to whose accounts with DTC the Class A
Certificates are credited. DTC may take conflicting actions with respect to
other undivided interests to the extent that such actions are taken on behalf of
Participants whose holdings include such undivided interests.

Except as required by law, neither the Seller nor the Trustee will have
any liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of the Class A Certificates of any
series held by Cede, as nominee for DTC, or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

<PAGE>

DEFINITIVE CERTIFICATES

Unless otherwise provided in the related Prospectus Supplement, the Class
A Certificates will be issued in fully registered, certificated form
("DEFINITIVE CERTIFICATES") to Certificate Owners or their nominees, rather than
to DTC or its nominee, only if (i) the Seller advises the Trustee in writing
that DTC is no longer willing or able to discharge properly its responsibilities
as Depository with respect to the Class A Certificates and the Seller is unable
to locate a qualified successor, (ii) the Seller, at its option, advises the
Trustee in writing that it elects to terminate the book-entry system through DTC
or (iii) after the occurrence of an Event of Default for any series, Certificate
Owners representing at least a majority of the voting interests of the Class A
Certificates of such series advise the Trustee through DTC in writing that the
continuation of a book-entry system through DTC (or a successor thereto) is no
longer in the best interests of the Certificate Owners. The "voting interests"
of the Class A Certificates will be allocated among the Class A Certificate
Owners in accordance with the Class A Certificate Balance represented thereby;
except that in certain circumstances any Class A Certificates held by the
Seller, the Servicer or any of their respective affiliates shall be excluded
from such determination.

Upon the occurrence of any of the events described in the immediately
preceding paragraph, the Trustee is required to notify DTC of the availability
of Definitive Certificates. DTC shall notify all Class A Certificateholders of
availability of Definitive Certificates. Upon surrender by DTC of the Class A
Certificates and receipt of instructions for re-registration, the Trustee will
reissue the Class A Certificates as Definitive Certificates, and thereafter the
Trustee will recognize the holders of such Definitive Certificates as Class A
Certificateholders under the related Agreement (the "HOLDERS"). (Section 5.10).

Distribution of principal of and interest on the Class A Certificates will
be made by the Trustee directly to Holders of Definitive Certificates in
accordance with the procedures set forth herein and in the related Agreement.
Distributions of principal of and interest on each Distribution Date will be
made to Holders in whose names such Definitive Certificates were registered at
the close of business on the last day of the related Monthly Period. The final
payment on any Class A Certificate (whether a Definitive Certificate or a Class
A Certificate registered in the name of Cede) will be made only upon
presentation and surrender of such Class A Certificate at the office or agency
specified in the related notice of final distribution to Certificateholders.
(Sections 5.10 and 10.01).

Definitive Certificates will be transferable and exchangeable at the
offices of the Trustee or of a registrar named in a notice delivered to holder
of Definitive Certificates. No service charge will be imposed for any
registration of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge imposed in
connection therewith. (Section 5.03).

SALE AND ASSIGNMENT OF RECEIVABLES AND WARRANTIES THEREON

On or prior to a Closing Date, pursuant to the related Purchase Agreement
(a "PURCHASE AGREEMENT"), GMAC will sell and assign to the Seller, without
recourse, its entire interest in the related Receivables, including the security
interests in the Financed Vehicles, the proceeds from certain insurance policies
and the proceeds from recourse against dealers with respect to such Receivables.
On the Closing Date, the Seller will sell and assign to the Trustee, without
recourse, the Seller's entire interest in the related Receivables, including the
security interests in the Financed Vehicles, the proceeds from certain insurance
policies and the proceeds from recourse against dealers with respect to such
Receivables. (Section 2.01). Each Receivable with respect to a Trust will be
identified in a schedule which will be on file at the locations set forth in an
exhibit to the related Purchase Agreement and the related Agreement (the
"SCHEDULE OF RECEIVABLES"). The Trustee will, concurrently with such sale and
assignment, authenticate and deliver the Certificates to the Seller in exchange
for such Receivables. (Section 5.02). The Seller will sell the Class A
Certificates to the underwriters specified in the related Prospectus Supplement.
See "Underwriting."
<PAGE>

In each Purchase Agreement, GMAC will represent and warrant to the Seller,
among other things, that (i) the information set forth in the related Schedule
of Receivables is correct in all material respects, (ii) the obligor on each
related Receivable is required to maintain physical damage insurance covering
the Financed Vehicle in accordance with GMAC's normal requirements, (iii) as of
the related Closing Date, to the best of its knowledge, the related Receivables
are free and clear of all filed security interests, liens, charges and
encumbrances on account of work, labor or materials (other than tax liens and
other liens that arise by operation of law) and no offsets, defenses or
counterclaims have been asserted or threatened, (iv) as of the related Closing
Date, each of the related Receivables is or will be secured by a first perfected
security interest in favor of GMAC in the Financed Vehicle and (v) each related
Receivable, at the time it was originated complied, and on the related Closing
Date complies, in all material respects with applicable state and federal laws,
including, without limitation, consumer credit, truth-in-lending, equal credit
opportunity and disclosure laws. In each related Pooling and Servicing
Agreement, the Seller will assign the representations and warranties of the
Servicer, as set forth above, to the Trust, and will represent and warrant to
the Trust that the Seller has taken no action which would cause such
representations and warranties of the Servicer to be false in any material
respect as of the Closing Date.

As of the last day of the second (or, if the Seller so elects, the first)
month following the discovery by the Seller, the Servicer or the Trustee of a
breach of any representation or warranty of the Seller or the Servicer that
materially and adversely affects the interests of the Certificateholders of any
series in any Receivable held by the related Trust, the Seller, unless the
breach is cured in all material respects, will repurchase (or will enforce the
obligation of GMAC under the related Purchase Agreement to repurchase) such
Receivable (a "WARRANTY RECEIVABLES") from the Trust at a price equal to: (a) in
the case of a Scheduled Interest Receivable, the sum of all remaining Scheduled
Payments on such Receivable, plus all past due Scheduled Payments with respect
to which a Scheduled Interest Advance has not been made, plus all outstanding
Scheduled Interest Advances on such Receivable, plus an amount equal to any
reimbursements of outstanding Schedule Interest Advances made to the Servicer
with respect to such Receivable from the proceeds of other Receivables, minus
(i) the rebate that would be payable to the obligor on such Receivable were the
obligor to prepay such Receivable in full on such day and (ii) any Liquidation
Proceeds with respect to such Receivable previously received (to the extent
applied to reduce the Principal Balance of such Receivable); or (b) in the case
of a Simple Interest Receivable, the Amount Financed minus (i) that portion of
all payments received on or prior to the last day of the related Monthly Period
allocable to principal and (ii) any Liquidation Proceeds with respect to such
Receivable previously received (to the extent applied to reduce the Principal
Balance of such Receivable) (in either case, the "WARRANTY PAYMENT"). The Seller
or GMAC, as applicable, will be entitled to receive any amounts held by the
Servicer or in the Payment Ahead Servicing Account with respect to such Warranty
Receivable. This repurchase obligation constitutes the sole remedy available to
Certificateholders or the Trustee for any such uncured breach. (Sections 2.04
and 2.05).

In each Agreement, the Servicer will covenant that (i) except as
contemplated in such Agreement, the Servicer will not release any Financed
Vehicle from the security interest securing the related Receivable, (ii) the
Servicer will do nothing to impair the rights of Trustee or the
Certificateholders in the related Receivables and (iii) the Servicer will not
amend or otherwise modify any Receivable such that the Amount Financed, the APR,
the total number of Scheduled Payments (in the case of a Scheduled Interest
Receivable) or the number of originally scheduled due dates (in the case of a
Simple Interest Receivable) is altered or such that the last Scheduled Payment
(in the case of a Scheduled Interest Receivable), or the last scheduled due date
(in the case of a Simple Interest Receivable) occurs after the final scheduled
Distribution Date. As of the last day of the second (or, if the Servicer so
elects, the first) month following the discovery by the Servicer or the Trustee
of a breach of any covenant that materially and adversely affects any Receivable
held by the related Trust and unless such breach is cured in all material
respects, the Servicer will, with respect to such Receivable (an "ADMINISTRATIVE
RECEIVABLE"): (i) in the case of a Scheduled Interest Receivable, (a) release
all claims for reimbursement of Scheduled Interest Advances made on such
Receivable and (b) purchase such Receivable from the Trust at a price equal to
the sum of all remaining Scheduled Payments on such Receivable plus an amount
equal to any reimbursements of outstanding Scheduled Interest Advances made to
the Servicer with respect to such Receivable from the proceeds of other
Receivables, plus all past due Scheduled Payments with respect to which a
Scheduled Interest Advance has not been made, minus the rebate that would be
payable to the obligor on such Receivable were the obligor to prepay such
Receivable in full on such day; or (ii) in the case of a Simple Interest
Receivable, purchase such Receivable from the Trust at a price equal to the
Amount Financed minus that portion of all payments made on or prior to the last
day of the related Monthly Period allocable to principal (in either case, the
"ADMINISTRATIVE PURCHASE Payment"). The Servicer will be entitled to receive any
amounts held by the Servicer or in the Payment Ahead Servicing Account with
respect to such Administrative Receivable. This repurchase obligation
constitutes the sole remedy available to Certificateholders or the Trustee for
any such uncured breach. (Sections 3.07 and 3.08).

Pursuant to each Agreement, the Trustee will agree to GMAC acting as
custodian to maintain possession, as the Trust's agent, of the retail instalment
sale contracts and any other documents relating to the Receivables (Section
2.02). To assure uniform quality in servicing both the Receivables and GMAC's
own portfolio of receivables, as well as to facilitate servicing and save
administrative costs, the documents will not be physically segregated from other
similar documents that are in GMAC's possession or otherwise stamped or marked
to reflect the transfer to the related Trust so long as GMAC is the custodian of
such documents. However, Uniform Commercial Code financing statements reflecting
the sale and assignment of such Receivables to the Trust will be filed, and
GMAC's accounting records and computer files will reflect such sale and
assignment. Because such Receivables will remain in possession of GMAC as
custodian, and will not be stamped or otherwise marked to reflect such
assignment to the Trust, if a subsequent purchaser were able to take physical
possession of the Receivables without knowledge of the assignment, the Trust's
interest in such Receivables could be defeated. See "Certain Legal Aspects of
the Receivables--Security Interest in Vehicles."

COLLECTIONS

With respect to each series of Certificates, the Servicer will establish
two accounts in the name of the Trustee on behalf of the Certificateholders, the
first into which certain payments made on or with respect to the related
Receivables will be deposited (the "COLLECTION ACCOUNT"), and the second from
which all distributions with respect to the related Receivables and the
Certificates will be made (the "CERTIFICATE ACCOUNT"). The Servicer will also
establish with respect to each series of Certificates an additional account (the
"PAYMENT AHEAD SERVICING ACCOUNT") in the name of the Trustee, into which, to
the extent required by the related Agreement, early payments by or on behalf of
obligors on a Scheduled Interest Receivable which do not constitute either
Scheduled Payments or Prepayments will be deposited until such time as payment
falls due. The Payment Ahead Servicing Account will not be property of the
related Trust. Each Collection Account and each Payment Ahead Servicing Account
will be maintained with the Trustee so long as (i) the Trustee's short-term
unsecured debt obligations have a rating of P-l by Moody's Investors Service,
Inc., a rating of A-l+ by Standard & Poor's Ratings Services and, if rated by
Fitch Investors Service, L.P., a rating of F-1+ by Fitch Investors Service, L.P.
(the "REQUIRED DEPOSIT RATING") or (ii) such Accounts are maintained in the
trust department of the Trustee. If the short-term unsecured debt obligations of
the Trustee do not have the Required Deposit Rating, the Servicer will, with the
Trustee's assistance as necessary, cause any Collection Account and any Payment
Ahead Servicing Account to be moved to a bank whose short-term unsecured debt
obligations have the Required Deposit Rating or moved to the trust department of
the Trustee. Unless otherwise provided in the related Prospectus Supplement,
each Collection Account, Payment Ahead Servicing Account and Certificate Account
will initially be maintained in the trust department of the Trustee. (Section
4.01).

The Servicer will deposit all payments on Receivables held by any Trust
received from obligors and all proceeds of such Receivables collected during
each Monthly Period into the related Collection Account not later than two
business days after receipt. However, at any time that (i) GMAC is the Servicer,
(ii) there exists no Event of Default and (iii) either (A) the short-term
unsecured debt of the Servicer is rated at least A-1 by Standard & Poor's
Ratings Services and P-1 by Moody's Investors Service, Inc. or (B) certain
arrangements are made which are acceptable to the relevant rating agency or
agencies, the Servicer may retain such amounts until the related Distribution
Date. Pending deposit into the Collection Account, collections may be employed
by the Servicer at its own risk and for its own benefit and will not be
segregated from its own funds. (Section 4.02).

Collections on a Scheduled Interest Receivable held by any Trust made
during a Monthly Period (other than an Administrative Receivable or a Warranty
Receivable) which are not late fees, prepayment charges or certain other similar
fees or charges will be applied first to any outstanding Scheduled Interest
Advances made by the Servicer with respect to such Receivable and then to the
Scheduled Payment. Any collections on such a Receivable remaining after such
applications will be considered an "EXCESS PAYMENT." Such Excess Payment will be
held by the Servicer (or, if the Servicer has not satisfied conditions (i), (ii)
and (iii) described in the preceding paragraph, will be deposited in the Payment
Ahead Servicing Account), and will be deemed a "PAYMENT AHEAD," except as
described in the following sentence. If and to the extent that an Excess Payment
(i) together with any unapplied Payments Ahead, exceeds the sum of three
Scheduled Payments or (ii) constitutes, either alone or together with any
previous unapplied Payments Ahead, full prepayment, then such portion of such
Excess Payment shall not be deemed a Payment Ahead and shall instead be applied
as a full or partial prepayment of such Receivable (a "PREPAYMENT"). (Section
4.03(a)).

Collections made during a Monthly Period with respect to Simple Interest
Receivables held by any Trust (other than Administrative Receivables or Warranty
Receivables) which are not late fees or certain other similar fees or charges
will be applied first to the payment to the Servicer of Excess Simple Interest
Collections, if any, and next to principal and interest on all such Receivables
held by the related Trust. (Section 4.03(b)). With respect to a Monthly Period,
"EXCESS SIMPLE INTEREST COLLECTIONS" represent the excess, if any, of (i) all
payments received during such Monthly Period on all Simple Interest Receivables
held by the related Trust to the extent allocable to interest over (ii) the
amount of interest that would be due during such Monthly Period on all Simple
Interest Receivables held by such Trust, assuming that the payment on each such
Receivable was received on its respective due date.

Collections on Administrative Receivables and Warranty Receivables
(including Administrative Purchase Payments and Warranty Payments) will
generally be applied in the manner described above, except that unapplied
Payments Ahead on a Scheduled Interest Receivable will be made to the Servicer
or the Seller, as applicable, and Administrative Purchase Payments and Warranty
Payments on a Simple Interest Receivable will not be applied to Excess Simple
Interest Collections. (Section 4.03(c)).

MONTHLY ADVANCES

Unless otherwise provided in the related Prospectus Supplement, if the
full Scheduled Payment due on a Scheduled Interest Receivable held by any Trust
is not received by the end of the month in which it is due, whether as the
result of any extension granted to the obligor or otherwise, the amount of
Payments Ahead, if any, not previously applied with respect to such Receivable
will be applied by the Servicer to the extent of the shortfall and the Payments
Ahead will be reduced accordingly. If any shortfall remains, the Servicer will
make a Scheduled Interest Advance equal to the amount of such shortfall. The
Servicer will be obligated to make a Scheduled Interest Advance only to the
extent that the Servicer, in its sole discretion, expects to recoup such
Advance, from subsequent collections or recoveries on any Scheduled Interest
Receivable. The Servicer will be reimbursed for any such Scheduled Interest
Advances from subsequent payments or collections relating to such Scheduled
Interest Receivable. Upon the determination that reimbursement from the
preceding sources is unlikely, the Servicer will be entitled to recoup its
Scheduled Interest Advance from collections from other Receivables.
(Section 4.04(a)).

Unless otherwise provided in the related Prospectus Supplement, with
respect to each Trust, as of the last day of each Monthly Period, the Servicer
will make a Simple Interest Advance equal to the excess, if any, of (i) the
amount of interest that would be due during such Monthly Period on all Simple
Interest Receivables held by the related Trust assuming that the payment on each
such Receivable was received on its respective due date over (ii) all payments
received during such Monthly Period on all Simple Interest Receivables held by
the related Trust to the extent allocable to interest. In addition, the Servicer
will be paid, to the extent all previously made Simple Interest Advances exceed
all Excess Simple Interest Collections previously paid to the Servicer, all
Liquidation Proceeds realized with respect to Simple Interest Receivables
allocable to accrued and unpaid interest thereon (but not including interest for
the then current Monthly Period). The Servicer will not make any advance with
respect to principal on any Simple Interest Receivable. (Section 4.04(b)).

DISTRIBUTIONS

With respect to each Trust, on or before each Distribution Date, the
Servicer or the Trustee, as the case may be, will transfer collections on the
Receivables held by the related Trust for the related Monthly Period and all
Prepayments to the related Certificate Account. On each Distribution Date, the
Trustee will cause collections made during such Monthly Period which constitute
Payments Ahead to be transferred from such Certificate Account to the Servicer
or to the related Payment Ahead Servicing Account, if required. (Sections 4.01
and 4.06).

The Trustee will make distributions to the Certificateholders out of the
amounts on deposit in the related Certificate Account. The amount to be
distributed to the Certificateholders will be determined in the manner described
below.

DETERMINATION OF AVAILABLE AMOUNTS. The "TOTAL AVAILABLE AMOUNT" for a
Distribution Date will be the sum of the Available Interest and the Available
Principal.

The "AVAILABLE INTEREST" with respect to each series of Certificates for a
Distribution Date will be the sum, with respect to the related Monthly Period,
of: (i) that portion of all collections on the Receivables held by the related
Trust (other than Liquidating Receivables) allocable to interest or Prepayment
Surplus (including, in the case of Scheduled Interest Receivables, the interest
portion of existing Payments Ahead being applied in such Monthly Period but
excluding Excess Payments made during such Monthly Period that are treated as
Payments Ahead), (ii) proceeds ("LIQUIDATION PROCEEDS") of the liquidation of
defaulted Receivables ("LIQUIDATING RECEIVABLES"), to the extent allocable to
interest in accordance with the Servicer's customary servicing procedures, (iii)
all Simple Interest Advances, (iv) all Scheduled Interest Advances to the extent
allocable to interest and (v) the Warranty Payment or the Administrative
Purchase Payment of each Receivable that the Seller repurchased or the Servicer
purchased during such related Monthly Period, to the extent allocable to accrued
interest or Prepayment Surplus thereon.

With respect to each series of Certificates, the "AVAILABLE PRINCIPAL" for
a Distribution Date will be the sum, with respect to the related Monthly Period,
of: (i) that portion of all collections on the Receivables held by the related
Trust (other than Liquidating Receivables) allocable to principal (including, in
the case of Scheduled Interest Receivables, the principal portion of Prepayments
and existing Payments Ahead being applied in such Monthly Period but excluding
Excess Payments made during such Monthly Period that are treated as Payments
Ahead), (ii) Liquidation Proceeds to the extent allocable to principal in
accordance with the Servicer's customary servicing procedures, (iii) all
Scheduled Interest Advances to the extent allocable to principal and (iv) to the
extent allocable to principal, the Warranty Payment or the Administrative
Purchase Payment received with respect to each Receivable that the Seller
repurchased or the Servicer purchased during such related Monthly Period.

The Available Interest and the Available Principal with respect to any
series of Certificates on any Distribution Date will exclude: (i) amounts
received on any Scheduled Interest Receivable (other than a Liquidating
Receivable) to the extent that the Servicer has previously made an unreimbursed
Scheduled Interest Advance, (ii) Liquidation Proceeds with respect to Scheduled
Interest Receivables to the extent of any unreimbursed Scheduled Interest
Advances, (iii) any Excess Simple Interest Collections, (iv) Liquidation
Proceeds with respect to Simple Interest Receivables paid to the Servicer as
described above under "Monthly Advances" and (v) amounts representing
reimbursement for certain Liquidation Expenses.

CALCULATION OF DISTRIBUTABLE AMOUNTS. With respect to any series of
Certificates, the "CLASS A DISTRIBUTABLE AMOUNT" with respect to a Distribution
Date will equal the sum of (i) the "CLASS A PRINCIPAL DISTRIBUTABLE AMOUNT,"
consisting of the Class A Percentage of the following items: (a) the principal
portion of all Scheduled Payments with respect to the related Monthly Period on
Scheduled Interest Receivables held by the related Trust (other than Liquidating
Receivables) and the principal portion of all payments received by the Trustee
during the related Monthly Period on Simple Interest Receivables held by the
related Trust (other than Liquidating Receivables), (b) the principal portion of
all Prepayments received during the related Monthly Period (except to the extent
included in (a) above) and (c) the Principal Balance of each Receivable that the
Servicer became obligated to purchase, the Seller became obligated to repurchase
or that became a Liquidating Receivable during the related Monthly Period
(except to the extent included in (a) or (b) above) and (ii) the "CLASS A
INTEREST DISTRIBUTABLE AMOUNT," consisting of one month's interest at the Pass
Through Rate on the Class A Certificate Balance as of the last day of the
related Monthly Period.

The "Class A Certificate Balance" with respect to any series of
Certificates will equal, initially, the Class A Percentage of the Aggregate
Amount Financed and, thereafter, will equal such initial Class A Certificate
Balance, reduced by all distributions of Class A Principal Distributable Amounts
actually made to Class A Certificateholders.

With respect to any series of Certificates, the "CLASS B DISTRIBUTABLE
AMOUNT" with respect to a Distribution Date will be an amount equal to the sum
of (i) the "CLASS B PRINCIPAL DISTRIBUTABLE AMOUNT," consisting of the Class B
Percentage of the amounts set forth under (i)(a) through (i)(c) above with
respect to the Class A Principal Distributable Amount and (ii) the "CLASS B
INTEREST DISTRIBUTABLE AMOUNT," consisting of (a) one month's interest at the
Pass Through Rate on the Class B Certificate Balance as of the last day of the
related Monthly Period, (b) an amount equal to (1) all Surplus Interest with
respect to Receivables held by the related Trust less (2) Additional Servicing
payable on such Distribution Date and (c) all Prepayment Surplus with respect to
Scheduled Interest Receivables held by the related Trust to which a Prepayment
is to be applied, net of one month's interest at the applicable Pass Through
Rate on the aggregate Principal Balance of such Scheduled Interest Receivables
as of the first day of the related Monthly Period.

With respect to any series of Certificates, the "CLASS B CERTIFICATE
BALANCE" will equal, initially, the Class B Percentage of the Aggregate Amount
Financed and, thereafter, will equal the initial Class B Certificate Balance,
reduced by (i) all distributions of Class B Principal Distributable Amounts
actually made on or prior to such date to Class B Certificateholders (or
deposited on or prior to such date in the Subordination Spread Account, not
including the Subordination Initial Deposit), (ii) the Class A Principal
Carryover Shortfall as of the preceding Distribution Date and (iii) any
shortfalls from prior Distribution Dates in principal distributions to the Class
B Certificateholders.

With respect to each series of Certificates, the "PREPAYMENT SURPLUS" with
respect to any Distribution Date on which a Prepayment is to be applied with
respect to a Scheduled Interest Receivable, will equal that portion of such
Prepayment, net of any rebate to the obligor of the portion of the Scheduled
Payments attributable to unearned finance charges, which is not allocable to
principal.

With respect to each series of Certificates, the "SURPLUS INTEREST" with
respect to any Distribution Date will equal the product of (i) in the case of a
Scheduled Interest Receivable, the interest portion of the Scheduled Payment on
such Receivable or, in the case of a Simple Interest Receivable, the amount of
interest that would be due during such Monthly Period on such Receivable
assuming that such payment was received on its due date and (ii) the remainder
of (a) one minus (b) a fraction, the numerator of which equals the sum of the
applicable Pass Through Rate and the Basic Servicing Fee Rate and the
denominator of which equals the APR on such Receivable.

CALCULATION OF AMOUNTS TO BE DISTRIBUTED. Prior to each Distribution
Date, the Servicer will calculate the amount to be distributed to
Certificateholders.

The holders of the Class A Certificates will receive on each Distribution
Date, to the extent of available funds, an amount equal to the sum of the
related Class A Distributable Amount and any outstanding Class A Interest
Carryover Shortfall and Class A Principal Carryover Shortfall (each as defined
below). On each Distribution Date on which the sum of the Class A Interest
Distributable Amount and any outstanding Class A Interest Carryover Shortfall
from the preceding Distribution Date exceeds the related Class A Percentage of
the Available Interest (after payment of the Total Servicing Fee including any
unpaid Total Servicing Fees with respect to prior Monthly Periods), the Class A
Certificateholders will be entitled to receive such excess: first, from the
related Class B Percentage of such Available Interest, second, if such amounts
are insufficient, from amounts on deposit in the related Subordination Spread
Account, and third, if such amounts are insufficient, from the related Class B
Percentage of the Available Principal. (Section 4.06). With respect to any
series of Certificates, the "CLASS A INTEREST CARRYOVER SHORTFALL" as of the
close of any Distribution Date means the excess of the Class A Interest
Distributable Amount for such Distribution Date plus any outstanding Class A
Interest Carryover Shortfall from the preceding Distribution Date, to the extent
permitted by law, at the applicable Pass Through Rate from such preceding
Distribution Date through the current Distribution Date, over the amount of
interest that the holders of the Class A Certificates actually received on such
current Distribution Date.

With respect to any series of Certificates, on each Distribution Date on
which the sum of the Class A Principal Distributable Amount and any outstanding
Class A Principal Carryover Shortfall from the preceding Distribution Date
exceeds the Class A Percentage of the Available Principal on such Distribution
Date, the Class A Certificateholders will be entitled to receive such excess,
first, from the related Class B Percentage of the Available Principal, second,
if such amounts are insufficient, from amounts on deposit in the related
Subordination Spread Account, and third, if such amounts are insufficient, from
any remaining related Available Interest. (Section 4.06). With respect to any
series of Certificates, the "CLASS A PRINCIPAL CARRYOVER SHORTFALL" as of the
close of any Distribution Date means the excess of the Class A Principal
Distributable Amount plus any outstanding Class A Principal Carryover Shortfall
from the preceding Distribution Date over the amount of principal that the
holders of the Class A Certificates actually received on such current
Distribution Date.

The holders of the Class B Certificates will be entitled to receive on any
Distribution Date an amount equal to the sum of the related Class B Interest
Distributable Amount and the Class B Principal Distributable Amount (and any
shortfalls from prior Distribution Dates in payments to the Class B
Certificateholders), after giving effect to (i) amounts required to pay the
related Total Servicing Fee payable to the Servicer on such Distribution Date,
and (ii) any amounts required to be distributed to the holders of Class A
Certificates pursuant to the subordination of the rights of the holders of such
Class B Certificates.
(Section 4.06).

SUBORDINATION OF THE CLASS B CERTIFICATES; SUBORDINATION SPREAD ACCOUNT

The rights of the Class B Certificateholders to receive distributions with
respect to the Receivables held by the related Trust will be subordinated to the
rights of the Class A Certificateholders of the related series in the event of
defaults and delinquencies on such Receivables as provided in the related
Agreement. The protection afforded to the Class A Certificateholders will be
effected both by the preferential right of the Class A Certificateholders to
receive current distributions with respect to the Receivables held by the
related Trust and by the establishment of a Subordination Spread Account. Each
Subordination Spread Account will be created with an initial deposit by the
Seller of the applicable Subordination Initial Deposit and will thereafter be
increased by deposit therein of amounts otherwise distributable to the related
Class B Certificateholders until the amount in such Subordination Spread Account
reaches an amount equal to the applicable Specified Subordination Spread Account
Balance. Thereafter, amounts otherwise distributable to the Class B
Certificateholders will be deposited in such Subordination Spread Account to the
extent necessary to maintain the amount in such Subordination Spread Account at
the applicable Specified Subordination Spread Account Balance. (Section 4.07).

With respect to any series of Certificates, the "Specified Subordination
Spread Account Balance" with respect to any Distribution Date, will be the
Minimum Subordination Spread Amount, except that, unless otherwise provided in
the related Prospectus Supplement, if on any Distribution Date (i) the average
of the Charge-off Rates for the preceding three months exceeds 2.0% or (ii) the
average of the Delinquency Percentages for the preceding three months exceeds
1.5%, then such Specified Subordination Spread Account Balance for such
Distribution Date will be an amount equal to a specified percentage of the
aggregate Principal Balance. Such specified percentage shall be determined by
deducting from the Specified Subordination Percentage (as defined in the related
Prospectus Supplement) the following fraction, expressed as a percentage: (x) 1
minus (y) a fraction, the numerator of which is the related Class A Certificate
Balance and the denominator of which is the aggregate Principal Balance.
Notwithstanding the foregoing, in no event (except as described below) will any
Specified Subordination Spread Account Balance be more than the Maximum
Subordination Spread Amount or less than the Minimum Subordination Spread
Amount. As of any Distribution Date, the amount of funds actually on deposit in
any Subordination Spread Account may, in certain circumstances, be less than the
applicable Specified Subordination Spread Account Balance. Finally, on any
Distribution Date on which the related Class A Certificate Balance is equal to
or less than the Subordination Spread Trigger (as defined in the related
Prospectus Supplement) after giving effect to distributions on such Distribution
Date, the Specified Subordination Spread Account Balance will be the greater of
the applicable balance determined as described above or the Trigger
Subordination Spread Amount (as defined in the related Prospectus Supplement).

With respect to any series of Certificates, the "CHARGE-OFF RATE" with
respect to a Monthly Period will equal the Aggregate Net Losses with respect to
the Receivables held by the related Trust expressed, on an annualized basis, as
a percentage of the average of (x) the aggregate Principal Balance on the last
day of the Monthly Period preceding such Monthly Period and (y) the aggregate
Principal Balance on the last day of such Monthly Period; the "AGGREGATE NET
LOSSES" with respect to a Monthly Period will equal the aggregate Principal
Balance of all Receivables newly designated during such Monthly Period as
Liquidating Receivables minus Liquidation Proceeds collected during such Monthly
Period with respect to all Liquidating Receivables; and the "DELINQUENCY
PERCENTAGE" with respect to a Monthly Period will equal the ratio of all
outstanding Receivables which are 61 days or more delinquent as of the last day
of such Monthly Period, determined in accordance with the Servicer's normal
practices, divided by the number of outstanding Receivables on the last day of
such Monthly Period.

A Subordination Spread Account will not be a part of or otherwise
includable in the related Trust and will be a segregated trust account held by
the Trustee. With respect to any series of Certificates, on each Distribution
Date, (i) if the amounts on deposit in the related Subordination Spread Account
are less than the Specified Subordination Spread Account Balance for such
Distribution Date, the Trustee will, after payment of any amounts required to be
distributed to holders of the Class A Certificates and the payment of the Total
Servicing Fee due with respect to the related Monthly Period, withdraw from the
related Certificate Account and deposit in the related Subordination Spread
Account the amount remaining in the Certificate Account that would otherwise be
distributed to the holders of the Class B Certificates, or such lesser portion
thereof as is sufficient to bring the amount in such Subordination Spread
Account up to such Specified Subordination Spread Account Balance and (ii) if
the amount on deposit in the related Subordination Spread Account on such
Distribution Date (after giving effect to all deposits or withdrawals therefrom
on such Distribution Date) is greater than the applicable Specified
Subordination Spread Account Balance for such Distribution Date, the Trustee
will release and distribute any such excess to the holders of the Class B
Certificates. Upon any such distribution to the Class B Certificateholders, the
Class A Certificateholders of such series will have no further rights in, or
claims to, such amounts. (Section 4.07).

Amounts held from time to time in each Subordination Spread Account will
continue to be held for the benefit of holders of the Certificates. Funds in
each Subordination Spread Account will be invested as provided in the related
Agreement. The holders of the Class B Certificates will be entitled to receive
all investment earnings on amounts in the related Subordination Spread Account.
Investment income on amounts in any Subordination Spread Account will not be
available for distribution to the holders of the related Class A Certificates or
otherwise subject to any claims or rights of the holders of the related Class A
Certificates. (Section 4.07).

If on any Distribution Date the holders of the Class A Certificates do not
receive the sum of the related Class A Distributable Amount, Class A Interest
Carryover Shortfall and Class A Principal Carryover Shortfall for such
Distribution Date (after giving effect to any amounts applied to such deficiency
which were withdrawn from the related Subordination Spread Account or withheld
from the related Class B Distributable Amount), the holders of the Class B
Certificates of such series will not receive any portion of the Total Available
Amount.

The subordination of the Class B Certificates and the related
Subordination Spread Account is intended to enhance the likelihood of receipt by
the Class A Certificateholders of the full amount of principal and interest on
the Receivables held by the related Trust due them and to decrease the
likelihood that the Class A Certificateholders will experience losses. However,
in certain circumstances, the related Subordination Spread Account could be
depleted and shortfalls could result.

So long as certain conditions are satisfied, the Servicer is permitted for
administrative convenience to deposit in each Certificate Account only the net
amount distributable to Certificateholders on the Distribution Date. (Section
4.08). Similarly, the Seller is entitled to net its payment obligations to the
Trustee against any amounts distributable on the related Class B Certificates on
any Distribution Date. The amounts available for distribution to
Certificateholders as described above could be reduced if certain
indemnification or reimbursement payments were required to be made from the
related Certificate Account as described under "Monthly Advances," "Certain
Matters Regarding the Servicer" and "The Trustee."

The following chart sets forth an example of the application of the
foregoing provisions to a hypothetical monthly distribution:
<TABLE>

<S> <C>
September 1-
September 30........... Monthly Period. The Servicer receives payments and
other proceeds in respect of the Receivables.

October 10.............. The tenth calendar day of the month. On or before
this date the Servicer notifies the Trustee of, among
other things, the amounts to be distributed on the
Distribution Date.

October 14.............. Record Date. Distributions on the Distribution Date
are made to Certificateholders of record at the close
of business on this date (or, if Definitive
Certificates are issued, the Record Date will be
September 30).

October 15.............. Distribution Date. On or before this date, the Seller
and the Servicer (or the Trustee) make the required
remittances and transfers to the Collection Account and
the Certificate Account in immediately available funds,
and the Trustee pays the Total Servicing Fee,
distributes to holders of the Class A and Class B
Certificates amounts payable in respect of the
Certificates and remits amounts to the Subordination
Spread Account (if required).
</TABLE>

SERVICING COMPENSATION AND PAYMENT OF EXPENSES

With respect to each Trust, unless otherwise provided in the related
Prospectus Supplement, the Servicer will receive a servicing fee (the "BASIC
SERVICING FEE") for each Monthly Period equal to one-twelfth of the Basic
Servicing Fee Rate specified in the related Prospectus Supplement multiplied by
the aggregate Principal Balance of all Receivables held by such Trust as of the
last day of the preceding Monthly Period. Unless otherwise provided in the
related Prospectus Supplement with respect to each series of Certificates, the
Servicer will also receive for each Monthly Period an additional amount (the
"ADDITIONAL SERVICING") equal to the lesser of (i) the amount by which (A) the
aggregate amount of the Basic Servicing Fee for such Distribution Date and all
prior Distribution Dates exceeds (B) the aggregate amount of Additional
Servicing paid to the Servicer on all prior Distribution Dates, and (ii) the
amount, if any, by which (A) the sum of Available Interest and Available
Principal for the related Distribution Date exceeds (B) the sum, without
duplication, of (x) all amounts required to be distributed with respect to the
Class A Certificates and the Class B Certificates on such Distribution Date, (y)
the Basic Servicing Fee paid on such Distribution Date and any unpaid Basic
Servicing Fees from all prior Distribution Dates and (z) the amount, if any,
deposited into the Subordinated Spread Account on such Distribution Date. On
each Distribution Date the Servicer will be paid the Basic Servicing Fee, any
unpaid Basic Servicing Fees from all prior Distribution Dates and the Additional
Servicing (collectively, the "TOTAL SERVICING FEE") to the extent of funds
available therefor. Unless otherwise provided in the Prospectus Supplement, the
Total Servicing Fee for each Monthly Period (together with any portion of the
Total Servicing Fee that remains unpaid from prior Distribution Dates) may be
paid at the beginning of such Monthly Period out of collections for such Monthly
Period. In addition, with respect to each series of Certificates, the Servicer
will be entitled to any late fees, prepayment charges or certain similar fees
and charges collected during the Monthly Period, plus any interest earned during
the Monthly Period on deposits in the related Collection Account and Payment
Ahead Servicing Account (the "SUPPLEMENTAL SERVICING FEE"). The "PRINCIPAL
BALANCE," as of any day, with respect to any Receivable, is equal to the Amount
Financed minus the sum of either (a) in the case of a Scheduled Interest
Receivable, (i) that portion of all Scheduled Payments due on or prior to such
date allocable to principal, (ii) that portion of any Warranty Payment or
Administrative Purchase Payment with respect to such Receivable allocable to
principal and (iii) any Prepayment applied by the Servicer to reduce the
Principal Balance of such Receivable; or (b) in the case of a Simple Interest
Receivable, (i) that portion of all payments received on or prior to such date
allocable to principal and (ii) that portion of any Warranty Payment or
Administrative Purchase Payment with respect to such Receivable allocable to
principal.

The Total Servicing Fee and the Supplemental Servicing Fee with respect to
each series of Certificates is intended to compensate the Servicer for
performing the functions of a third party servicer of automobile receivables as
an agent for their beneficial owner, including collecting and posting all
payments, responding to inquiries of obligors on the Receivables, investigating
delinquencies, sending payment coupons to obligors, reporting tax information to
obligors, paying costs of collections and policing the collateral. Such amounts
will also compensate the Servicer for its services as the Receivables Pool
administrator, including making Monthly Advances, accounting for collections,
furnishing monthly and annual statements to the Trustee with respect to
distributions and generating federal income tax information for the related
Trust. Such amounts also will reimburse the Servicer for certain taxes, the
Trustee's fees, accounting fees, outside auditor fees, data processing costs and
other costs incurred in connection with administering the related Receivables
Pool. (Section 3.09).

SERVICING PROCEDURES

The Servicer will make reasonable efforts to collect all payments due with
respect to the Receivables held by any Trust and will, consistent with the
related Agreement, follow such collection procedures as it follows with respect
to comparable automotive receivables that it services for itself or others.
(Section 3.02). See "Certain Legal Aspects of the Receivables." The Servicer is
authorized to grant certain rebates, adjustments or extensions with respect to a
Receivable subject to certain restrictions on amending or modifying Receivables,
as described under "The Certificates -- Sale and Assignment of Receivables and
Warranties Thereon." (Sections 3.02 and 3.07).

If the Servicer determines that eventual payment in full of a Receivable
is unlikely, the Servicer will follow its normal practices and procedures to
realize upon such Receivable, including the repossession and disposition of the
Financed Vehicle securing such Receivable at a public or private sale, or the
taking of any other action permitted by applicable law. (Section 3.04). The
Servicer will be entitled to receive an amount specified in the related
Agreement as an allowance for amounts charged to the account of the obligor, in
keeping with the Servicer's customary procedures, for refurbishing and
disposition of the Financed Vehicle and other out-of-pocket costs related to the
liquidation ("LIQUIDATION EXPENSES").
(Section 3.04).

REPORTS TO CLASS A CERTIFICATEHOLDERS

With respect to each series of Certificates, on each Distribution Date,
the Trustee will include with each distribution to each Class A
Certificateholder (which will be Cede as the nominee for DTC unless Definitive
Certificates are issued under the limited circumstances described herein) a
statement setting forth the following information with respect to the related
Monthly Period, to the extent applicable (Section 4.09(a)):

(i) the amount of the distribution allocable to principal;

(ii) the amount of the distribution allocable to interest;

(iii) the aggregate Principal Balance as of the close of business on the
last day of such Monthly Period;

(iv) the amount of the Total Servicing Fee paid to the Servicer with
respect to the related Monthly Period and the Certificateholder's
Class A Percentage of the Total Servicing Fee;

(v) the amount of the Class A Interest Carryover Shortfall and Class A
Principal Carryover Shortfall, if any, on such Distribution Date
and the change in such amounts from those of the prior Distribution
Date;

(vi) the Class A Pool Factor on such Distribution Date (after giving
effect to payments allocated to principal reported under (i) above);

(vii) the amount otherwise distributable to the Class B Certificateholders
that is distributed to Class A Certificateholders on such
Distribution Date;

(viii) the balance of the Subordination Spread Account on such
Distribution Date, after giving effect to distributions made on
such Distribution Date, and the change in such balance from that
of the prior Distribution Date;

(ix) the aggregate amount in the Payment Ahead Servicing Account or on
deposit with the Servicer as Payments Ahead and the change in such
amount from the previous Distribution Date; and

(x) the amount of Monthly Advances on such Distribution Date.

Each amount set forth pursuant to subclauses (i), (ii), (iv) and (v) above
will be expressed as a dollar amount per $1,000 of original principal balance of
a Class A Certificate.

Within the prescribed period of time for tax reporting purposes after the
end of each calendar year during the term of each related Agreement, the Trustee
will mail to each person who at any time during such calendar year will have
been a Class A Certificateholder, a statement containing the sum of the amounts
described in (i), (ii), (iv) and (v) above for the purposes of such Class A
Certificateholder's preparation of federal income tax returns. (Section
4.09(b)). See "Federal Income Tax Consequences."

EVIDENCE AS TO COMPLIANCE

Each Agreement will provide that a firm of independent accountants will
furnish to the Trustee on or before August 15 of each year, beginning the first
August 15 which is at least twelve months after the related Closing Date, a
statement as to compliance by the Servicer during the preceding twelve months
ended June 30 with certain standards relating to the servicing of the related
Receivables, the Servicer's accounting records and computer files with respect
thereto and certain other matters. (Section 3.12).

Each Agreement will also provide for delivery to the Trustee, on or before
August 15 of such year, beginning the first August 15 which is at least twelve
months after the related Closing Date, of a certificate signed by an officer of
the Servicer stating that the Servicer has fulfilled its obligations under the
related Agreement throughout the preceding twelve months ended June 30 or, if
there has been a default in the fulfillment of any such obligation, describing
each such default. Such certificate may be provided as a single certificate
making the required statements as to more than one Agreement. (Section 3.11).

Copies of such statements and certificates may be obtained by
Certificateholders by a request in writing to the Trustee addressed to the
Corporate Trust Office. (Section 3.11(a)).

In each Agreement, the Seller will agree to give the Trustee notice of any
event which with the giving of notice or the lapse of time, or both, would
become an Event of Default as defined in Section 8.01 therein. In addition, the
Seller will agree to give the Trustee and the Trust notice of certain covenant
breaches which with the giving of notice or lapse of time, or both, would become
an Event of Default. (Section 3.11(b)).

CERTAIN MATTERS REGARDING THE SERVICER

Each Agreement will provide that GMAC may not resign from its obligations
and duties as the Servicer thereunder, except upon determination that GMAC's
performance of such duties is no longer permissible under applicable law. No
such resignation will become effective until the Trustee or a successor servicer
has assumed GMAC's servicing obligations and duties under the related Agreement.
(Section 7.05).

Each Agreement will further provide that neither the Servicer nor any of
its directors, officers, employees and agents will be under any liability to the
related Trust or the Certificateholders for taking any action or for refraining
from taking any action pursuant to such Agreement or for errors in judgment;
except that neither the Servicer nor any such person will be protected against
any liability that would otherwise be imposed by reason of wilful misfeasance,
bad faith or negligence (except errors in judgment) in the performance of the
Servicer's duties thereunder or by reason of reckless disregard of its
obligations and duties thereunder. Each Agreement will further provide that the
Servicer and its directors, officers, employees and agents will be reimbursed by
the Trustee for any contractual damages, liability or expense incurred by reason
of the Trustee's wilful misfeasance, bad faith or negligence (except errors in
judgment) in the performance of the Trustee's duties thereunder or by reason of
reckless disregard of its obligations and duties thereunder. In addition, each
Agreement will provide that the Servicer is under no obligation to appear in,
prosecute or defend any legal action that is not incidental to the Servicer's
servicing responsibilities under such Agreement and that, in its opinion, may
cause it to incur any expense or liability. The Servicer may, however, undertake
any reasonable action that it may deem necessary or desirable in respect of such
Agreement and the rights and duties of the parties thereto and the interests of
the Certificateholders thereunder. In such event, the legal expenses and costs
of such action and any liability resulting therefrom will be expenses, costs and
liabilities of the related Trust, and the Servicer will be entitled to be
reimbursed therefor out of the related Certificate Account. Any such
indemnification or reimbursement will reduce the amount otherwise available for
distribution to Certificateholders. (Section 7.03).

Under the circumstances specified in each Agreement, any entity into which
the Servicer or the Seller, as the case may be, may be merged or consolidated,
or any entity resulting from any merger, conversion or consolidation to which
the Servicer or the Seller, as the case may be, is a party, or any entity
succeeding to the business of the Servicer or the Seller, as the case may be or
with respect to its obligations as Servicer, any entity 50% or more of the
voting interests of which are owned, directly or indirectly, by General Motors,
which entity in each of the foregoing cases assumes the obligations of the
Servicer or the Seller, as the case may be, will be the successor of the
Servicer or the Seller, as the case may be, under each Agreement. (Sections 6.02
and 7.02). The Servicer may at any time subcontract any duties as Servicer under
any Agreement to any entity more than 50% of the voting interests of which are
owned, directly or indirectly, by General Motors. The Servicer may at any time
perform specific duties as Servicer through subcontractors who are in the
business of servicing receivables similar to the Receivables, provided that no
such delegation will relieve the Servicer of its responsibility with respect to
such duties. (Section 7.04).

EVENTS OF DEFAULT

With respect to any series of Certificates, "EVENTS OF DEFAULT" under the
related Agreement will consist of (i) any failure by the Servicer to make any
required distribution, payment, transfer or deposit or to direct the Trustee to
make any required distribution, which failure continues unremedied for five
business days after receipt by the Servicer of notice thereof from the Trustee
or discovery of such failure by an officer of the Servicer; (ii) any failure by
the Seller or the Servicer to observe or perform in any material respect any
other of its covenants or agreements in the related Agreement which failure
materially and adversely affects the rights of Certificateholders and which
continues unremedied for 90 days after the giving of written notice of such
failure to the Seller, by the Trustee or to the Seller and the Trustee by the
holders of Class A Certificates evidencing not less than 25% of the voting
interests thereof; (iii) any representation, warranty or certification made by
the Servicer in such Pooling and Servicing Agreement or in any certificate
delivered pursuant thereto proves to have been incorrect when made and which has
a material adverse effect on the rights of the related Securityholders and which
effect continues unremedied for a period of 60 days after the giving of written
notice thereof to the Servicer by the Trustee; or (iv) certain events of
bankruptcy insolvency or receivership with respect to the Servicer. (Section
8.01).

Notwithstanding the foregoing, there will be no Servicer Default where a
Servicer Default would otherwise exist under clause (i) above for a period of
ten Business Days or under clause (ii) for a period of 60 days if the delay or
failure giving rise to such Servicer Default was caused by an act of God or
other similar occurrence. Upon the occurrence of any such event, the Servicer
will not be relieved from using reasonable efforts to perform its obligations in
a timely manner in accordance with the terms of the Pooling and Servicing
Agreement and the Servicer will provide the Trustee, the Seller and the
Certificateholders prompt notice of such failure or delay by it, together with a
description of its efforts to so perform its obligations.

RIGHTS UPON EVENT OF DEFAULT

As long as an Event of Default under an Agreement remains unremedied, the
Trustee or holders of Class A Certificates evidencing at least a majority of the
voting interests thereof may terminate all of the rights and obligations of the
Servicer under such Agreement, whereupon such Trustee will succeed to all the
responsibilities, duties and liabilities of the Servicer under such Agreement
and will be entitled to similar compensation arrangements. If, however, a
bankruptcy trustee or similar official has been appointed for the Servicer, and
no Event of Default other than such appointment has occurred, such trustee or
official may have the power to prevent the Trustee or the Certificateholders
from effecting a transfer of servicing. If the Trustee is unwilling to act, then
it may and if it is unable to so act, it shall appoint, or petition a court of
competent jurisdiction for the appointment of, a successor having a net worth of
at least $100,000,000 and whose regular business includes the servicing of
automobile receivables and which satisfies the other criteria set forth in the
Agreement. The Trustee and such successor may agree upon the servicing
compensation to be paid, which in no event may be greater than the servicing
compensation to the Servicer under the related Agreement. (Sections 8.02 and
8.03).

WAIVER OF PAST DEFAULTS

With respect to each Trust, the holders of Class A Certificates evidencing
at least a majority of the voting interests thereof may waive any default by the
Servicer in the performance of its obligations under the related Agreement and
its consequences, except a default in making any required deposits to or
payments from the related Collection Account or Certificate Account in
accordance with the Agreement. No such waiver will impair the rights of the
Trustee or the Certificateholders with respect to subsequent defaults. (Section
8.05).

AMENDMENT

Each Agreement may be amended by the Seller, the Servicer and the Trustee
without the consent of the Class A Certificateholders (i) to cure any ambiguity,
(ii) to correct or supplement any provision therein that may be defective or
inconsistent with any other provision therein, (iii) to add or supplement any
credit, liquidity or other enhancement arrangement for the benefit of
Certificateholders, (iv) to add to the covenants, restrictions or obligations of
the Seller, the Servicer or the Trustee for the benefit of Certificateholders or
(v) to add, change or eliminate any other provisions of such Agreement in any
manner that will not, as evidenced by an opinion of counsel, adversely affect in
any material respect the interests of the Certificateholders. Each such
Agreement may also be amended by parties thereto with the consent of the holders
of Certificates evidencing at least a majority of the voting interests of each
class of Certificates for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of such Agreement or of
modifying in any manner the rights of Certificateholders; except that no such
amendment may (a) increase or reduce in any manner the amount of, or accelerate
or delay the timing of, distributions of payments that are required to be made
on any related Certificate, the applicable Pass Through Rate or the applicable
Specified Subordination Spread Account Balance, (b) adversely affect the rating
by any Rating Agency of the Certificates without the consent of holders of
Certificates evidencing at least two-thirds of the voting interests of the
outstanding Certificates or (c) reduce the aforesaid percentage required of
Certificateholders to consent to any such amendment without the consent of all
Certificateholders. (Section 11.01).

TERMINATION

With respect to each Trust, the respective obligations of the Seller, the
Servicer and the Trustee created by each Agreement will terminate upon the
distribution to the related Certificateholders of all amounts required to be
distributed to them pursuant to such Agreement. In order to avoid excessive
administrative expense, the Servicer, or its successor, is permitted at its
option to purchase from the related Trust, as of the last day of any Monthly
Period as of which the aggregate Principal Balance of all Receivables held by
the related Trust is equal to or less than 10% of the Aggregate Amount Financed,
the corpus of such Trust at a price equal to the aggregate Administrative
Purchase Payments for the related Receivables plus the appraised value of any
other property held as part of such Trust less Liquidation Expenses. Exercise of
such right and the subsequent distribution to Certificateholders of all amounts
required to be distributed to them pursuant to the related Agreement will effect
early retirement of such Certificates. In such case, the Trustee will give
written notice of termination to each Certificateholder of record. The final
distribution to any Certificateholder will be made only upon surrender and
cancellation of such Certificateholder's Certificate at an office or agency of
the Trustee specified in the notice of termination. (Sections 10.01 and 10.02).

DUTIES OF THE TRUSTEE

The Trustee will make no representations as to the validity or sufficiency
of any Agreement, the Certificates or any Receivables or related documents, and
will not be accountable for the use or application by the Seller or the Servicer
of any funds paid to the Seller or the Servicer in respect of the Certificates
or the Receivables, or the investment of any monies by the Servicer before such
monies are deposited into the related Certificate Account. The Trustee will not
independently verify any Receivables. If no Event of Default has occurred, the
Trustee will be required to perform only those duties specifically required of
it under the related Agreement. Generally, those duties will be limited to the
receipt of the various certificates, reports or other instruments required to be
furnished to the Trustee, in which case it will only be required to examine them
to determine whether they conform to the requirements of the related Agreement.
(Sections 9.01 and 9.05).

THE TRUSTEE

The First National Bank of Chicago will be the Trustee. The Trustee and
any of its affiliates may hold Certificates in their own names. In addition, for
the purpose of meeting the legal requirements of certain local jurisdictions,
the Trustee, with the consent of the Servicer, will have the power to appoint
co-trustees or separate trustees of all or any part of each Trust. In the event
of such appointment, all rights, powers, duties and obligations conferred or
imposed upon the Trustee by an Agreement will be conferred or imposed upon the
Trustee and such separate trustee or co-trustee jointly, or, in any jurisdiction
in which the Trustee will be incompetent or unqualified to perform certain acts,
singly upon such separate trustee or co-trustee who will exercise and perform
such rights, powers, duties and obligations solely at the direction of the
Trustee. (Section 9.12).

The Trustee will be under no obligation to exercise any of the trusts or
powers vested in it by an Agreement or to make any investigation of matters
arising thereunder or to institute, conduct or defend any litigation thereunder
or in relation thereto at the request, order or direction of any of the
Certificateholders, unless such Certificateholders have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby. (Section 9.04). No Certificateholder
will have any right under an Agreement to institute any proceeding with respect
to such Agreement, unless such holder previously has given to the Trustee
written notice of default and unless the holders of Class A Certificates
evidencing not less than 25% of the voting interests of such series have made
written request upon the Trustee to institute such proceeding in its own name as
Trustee thereunder and have offered to the Trustee reasonable indemnity and the
Trustee for 30 days has neglected or refused to institute any such proceedings.
(Section 11.03).

The Trustee may give notice of its intent to resign at any time, in which
event the Servicer will be obligated to appoint a successor trustee. The
Servicer may also remove the Trustee if the Trustee ceases to be eligible to
continue as such under the related Agreement or if the Trustee becomes insolvent
or unable to act. In such circumstances, the Servicer will be obligated to
appoint a successor trustee. Any resignation or removal of the Trustee and
appointment of a successor trustee will not become effective until acceptance of
the appointment by the successor trustee. (Section 9.09).

Each Agreement will provide that the Servicer will pay the Trustee's fees.
(Section 9.07). Each Agreement will further provide that the Trustee will be
entitled to indemnification by the Servicer for, and will be held harmless
against, any loss, liability or expense incurred by the Trustee in the
acceptance or performance of its duties under such Agreement (other than through
its own wilful misfeasance, bad faith or negligence (other than errors in
judgment) or by reason of a breach of any of its representations or warranties
set forth in such Agreement). (Sections 6.01, 7.01 and 9.07). Any such
indemnification by a Trust will reduce the amount otherwise available for
distribution to Certificateholders.

CERTAIN LEGAL ASPECTS OF THE RECEIVABLES

SECURITY INTEREST IN VEHICLES

In all states in which the Receivables are originated, retail instalment
sale contracts such as the Receivables evidence the credit sale of automobiles
and light trucks by dealers to purchasers. The contracts also will constitute
personal property security agreements and include grants of security interests
in the vehicles under the Uniform Commercial Code. Perfection of security
interests in the vehicles is generally governed by the motor vehicle
registration laws of the state in which the vehicle is located. In all states in
which the Receivables are originated, a security interest in a vehicle is
perfected by notation of the secured party's lien on the vehicle's certificate
of title.

With respect to each Trust, pursuant to the related Purchase Agreement,
GMAC will assign its security interest in the Financed Vehicles securing the
related Receivables to the Seller and pursuant to each Agreement, the Seller
will assign its security interest in the Financed Vehicles securing the
Receivables to the Trust. However, because of the administrative burden and
expense, no certificate of title will be amended to identify the related Trust
as the new secured party relating to a Financed Vehicle. Also, the Servicer will
continue to hold any certificates of title relating to the vehicles in its
possession as custodian for the Seller and the Trustee pursuant to the related
Custodian Agreement. See "The Certificates--Sale and Assignment of Receivables
and Warranties Thereon."

In most states, an assignment such as that under both the related Purchase
Agreement and the related Agreement is an effective conveyance of a security
interest without amendment of any lien noted on a vehicle's certificate of
title, and the assignee succeeds thereby to the assignor's rights as secured
party. In the absence of fraud or forgery by the vehicle owner or GMAC or
administrative error by state or local agencies, in most states the notation of
the Servicer's lien on the certificates of title will be sufficient to protect
the related Trust against the rights of subsequent purchasers of a Financed
Vehicle from an obligor or subsequent lenders to an obligor who take a security
interest in a Financed Vehicle. If there are any Financed Vehicles as to which
GMAC failed to obtain a perfected security interest, its security interest would
be subordinate to, among others, subsequent purchasers of the Financed Vehicles
and holders of perfected security interests. Such a failure, however, would
constitute a breach of GMAC's warranties under the related Purchase Agreement
and, if the interests of the Certificateholders in the related Receivable are
materially and adversely affected, would create an obligation of GMAC to
repurchase such Receivable unless the breach is cured. See "The
Certificates--Sale and Assignment of Receivables and Warranties Thereon."
Similarly, the security interest of the related Trust in the vehicle could be
defeated through fraud or negligence and, because such Trust is not identified
as the secured party on the certificate of title, by the bankruptcy petition of
the obligor.

Under the laws of most states, the perfected security interest in a
vehicle would continue for four months after a vehicle is moved to a state other
than the state in which it is initially registered and thereafter until the
vehicle owner re-registers the vehicle in the new state. A majority of states
generally require surrender of a certificate of title to re-register a vehicle.
Accordingly, a secured party must surrender possession if it holds the
certificate of title to the vehicle or, in the case of vehicles registered in
states providing for the notation of a lien on the certificate of title but not
possession by the secured party, the secured party would receive notice of
surrender if the security interest is noted on the certificate of title. Thus,
the secured party would have the opportunity to re-perfect its security interest
in the vehicles in the state of relocation. In states that do not require
surrender of a certificate of title for registration of a motor vehicle,
re-registration could defeat perfection. In the ordinary course of servicing
receivables, the Servicer takes steps to effect re-perfection upon receipt of
notice of re-registration or information from the obligor as to relocation.
Similarly, when an obligor sells a vehicle, the Servicer must surrender
possession of the certificate of title or will receive notice as a result of its
lien noted thereon and accordingly will have an opportunity to require
satisfaction of the related Receivable before release of the lien. Under each
Agreement, the Servicer will be obligated to take appropriate steps, at the
Servicer's expense, to maintain perfection of security interests in the Financed
Vehicles.

Under the laws of most states, liens for repairs performed on a motor
vehicle and liens for unpaid taxes take priority over even a perfected security
interest in a financed vehicle. The Internal Revenue Code of 1986, as amended,
also grants priority to certain federal tax liens over the lien of a secured
party. The laws of certain states and federal law permit the confiscation of
motor vehicles by governmental authorities under certain circumstances if used
in unlawful activities, which may result in the loss of a secured party's
perfected security interest in the confiscated motor vehicle. With respect to
each series of Certificates, GMAC will have represented to the Seller that, as
of the date of issuance of the Certificates of such series, each security
interest in a Financed Vehicle is or will be prior to all other present liens
(other than tax liens and other liens that arise by operation of law) upon and
security interests in such Financed Vehicle. The Seller will have assigned such
representation, among others, to the related Trust pursuant to the related
Agreement. However, liens for repairs or taxes, or the confiscation of a
Financed Vehicle, could arise at any time during the term of a Receivable. No
notice will be given to the Trustee or Certificateholders if such a lien or
confiscation arises.

REPOSSESSION

In the event of default by vehicle purchasers, the holder of the retail
instalment sale contract has all the remedies of a secured party under the
Uniform Commercial Code, except where specifically limited by other state laws.
Among Uniform Commercial Code remedies, the secured party has the right to
perform self-help repossession unless such act would constitute a breach of the
peace. Self-help is the method employed by the Servicer in most cases and is
accomplished simply by taking possession of the Financed Vehicle. In the event
of default by the obligor, some jurisdictions require that the obligor be
notified of the default and be given a time period within which the obligor may
cure the default prior to repossession. Generally, this right of reinstatement
may be exercised on a limited number of occasions in any one-year period. In
cases where the obligor objects or raises a defense to repossession, or if
otherwise required by applicable state law, a court order must be obtained from
the appropriate state court and the vehicle must then be repossessed in
accordance with that order. A secured party may be held responsible for damages
caused by a wrongful repossession of a vehicle.

NOTICE OF SALE; REDEMPTION RIGHTS

The Uniform Commercial Code and other state laws require the secured party
to provide the obligor with reasonable notice of the date, time and place of any
public sale and/or the date after which any private sale of the collateral may
be held. In addition, a consent order between the Servicer and the Federal Trade
Commission ("FTC REPOSSESSION CONSENT ORDER") imposes similar requirements for
the giving of notice for any such sale. The obligor has the right to redeem the
collateral prior to actual sale by paying the secured party the unpaid principal
balance of the obligation plus reasonable expenses for repossessing, holding and
preparing the collateral for disposition and arranging for its sale, plus, in
some jurisdictions, reasonable attorneys' fees, or, in some states, by payment
of delinquent instalments or the unpaid balance.

DEFICIENCY JUDGMENTS AND EXCESS PROCEEDS

The proceeds of resale of the Financed Vehicles generally will be applied
first to the expenses of resale and repossession and then to the satisfaction of
the indebtedness. In many instances, the remaining principal amount of such
indebtedness will exceed such proceeds. While some states impose prohibitions or
limitations on deficiency judgments if the net proceeds from resale do not cover
the full amount of the indebtedness, a deficiency judgment can be sought in
those states that do not prohibit or limit such judgments. However, the
deficiency judgment would be a personal judgment against the obligor for the
shortfall, and a defaulting obligor can be expected to have very little capital
or sources of income available following repossession. Therefore, in many cases,
it may not be useful to seek a deficiency judgment or, if one is obtained, it
may be settled at a significant discount.

Occasionally, after resale of a vehicle and payment of all expenses and
all indebtedness, there is a surplus of funds. In that case, the UCC requires
the creditor to remit the surplus to any holder of a lien with respect to the
vehicle or if no such lienholder exists or there are remaining funds, the UCC
and the FTC Repossession Consent Order require the creditor to remit the surplus
to the former owner of the vehicle.

CONSUMER PROTECTION LAWS

Numerous federal and state consumer protection laws and related
regulations impose substantial requirements upon lenders and servicers involved
in consumer finance. These laws include the Truth-in-Lending Act, the Equal
Credit Opportunity Act, the Federal Trade Commission Act, the Fair Credit
Reporting Act, the Fair Debt Collection Practices Act, the Magnuson-Moss
Warranty Act, the Federal Reserve Board's Regulations B and Z, the Soldiers' and
Sailors' Civil Relief Act of 1940, the Texas Consumer Credit Code, state
adaptations of the National Consumer Act and of the Uniform Consumer Credit Code
(the "UCCC") and state sales finance and other similar laws. Also, state laws
impose finance charge ceilings and other restrictions on consumer transactions
and require contract disclosures in addition to those required under federal
law. These requirements impose specific statutory liabilities upon creditors who
fail to comply with their provisions. In some cases, this liability could affect
an assignee's ability to enforce consumer finance contracts such as the
Receivables (or, if a seller with respect to a Receivable is not liable for
indemnifying the related Trust as assignee of the Receivables from the Seller,
failure to comply could impose liability on an assignee in excess of the amount
of the Receivable).

The so-called "Holder-in-Due-Course" rule of the Federal Trade Commission
(the "FTC RULE"), the provisions of which are generally duplicated by the UCCC,
other state statutes or the common law, has the effect of subjecting a seller in
a consumer credit transaction (and certain related creditors and their
assignees) to all claims and defenses which the obligor in the transaction could
assert against the seller. Liability under the FTC Rule is limited to the
amounts paid by an obligor under the contract, and the holder of the contract
may also be unable to collect any balance remaining due thereunder from the
obligor.

Most of the Receivables held by any Trust will be subject to the
requirements of the FTC Rule. Accordingly, the Trustee, as holder of the related
Receivables, will be subject to any claims or defenses that the purchaser of the
related Financed Vehicle may assert against the seller of the Financed Vehicle.
Such claims are limited to a maximum liability equal to the amounts paid by the
obligor on the Receivable. If an obligor were successful in asserting any such
claim or defense, such claim or defense would constitute a breach of GMAC's
warranties under the related Agreement and may create an obligation of GMAC to
repurchase the Receivables unless the breach is cured in all material respects.
See "The Certificates--Sale and Assignment of the Receivables and Warranties
Thereon."

Courts have imposed general equitable principles upon secured parties
pursuing repossession and litigation involving deficiency balances. These
equitable principles may have the effect of relieving an obligor from some or
all of the legal consequences of a default.

In several cases, consumers have asserted that the self-help remedies of
secured parties under the UCC and related laws violate the due process
protections provided under the 14th Amendment to the Constitution of the United
States. Courts have generally upheld the notice provisions of the UCC and
related laws as reasonable or have found that the repossession and resale by the
creditor does not involve sufficient state action to afford constitutional
protection to consumers.

Under each Purchase Agreement, GMAC will represent to the Seller that each
related Receivable complies with all requirements of law in all material
respects. The Seller will assign such representation, among others, to the
related Trust. Accordingly, if an obligor has a claim against the Trust for
violation of any law and such claim materially and adversely affects the related
Trust's interest in a Receivable, such violation may constitute a breach and
would create an obligation of GMAC to repurchase such Receivable unless the
breach is cured in all material respects. See "The Certificates--Sale and
Assignment of the Receivables and Warranties Thereon."

OTHER LIMITATIONS

In addition to laws limiting or prohibiting deficiency judgments, numerous
other statutory provisions, including federal bankruptcy laws and related state
laws, may interfere with or affect the ability of a secured party to realize
upon collateral or to enforce a deficiency judgment. For example, in a Chapter
13 proceeding under the federal bankruptcy law, a court may prevent a creditor
from repossessing the Financed Vehicle, and, as part of the rehabilitation plan,
reduce the amount of the secured indebtedness to the market value of the
Financed Vehicle at the time of bankruptcy, leaving the creditor as a general
unsecured creditor for the remainder of the indebtedness. A bankruptcy court may
also reduce the monthly payments due under a contract or change the rate of
finance charge and time of repayment of the indebtedness.

TRANSFERS OF VEHICLES

The Receivables prohibit the sale or transfer of a Financed Vehicle
without the Servicer's consent and will permit the Servicer to accelerate the
maturity of the Receivable upon a sale or transfer without the Servicer's
consent. The Servicer will not consent to a sale or transfer and will require
prepayment of the Receivable. Although the Servicer, as agent of the Trustee,
may enter into a transfer of equity agreement with the secondary purchaser for
the purpose of effecting the transfer of the vehicle, the new obligation will
not be included in the related Receivables Pool.

FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of the material federal income tax
considerations relevant to the purchase, ownership and disposition of Class A
Certificates which are purchased in the initial distribution thereof. This
summary is based upon laws, regulations, rulings and decisions currently in
effect, all of which are subject to change. The discussion does not purport to
deal with all federal tax considerations applicable to all categories of
investors, some of which may be subject to special rules. In addition, this
summary is generally directed to prospective purchasers who purchase the Class A
Certificates in the initial distribution thereof, who are citizens or residents
of the United States, including domestic corporations and partnerships, and who
will hold the Class A Certificates as "capital assets" (generally, property held
for investment) within the meaning of Section 1221 of the Internal Revenue Code
of 1986, as amended (the "CODE"). Investors should consult their tax advisors to
determine the federal, state, local and other tax consequences of the purchase,
ownership and disposition of the Class A Certificates. Prospective investors
should note that no rulings have been or will be sought from the Internal
Revenue Service (the "SERVICE") with respect to any of the federal income tax
consequences discussed below, and no assurance can be given that the Service
will not take contrary positions.

TAX STATUS OF THE TRUST

In the opinion of Kirkland & Ellis, special counsel to the Seller ("TAX
COUNSEL"), each Trust will be classified as a grantor trust and not as an
association taxable as a corporation for federal income tax purposes. Subject to
the discussion below under "Treatment of Fees or Payments," each Class A
Certificate Owner will be treated as the owner of a pro rata undivided interest
in the applicable Class A Percentage of the ordinary income and corpus portions
of the related Trust.

INCOME OF CERTIFICATEHOLDERS

Subject to the discussion below under "Treatment of Fees or Payments," in
the opinion of Tax Counsel, each Class A Certificate Owner will be required to
report on its federal income tax return, in a manner consistent with its method
of accounting, its pro rata share of the applicable Class A Percentage of the
entire income of the related Trust, including interest or finance charges earned
on the Receivables held by such Trust and any gain or loss upon collection or
disposition of such Receivables. The portion of each monthly payment to a Class
A Certificate Owner that is allocable to principal will represent a recovery of
capital, which will reduce the tax basis of such Class A Certificate Owner's
undivided interest in the Receivables held by the related Trust. In computing
its federal income tax liability, a Class A Certificate Owner generally will be
entitled to deduct, consistent with its method of accounting, its pro rata share
of reasonable servicing fees and other fees paid or incurred by the related
Trust as provided in Section 162 or 212 of the Code. However, if a Class A
Certificate Owner is an individual, estate or trust, the deduction for its pro
rata share of such fees will be subject to certain limitations. In particular,
the deduction (taken together with all of such person's other miscellaneous
itemized deductions) will be allowed, for regular tax purposes, only to the
extent that all of such person's miscellaneous itemized deductions, including
such person's share of such fees, exceed 2% of such person's adjusted gross
income (including any income from the Certificates) and (in the case of an
individual) only to the extent that all of such person's itemized deductions (as
defined in Section 68(c) of the Code) exceed an amount equal to the lesser of
(i) 3% of such person's adjusted gross income in excess of certain
statutorily-defined thresholds which are adjusted annually for inflation (for
1996, $117,950 for married individuals filing jointly) or (ii) 80% of such
itemized deductions. The deduction will not be allowed for alternative minimum
tax purposes. Because the Trustee will not report to Class A Certificate Owners
the amount of income or deductions attributable to the related Surplus Interest,
Supplemental Servicing Fee or Prepayment Surplus, any such Class A Certificate
Owner who is an individual, estate or trust may effectively underreport its net
taxable income. See "Treatment of Fees and Payments" below for a discussion of
other possible consequences if amounts paid to the Servicer exceed reasonable
compensation for services rendered.

TREATMENT OF FEES OR PAYMENTS. It is expected that income will be reported
to Class A Certificate Owners on the assumption that the Class A Certificate
Owners own a 100% interest in the applicable Class A Percentage in all of the
principal and interest derived from the related Receivables. However, a portion
of the amounts paid to the Servicer or the Seller may exceed reasonable fees for
services rendered, by reason of the extent to which either the weighted average
APR of the Receivables, or the individual stated APRs of some of the
Receivables, exceed the Pass Through Rate. There are no authoritative
guidelines, for federal income tax purposes, as to the maximum amount of
compensation that may be considered reasonable for servicing the Receivables or
performing other services, in the context of this or similar transactions;
accordingly, Tax Counsel is unable to give an opinion on this issue. If amounts
paid to the Servicer or the Seller exceed reasonable compensation for services
provided, the Servicer or the Seller or both may be viewed as having retained,
for federal income tax purposes, an ownership interest in a portion of each
interest payment with respect to certain Receivables. As a result, such
Receivables may be treated as "stripped bonds" within the meaning of the Code.

To the extent that the Receivables are characterized as "stripped bonds,"
the income of the related Trust allocable to Class A Certificate Owner would not
include the portion of the interest on the Receivables treated as having been
retained by the Servicer or the Seller, as the case may be, and such Trust's
deductions would be limited to reasonable servicing fees and other fees. In
addition, a Class A Certificate Owner purchasing Certificates in the initial
distribution thereof would not be subject to the market discount and premium
rules discussed below with respect to the stripped Receivables, but instead
would be subject to the original issue discount ("OID") rules of the Code.
However, if the price at which a Class A Certificate Owner were deemed to have
acquired a stripped Receivable is less than the remaining principal balance of
such Receivable by an amount which is less than a statutorily defined DE MINIMIS
amount, such Receivable would not be treated as having OID. In general, it
appears that the amount of OID on a Receivable treated as a "stripped bond" will
be DE MINIMIS if it is less than 1/4 of 1% for each full year remaining after
the purchase date until the final maturity of the Receivable, although the IRS
could take the position that the weighted average maturity date, rather than the
final maturity date, should be used in performing this calculation. If the
amount of OID was DE MINIMIS under this rule, the actual amount of discount on
such a Receivable would be includible in income as principal payments are
received on the Receivable.

If the OID on a Receivable were not treated as DE MINIMIS, a Class A
Certificate Owner would be required to include any OID in income as it accrues,
regardless of when cash payments are received, using a method reflecting a
constant yield on the Receivables. It is possible that the IRS could assert that
a prepayment assumption should be used in computing the yield of a stripped
Receivable. If a stripped Receivable is deemed to be acquired by a Class A
Certificate Owner at a significant discount, such prepayment assumption could
accelerate the accrual of income by a Class A Certificate Owner. No
representation is made, nor is Tax Counsel able to give an opinion, that
Receivables will prepay at any particular rate.

It is also possible that any fees deemed to be excessive could be
recharacterized as deferred purchase price payable to the Seller by Class A
Certificate Owners in exchange for the related Receivables. The likely effect of
such recharacterization would be to increase current taxable income to a Class A
Certificate Owner.

DISCOUNT AND PREMIUM. If the price at which a Class A Certificate Owner
were deemed to have acquired a Receivable is less than the remaining principal
balance of such Receivable by an amount which is less than a statutorily defined
DE MINIMIS amount, such Receivable would not be treated as having OID. In
general, under Regulations it appears that the amount of OID on a Receivable
treated as a "stripped bond" will be DE MINIMIS if it is less than 1/4 of 1% for
each full year remaining after the purchase date until the final maturity of the
Receivable, although the Service could take the position that the weighted
average maturity date, rather than the final maturity date, should be used in
performing this calculation. If the amount of OID is DE MINIMIS under this rule,
the actual amount of discount on such a Receivable would be includible in income
as principal payments are received on the Receivable.

If the OID on a Receivable were not treated as DE MINIMIS, a Class A
Certificate Owner would be required to include any such OID in income as it
accrues, regardless of when cash payments are received, using a method
reflecting a constant yield on the Receivables. Moreover, the Service could
assert that a prepayment assumption should be used in computing the yield to
maturity of a Receivable. If a Receivable is deemed to be acquired by a Class A
Certificate Owner at a significant discount, such prepayment assumption could
accelerate the accrual of income by a Class A Certificate Owner. No
representation is made, nor is Tax Counsel able to give an opinion, that the
Receivable will prepay at any particular rate.

In the opinion of Tax Counsel, in the event that a Receivable held by any
Trust is treated as purchased at a premium (i.e., the purchase price exceeds the
sum of principal payments to be made thereon), such premium will be amortizable
by a Class A Certificate Owner as an offset to interest income (with a
corresponding reduction in the Class A Certificate Owner's basis) under a
constant yield method over the term of such Receivable if an election under
Section 171 of the Code is made (or was previously in effect in accordance with
the provisions of the Tax Reform Act of 1986).

SALE OF A CLASS A CERTIFICATE. In the opinion of Tax Counsel, if a Class A
Certificate is sold, gain or loss will be recognized equal to the difference
between the amount realized on the sale and the Class A Certificate Owner's
adjusted basis in such Class A Certificate. A Class A Certificate Owner's
adjusted basis will equal the cost of the Class A Certificate, increased by any
discount previously included in income and decreased by any deduction previously
allowed for accrued premium and by the amount of principal payments previously
received on the Receivables held by the related Trust.

BACKUP WITHHOLDING

Payments made on Class A Certificates and proceeds from the sale of Class
A Certificates will not be subject to a "backup" withholding tax of 31% unless,
in general, the Class A Certificate Owner fails to comply with certain reporting
procedures and is not an exempt recipient under applicable provisions of the
Code.

ERISA CONSIDERATIONS

Section 406 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and Section 4975 of the Code prohibit a pension, profit
sharing or other employee benefit plan from engaging in certain transactions
involving "plan assets" with persons that are "parties in interest" under ERISA
or "disqualified persons" under the Code with respect to the plan. ERISA also
imposes certain duties and certain prohibitions on persons who are fiduciaries
of plans subject to ERISA. Under ERISA, generally, any person who exercises any
authority or control with respect to the management or disposition of the assets
of a plan is considered to be a fiduciary of such plan. A violation of these
"prohibited transaction" rules may generate excise tax and other liabilities
under ERISA and the Code for such persons.

Pursuant to a final regulation (the "FINAL REGULATION") issued by the
Department of Labor ("DOL") concerning the definition of what constitutes the
"plan assets" of an employee benefit plan subject to ERISA or the Code or an
individual retirement account (collectively referred to as "BENEFIT PLANS"), the
assets and properties of certain entities in which a Benefit Plan makes an
equity investment could be deemed to be assets of the Benefit Plan in certain
circumstances. Accordingly, if Benefit Plans purchase Class A Certificates, the
related Trust could be deemed to hold plan assets.

Unless otherwise provided in the related Prospectus Supplement, the DOL
has granted an administrative exemption (an "EXEMPTION") to the underwriter
specified in the related Prospectus Supplement from certain of the prohibited
transaction and conflict of interest rules of ERISA with respect to the initial
purchase, the holding and the subsequent resale by Benefit Plans of certificates
in pass-through trusts with respect to which such underwriter is the sole
underwriter or the manager or co-manager of the underwriting syndicate and that
consist of certain receivables, loans and other obligations that meet the
conditions and requirements of such Exemption. The receivables covered by an
Exemption include motor vehicle instalment obligations such as the Receivables.
An Exemption will apply only if specific conditions (certain of which are
described below) are met. The Seller believes that an Exemption will apply to
the acquisition and holding of each series of Class A Certificates by Benefit
Plans and that all conditions of such Exemption other than those within the
control of the investors have been or will be met.

Among the conditions which must be satisfied for an Exemption to apply to
the acquisition by a Benefit Plan of Class A Certificates are the following:

(1) The acquisition of the Class A Certificates by a Benefit Plan is
on terms (including the price for the Certificates) that are at least as
favorable to the Benefit Plan as they would be in an arm's-length
transaction with an unrelated party;

(2) The rights and interests evidenced by the Class A Certificates
acquired by the Benefit Plan are not subordinated to the rights and
interests evidenced by other certificates of the related Trust;

(3) The Class A Certificates acquired by the Benefit Plan have
received a rating at the time of such acquisition that is in one of the
three highest generic rating categories from Standard & Poor's Ratings
Services, Moody's Investors Service, Inc., Duff & Phelps Credit Rating Co.
or Fitch Investors Service, L.P.;

(4) The sum of all payments made to the related underwriters in
connection with the distribution of such Class A Certificates represents
not more than reasonable compensation for underwriting such Class A
Certificates. The sum of all payments made to and retained by the Seller
pursuant to the sale of the Receivables to the related Trust represents
not more than the fair market value of such Receivables. The sum of all
payments made to and retained by the Servicer represents not more than
reasonable compensation for the Servicer's services as servicer under the
related Agreement and reimbursement of the Servicer's reasonable expenses
in connection therewith;

(5) The Trustee is not an "affiliate" (as defined in the Exemption)
of any other member of the Restricted Group (as defined below);

(6) The Benefit Plan investing in the Class A Certificates is an
"accredited investor" as defined in Rule 501(a)(1) of Regulation D of the
Commission under the Securities Act of 1933 as amended; and

(7) The related Trust satisfies the following requirements:

(a) the corpus of such Trust consists solely of assets of the type
which have been included in other investment pools,

(b) certificates in such other investment pools have been rated in
one of the three highest generic rating categories of Standard &
Poor's Ratings Services, Moody's Investors Service, Inc., Duff &
Phelps Credit Rating Co. or Fitch Investors Service, L.P. for at
least one year prior to the Benefit Plan's acquisition of Class A
Certificates, and

(c) certificates evidencing interests in such other investment pools
have been purchased by investors other than Benefit Plans for at
least one year prior to any Benefit Plan's acquisition of Class A
Certificates.

Certain transactions are not covered by an applicable exemption. An
Exemption does not exempt the acquisition and holding of Class A Certificates by
Benefit Plans sponsored by the Seller, the underwriters, the Trustee, the
Servicer, or any "obligor" (as defined in the Exemption) with respect to
Receivables included in the related Trust constituting more than 5% of the
aggregate unamortized principal balance of the assets in such Trust or any
affiliate of such parties (the "RESTRICTED GROUP"). Unless otherwise provided in
the related Prospectus Supplement, as of the date thereof, no obligor with
respect to Receivables included in any Trust will constitute more than five
percent of the aggregate unamortized principal balance of such Trust. Moreover,
the exemptive relief from the self-dealing/conflict of interest prohibited
transaction rules of ERISA is available, only if, among other requirements (i)
the person who has discretionary authority or renders investment advice with
respect to the investment of a Benefit Plan's assets in the Class A Certificates
(or such person's affiliate) is an obligor with respect to five percent or less
of the fair market value of the assets contained in the related Trust, (ii) a
Benefit Plan's investment in such Class A Certificates does not exceed 25% of
all of the Class A Certificates of such series outstanding at the time of the
acquisition, (iii) immediately after the acquisition, no more than 25% of the
assets of a Benefit Plan with respect to which the person who has discretionary
authority or renders investment advice are invested in certificates representing
an interest in a trust containing assets sold or serviced by the same entity and
(iv) in the case of the acquisition of Class A Certificates in connection with
their initial issuance, at least 50% of such Class A Certificates are acquired
by persons independent of the Restricted Group and at least 50% of the aggregate
interest in the related Trust is acquired by persons independent of the
Restricted Group.

An applicable Exemption will also apply to transactions in connection with
the servicing, management and operation of the related Trust, provided that, in
addition to the general requirements described above, (a) such transactions are
carried out in accordance with the terms of a binding pooling and servicing
agreement and (b) the pooling and servicing agreement is provided to, or
described in all material respects in the prospectus or private placement
memorandum provided to investing Benefit Plans before the Plans purchase Class A
Certificates issued by the related Trust. Each Agreement is a pooling and
servicing agreement as defined in the related Exemption. All transactions
relating to the servicing, management and operations of each Trust will be
carried out in accordance with the related Agreement, which Agreement is
described in all material respects in "The Certificates" and in the related
Prospectus Supplement.

Any Benefit Plan fiduciary considering the purchase of Class A
Certificates should consult with its counsel with respect to the applicability
of the related Exemption and other issues and determine on its own whether all
conditions have been satisfied and whether the Certificates are an appropriate
investment for a Benefit Plan under ERISA and the Code.

PLAN OF DISTRIBUTION

On the terms and conditions set forth in an underwriting agreement (an
"UNDERWRITING AGREEMENT") with respect to each series of Certificates, the
Seller will agree to sell to each of the underwriters named therein and in the
related Prospectus Supplement, and each of such underwriters will severally
agree to purchase from the Seller, the principal amount of Class A Certificates
set forth therein and in the related Prospectus Supplement.

In each Underwriting Agreement, the several underwriters will agree,
subject to the terms and conditions set forth therein, to purchase all the Class
A Certificates described therein which are offered hereby and by the related
Prospectus Supplement if any of such Class A Certificates are purchased. In the
event of a default by any underwriter, each Underwriting Agreement will provide
that, in certain circumstances, purchase commitments of the nondefaulting
underwriters may be increased or the Underwriting Agreement may be terminated.

Each Prospectus Supplement will either (i) set forth the price at which
the Class A Certificates being offered thereby will be offered to the public and
any concessions that may be offered to certain dealers participating in the
offering of such Certificates or (ii) specify that the Class A Certificates are
to be resold by such Underwriter in negotiated transactions at varying prices to
be determined at the time of such sale. After the initial public offering of any
Certificates, the public offering price and such concessions may be changed.

Each Underwriting Agreement will provide that the Seller will indemnify
the related underwriters against certain liabilities, including liabilities
under the Securities Act.

The place and time of delivery for the Certificates in respect of which
this Prospectus is delivered will be set forth in the accompanying Prospectus
Supplement. The Trustee may, from time to time, invest the funds in the
Designated Accounts in Eligible Investments acquired from the Underwriters.

LEGAL OPINIONS

Certain legal matters relating to the Certificates will be passed upon for
the Seller and the Servicer by Robert L. Schwartz, Esq., General Counsel of the
Seller and Assistant General Counsel of GMAC, and by Kirkland & Ellis, special
counsel to the Seller and the Servicer. Mr. Schwartz owns shares of each of the
classes of General Motors common stocks and has options to purchase shares of
General Motors common stock, $1-2/3 par value. Certain federal income tax
matters will be passed upon for the Seller by Kirkland & Ellis.

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<PAGE>

INDEX OF TERMS

Set forth below is a list of the defined terms used in this Prospectus and
the pages on which the definitions of such terms may be found herein.

Page
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Additional Servicing.................................
Administrative Purchase Payment......................
Administrative Receivable............................
Aggregate Amount Financed............................
Aggregate Net Losses ................................
Agreement ...........................................
Amount Financed......................................
APR..................................................
Available Interest ..................................
Available Principal..................................
Basic Servicing Fee..................................
Basic Servicing Fee Rate.............................
Benefit Plans........................................
Cede.................................................
Certificate Account..................................
Certificate Owner....................................
Certificateholders...................................
Certificates.........................................
Charge-off Rate......................................
Class A Certificateholder............................
Class A Certificates.................................
Class A Certificate Balance..........................
Class A Certificate Owner............................
Class A Distributable Amount.........................
Class A Interest Carryover Shortfall.................
Class A Interest Distributable Amount................
Class A Percentage...................................
Class A Pool Factor..................................
Class A Principal Carryover Shortfall................
Class A Principal Distributable Amount...............
Class B Certificateholder............................
Class B Certificates.................................
Class B Certificate Balance..........................
Class B Distributable Amount.........................
Class B Interest Distributable Amount................
Class B Percentage ..................................
Class B Principal Distributable Amount...............
Closing Date.........................................
Code ................................................
Collection Account...................................
Commission...........................................
Cutoff Date..........................................
Definitive Certificates..............................
Delinquency Percentage...............................
Depository...........................................
Distribution Date....................................
DOL..................................................
DTC..................................................
ERISA................................................

<PAGE>

Page
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Events of Default....................................
Excess Payment.......................................
Excess Simple Interest Collections...................
Exemption............................................
Financed Vehicles....................................
FTC Repossession Consent Order.......................
FTC Rule.............................................
Holders..............................................
Indirect Participants ...............................
Initial Class A Certificate Balance .................
Initial Class B Certificate Balance .................
Insolvency Laws .....................................
Liquidating Receivables .............................
Liquidation Expenses ................................
Liquidation Proceeds ................................
Maximum Subordination Spread Amount..................
Minimum Subordination Spread Amount..................
Monthly Advance .....................................
Monthly Period ......................................
Participants ........................................
Pass Through Rate ...................................
Payment Ahead .......................................
Payment Ahead Servicing Account .....................
Prepayment ..........................................
Prepayment Surplus ..................................
Principal Balance ...................................
Prospectus Supplement ...............................
Purchase Agreement ..................................
Receivables .........................................
Receivables Pool ....................................
Record Date .........................................
Registration Statement...............................
Required Deposit Rating .............................
Restricted Group ....................................
Rules ...............................................
Schedule of Receivables .............................
Scheduled Interest Advance ..........................
Scheduled Interest Receivable .......................
Scheduled Payments ..................................
Securities Act.......................................
Seller ..............................................
Service .............................................
Servicer ............................................
Simple Interest Advance .............................
Simple Interest Receivable ..........................
Specified Subordination Percentage ..................
Specified Subordination Spread Account Balance ......
Subordination Initial Deposit .......................
Subordination Spread Trigger ........................
Supplemental Servicing Fee ..........................
Surplus Interest ....................................
Tax Counsel .........................................
Total Available Amount ..............................
Total Servicing Fee .................................

<PAGE>

Page
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Trigger Subordination Spread Amount..................
Trust ...............................................
Trustee .............................................
UCCC ...............................................
Underwriters ........................................
Underwriting Agreement ..............................
United States person ................................
Warranty Payment ....................................
Warranty Receivable .................................

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE SELLER,
THE SERVICER OR THE UNDERWRITERS. THIS PROSPECTUS SUPPLEMENT AND PROSPECTUS DO
NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
SECURITIES OFFERED HEREBY TO ANYONE IN ANY JURISDICTION IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM
IT IS UNLAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT INFORMATION HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SINCE THE DATE OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS.

TABLE OF CONTENTS

Page
----
Prospectus Supplement
The Certificates.....................................
The Receivables Pool.................................
ERISA Considerations.................................
Underwriting.........................................
Legal Matters........................................

Prospectus
Available Information ...............................
Reports to Class A Certificateholders
By The Trustee.....................................
Prospectus Summary...................................
The Trusts...........................................
The Receivables .....................................
Class A Pool Factor and Trading Information .........
Use of Proceeds .....................................
The Seller ..........................................
The Servicer ........................................
The Certificates ....................................
Certain Legal Aspects of the Receivables ............
Federal Income Tax Consequences .....................
ERISA Considerations ................................
Plan of Distribution ................................
Legal Opinions ......................................
Index of Terms ......................................

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