Ally Financial Inc. – ‘S-2’ on 10/15/98

As of:  Thursday, 10/15/98   ·   Accession #:  40729-98-191   ·   File #:  333-65713

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Registration of Securities   —   Form S-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-2         Registration Statement                                16     85K 
 2: EX-5        Legal Opinion                                          1      8K 
 3: EX-12       Fixed Charges                                          2±     6K 

S-2   —   Registration Statement
Document Table of Contents

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 As filed with the Securities and Exchange Commission on October 15, 1998.
                                                 Registration No: 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 -------------------
FORM S-2
REGISTRATION STATEMENT
 Under
The Securities Act of 1933
------------------

 General Motors Acceptance Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware                                   38-0572512         
(State or Other Jurisdiction of                  (I.R.S. Employer               
Incorporation or Organization)                   Identification No.)          
------------------
 General Motors Acceptance Corporation
 3044 West Grand Boulevard
 Detroit, Michigan 48202
 Telephone: (313) 556-5000
 (Address, including zip code, and telephone
number, including area code, of Registrants' principal
executive offices)
------------------
 Jerome B. Van Orman
Vice President
General Motors Acceptance Corporation 
 3044 West Grand Boulevard
 Detroit, Michigan 48202
 Telephone: (313) 556-5000
 (Name, Address, including zip code, and telephone number,
including area code, of Registrants' principal
executive offices)
------------------
         Approximate  date of commencement of proposed sale of the securities to
the  public:  From  time to  time  after  this  Registration  Statement  becomes
effective.                                                                      
         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933, check the following box. /x/                            
         If the  registrant  elects  to  deliver  its  latest  annual  report to
security holders, or a complete and legible facsimile thereof,  pursuant to Item
11(a)(1) of this form, check the following box. / /                             
         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. / /                     
         If this  Form is a  post-effective  amendment  filed  pursuant  to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. / /                                            
         If this  form is a  post-effective  amendment  filed  pursuant  to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration  statement of the earlier effective  registration statement for
the same offering. / /                                                          
         If delivery of the prospectus  is expected to be made pursuant to  Rule
434, please check the following box. / /                                        
------------------

 CALCULATION OF REGISTRATION FEE

--------------------------    ---------------------    -------------------------
Title of Securities To          Amount To Be              Proposed Maximum    
  Be Registered               Registered              Offering Price Per
                                                       Unit(1)
==========================    =====================     ========================
Notes                            $300,000,000                    100%           
==========================    =====================     ========================

--------------------------    ---------------------                             
Proposed Maximum              Amount of                               
Aggregate Offering          Registration Fee                            
Price (1)                                                       
==========================    =====================                             
$300,000,000                  $88,500                               
==========================    =====================                             
               (1) Estimated solely for purposes of calculating the registration
fee pursuant to Rule 457(f).                                                    
------------------

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         The Registrant hereby amends this  Registration  Statement on such date
or dates as may be necessary to delay its  effective  date until the  registrant
shall file a further amendment that  specifically  states that this Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.                                                                  

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 SUBJECT TO COMPLETION, DATED OCTOBER 15, 1998

The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities in any state where the offer or sale is not permitted.               

PROSPECTUS                                                                      

 GENERAL MOTORS ACCEPTANCE CORPORATION

$300,000,000

 % NOTES DUE

These  Notes are being  sold by the  Selling  Securityholders  listed  under the
caption "SELLING  SECURITYHOLDERS." We will not receive any part of the proceeds
from the sale of the Notes.                                                     

CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 3 IN THE PROSPECTUS.      

NEITHER THE SEC NOR ANY STATE SECURITIES  COMMISSION HAS APPROVED OR DISAPPROVED
THESE SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                           

The date of this Prospectus is                   , 1998.                        

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 TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION...............................  2           
RISK FACTORS......................................................  3           
RATIO OF EARNINGS TO FIXED CHARGES................................  3           
USE OF PROCEEDS...................................................  4           
DESCRIPTION OF THE NOTES..........................................  4           
SELLING SECURITYHOLDERS...........................................  7           
PLAN OF DISTRIBUTION..............................................  8           
LEGAL MATTERS.....................................................  8           
EXPERTS...........................................................  9           

 WHERE YOU CAN FIND MORE INFORMATION

         General  Motors  Acceptance  Corporation  ("GMAC" or the  "COMPANY") is
subject to the  information  requirements  of the Exchange Act and files reports
and other  information  with the SEC. You may read and copy any reports or other
information  General  Motors  Acceptance  Corporation  files at the SEC's public
reference rooms in Washington,  D.C., New York, New York and Chicago,  Illinois.
You may also request  copies of these  documents  upon payment of a  duplicating
fee, by writing to the SEC's Public  Reference  Section.  Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. GMAC's SEC
filings are also  available  to the public from  commercial  document  retrieval
services and at the web site maintained by the SEC at "http://www.sec.gov."     

         GMAC has filed a  registration  statement  with  respect  to the Notes.
Pursuant to SEC rules and regulations, this document does not contain all of the
information that you can find in such registration  statement.  You may read and
copy this  information in the same way as any other  information that GMAC files
with the SEC.                                                                   

         Statements in this document concerning any document filed as an exhibit
to the  registration  statement  are  not  necessarily  complete  and,  in  each
instance,  reference  is made to the copy of the complete  document  filed as an
exhibit to the registration statement.  Each of those statements is qualified in
its entirety by reference to the complete document. These documents,  filed with
the SEC, may be inspected and copied,  and obtained by mail, from the SEC as set
forth above and will be available  for  inspection  and copying at the principal
executive offices of the Company at General Motors Acceptance Corporation,  3044
West Grand Boulevard,  Detroit,  Michigan 48202 (Tel. No.  313-556-5000)  during
regular business hours by any interested securityholder of the Company or his or
her representative who has been so designated in writing.                       

         The SEC allows us to "incorporate by reference"  information  into this
document,  which  means that we can  disclose  important  information  to you by
referring you to another document filed  separately with the SEC,  including the
Company's annual, quarterly and current reports. The information incorporated by
reference  is deemed to be part of this  document,  except  for any  information
superseded by information  in this document.  The  information  incorporated  by
reference is an important part of this prospectus,  and information that we file
later with the SEC will  automatically  update and supersede the  information in
this prospectus.                                                                

         This document  incorporates  by reference the documents set forth below
that GMAC  previously  filed with the SEC.  These  documents  contain  important
information about GMAC and its finances.                                        

SEC FILINGS (FILE NO. 1-3754)                     PERIOD                        
-----------------------------   ------------------------------------------------
Annual Report on Form 10-K      Year ended December 31, 1997                    
Quarterly Reports on Form 10-Q  Quarters ended March 31, 1998 and  June 30, 1998
Current Reports on Form 8-K     Dated  January 5, 1998, January 30, 1998,  April
               27, 1998, and October 13, 1998.

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         Copies of our Annual  Report on Form 10-K for the year  ended  December
31, 1997 and our  Quarterly  Report on Form 10-Q for the quarter  ended June 30,
1998 accompany this prospectus. Other documents incorporated by reference may be
obtained through the SEC and are available from GMAC without charge,  other than
exhibits  unless we have  specifically  incorporated  by reference an exhibit in
this  document.  You may obtain  documents  incorporated  by  reference  in this
document  by  making a request  to  General  Motors  Acceptance  Corporation  by
telephone at (313) 556-1240 or in writing at the following address:             

G.E. Gross, Comptroller         
     General Motors Acceptance Corporation
3044 West Grand Boulevard       
Mail code 482-1x1-103           
Detroit, Michigan 48202         
Tel: (313) 556-1240             

         You should rely only on the  information  contained in this document or
that we have referred you to. We have not authorized  anyone to provide you with
information that is different. We are not making an offer of these securities in
any state  where the offer is not  permitted.  You should  not  assume  that the
information in this  prospectus or any  prospectus  supplement is accurate as of
any date other than the date on the front of those documents.                   

RISK FACTORS

NO ESTABLISHED      The Notes do not have an established  trading market, and we
TRADING MARKET      do not intend to list the Notes on any securities  exchange.
                    __________has  advised the Company that it currently intends
                    to make a market in the  Notes as  permitted  by  applicable
                    laws and regulations.  _________________ is not obligated to
                    make a  market  in the  Notes  and  it may  discontinue  its
                    market-making activities at any time. Accordingly, there can
                    be no  assurance  a  secondary  market  for the  Notes  will
                    develop or if one develops that the liquidity of such market
                    will  continue.  If a trading  market does not develop or is
                    not   maintained,   holders  of  the  Notes  may  experience
                    difficultly  in  reselling  their  Notes or may be unable to
sell them at all.                       

CREDIT RATINGS      Any credit  ratings  assigned  to GMAC may not  reflect  the
                    potential impact of all risks related to structure and other
                    factors on the market value of the Notes.  Accordingly,  you
                    should  consult your own financial and legal  advisors as to
                    the risks  entailed  by an  investment  in the Notes and the
                    suitability  of  the  Notes  in  light  of  your  particular
circumstances.                          

RATIO OF EARNINGS TO FIXED CHARGES

Six Months Ended                                            
   June 30,                       Years Ended December 31,
       ----------------            ---------------------------------------
       1998        1997            1997     1996     1995    1994     1993
       ----        ----            ----     ----     ----    ----     ----
       1.36        1.47            1.42     1.41     1.36    1.33     1.33

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

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 USE OF PROCEEDS

         GMAC will not  receive  any part of the  proceeds  from the sale of the
Notes.                                                                          

DESCRIPTION OF THE NOTES

         The Notes were issued under an Indenture  dated as of July 1, 1982,  as
amended by a First  Supplemental  Indenture  dated as of April 1, 1986, a Second
Supplemental Indenture dated as of June 15, 1987, a Third Supplemental Indenture
dated as of  September  30, 1996, a Fourth  Supplemental  Indenture  dated as of
January 1, 1998, a Fifth Supplemental  Indenture dated as of September 30, 1998,
and as further amended by the Trust Indenture Reform Act of 1990 (together,  the
"INDENTURE"), between GMAC and  The  Bank of New  York,  Successor  Trustee (the
"TRUSTEE").  We have summarized  selected provisions of the Indenture below. The
summary  is not  complete.  The  form of the  Indenture  has  been  filed  as an
exhibit  to the registration  statement,  and you should  read the Indenture for
provisions that may be important to you. In the summary below,  we have included
references to  sections  numbers  of  the  Indenture  so  that  you  can  easily
locate these provisions. Capitalized terms used in the summary have the meanings
specified in the Indenture.                                                     

GENERAL                                                                         

         The Notes are limited in aggregate principal amount to $300,000,000 and
are  available  for purchase in minimum  denominations  of $100,000 and integral
multiples  thereof.  The Notes are  unsecured and  unsubordinated  and rank PARI
PASSU with all other  unsecured and  unsubordinated  obligations  of the Company
(other than obligations preferred by mandatory provisions of law). The Notes are
not subject to redemption or to a sinking fund provision.  The entire  principal
amount of the Notes  will  mature  and become  due and  payable,  together  with
accrued and unpaid interest thereon, if any, on _________.                      

INTEREST RATE                                                                   

         Interest on the Notes accrues from _________ and is payable  _________,
commencing  _________,  at a rate of _____ per  annum.  The  amount of  interest
payable  for any period will be  computed  on the basis of  ___________.  In the
event that any date on which  interest is payable on the Notes is not a business
day, then payment of the interest  payable on such date will be made on the next
succeeding day that is a business day (and without any interest or other payment
in respect of such delay).  For purposes of this document, "business  day" means
any day other than a Saturday or  Sunday or a  day on which banking institutions
in __________ are authorized or obligated by law or executive order to close.   

CERTAIN COVENANTS AS TO LIENS                                                   

         The only financial  covenant  applicable to the Notes is that described
below.  That covenant  requires that the Notes be equally and ratably secured in
the  circumstances  described therein but has no special  application  merely by
virtue of the occurrence of any transaction or series of transactions  resulting
in material changes in the Company's debt-to-equity ratio.                      

         The Notes are not  secured  by  mortgage,  pledge  or other  lien.  The
Company  will  covenant  in the Notes  that so long as any of the  Notes  remain
outstanding,  it will not  pledge or  otherwise  subject  to any lien any of its
property or assets  unless the Notes are secured by such pledge or lien  equally
and ratably with any and all other obligations and indebtedness  secured thereby
so long as any such other obligations and indebtedness shall be so secured. Such
covenant does not apply to:                                                     

         (a)      the  pledge  of any  assets  to secure  any  financing  by the
                  Company  of the  exporting  of  goods  to or  between,  or the
                  marketing  thereof in, foreign  countries (other than Canada),
                  in connection  with which the Company  reserves the right,  in

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                  accordance with customary and established banking practice, to
                  deposit,  or otherwise subject to a lien, cash,  securities or
                  receivables,    for   the   purpose   of   securing    banking
                  accommodations  or as the basis for the  issuance  of bankers'
                  acceptances or in aid of other similar borrowing arrangements;

         (b)      the pledge of receivables payable in foreign currencies (other
                  than  Canadian   dollars)  to  secure  borrowings  in  foreign
countries (other than Canada);              

         (c)      any deposit of assets of the Company  with any surety  company
                  or  clerk  of  any  court,  or in  escrow,  as  collateral  in
                  connection  with,  or in lieu of,  any bond on  appeal  by the
                  Company  from  any  judgment  or  decree  against  it,  or  in
                  connection  with  other  proceedings  in  actions at law or in
equity by or against the Company;           

         (d)      any lien or charge on any  property,  tangible or  intangible,
                  real or personal,  existing at the time of acquisition of such
                  property    (including    acquisition    through   merger   or
                  consolidation)  or given to secure  the  payment of all or any
                  part  of  the  purchase   price   thereof  or  to  secure  any
                  indebtedness  incurred  prior to, at the time of, or within 60
                  days  after,  the  acquisition  thereof  for  the  purpose  of
                financing all or any part of the purchase price thereof; and

         (e)      any   extension,  renewal   or   replacement   or   successive
                  extensions,  renewals or replacements),  in  whole or in part,
                  of any lien,   charge  or  pledge referred to in the foregoing
                  clauses  (a) to  (d) inclusive  of  this paragraph;  provided,
                  however,   that  the  amount  of  any  and all obligations and
                  indebtedness   secured   thereby shall  not  exceed the amount
                  thereof  so  secured   immediately  prior to  the time of such
                  extension,  renewal or replacement  and  that  such extension,
                  renewal or replacement  shall  be limited  to all or a part of
                  the property  which  secured the  charge or lien  so extended,
                  renewed or replaced (plus   improvements  on  such  property).
(Section 4.03 of the Indenture.)            

MODIFICATION OF THE INDENTURE                                                   

         The  Indenture  contains  provisions  permitting  the  Company  and the
Trustee to modify or amend the  Indenture or any  supplemental  indenture or the
rights of the holders of the Notes  issued  thereunder,  with the consent of the
holders  of not less  than 66 2/3% in aggregate principal amount  of the  Notes,
provided that no such  modification  shall (a) extend the fixed  maturity of any
Notes, or reduce the principal amount thereof, or premium, if any, or reduce the
rate or extend the time of payment of interest  thereon,  without the consent of
the holder of each Note so affected,  or (b) reduce the aforesaid  percentage of
Notes,   the  consent  of  the  holders  of  which  is  required  for  any  such
modification,  without the consent of the holders of all Notes then  outstanding
under the Indenture. (Section 10.02 of the Indenture.)                          

EVENTS OF DEFAULT                                                               

         An Event of  Default  with  respect  to the  Notes  is  defined  in the
Indenture as being (a) default in payment of any  principal or premium,  if any,
on the Notes;  (b) default for 30 days in payment of any  interest on the Notes;
(c) default for 30 days after notice in performance of any other covenant in the
Indenture;  or (d) certain events of bankruptcy,  insolvency or  reorganization.
(Section 6.01 of the Indenture.)                                                

         No Event  of  Default  with  respect  to a  particular  series  of debt
securities  issued  under  the  Indenture   (including  the  Notes)  necessarily
constitutes  an Event of  Default  with  respect  to any  other  series  of debt
securities  issued  thereunder.  In case an Event of Default  under  clause (a),
(b) or (c) shall occur and be continuing with respect to the Notes,  the Trustee
or the holders of not less  than  25% in  aggregate  principal  amount  of Notes
then outstanding  may declare the  principal of the Notes to be due and payable.
In case  an  Event of Default  under  clause (d) shall occur and be  continuing,
the Trustee or the holders of not less than 25% in aggregate principal amount of
all the debt  securities  issued under the Indenture  (including the Notes) then
outstanding  (voting as one class) may declare the principal (or, in the case of
discounted debt  securities,  the amount  specified in the terms thereof) of all
outstanding  debt  securities  to be due and payable.  Any Event of Default with
respect to the Notes may be waived by the  holders of a  majority  in  aggregate
principal  amount of the Notes then  outstanding  (or of all the debt securities
then  outstanding,  as the case  may be),  except  in a case of  failure  to pay
principal  or  premium,  if any,  or  interest  for which  payment  had not been
subsequently  made.  (Section 6.01 of the Indenture.) The Company is required to
file with the Trustee  annually an  Officers'  Certificate  as to the absence of

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certain  defaults  under  the  terms  of the  Indenture.  (Section  4.05  of the
Indenture.)  The Indenture  provides that the Trustee may withhold notice to the
securityholders of any default (except in payment of principal, premium, if any,
or interest) if it considers it in the interest of the securityholders to do so.
(Section 6.07 of the Indenture.)                                                

         Subject to the  provisions of the  Indenture  relating to the duties of
the  Trustee  in case an Event of Default  shall  occur and be  continuing,  the
Trustee  shall be under no  obligation  to exercise  any of its rights or powers
under  the  Indenture  at  the  request,  order  or  direction  of  any  of  the
securityholders,  unless such securityholders  shall have offered to the Trustee
reasonable indemnity or security. (Sections 7.01 and 7.02 of the Indenture.)    

         Subject to such provisions for the  indemnification  of the Trustee and
to certain other  limitations,  the holders of a majority in principal amount of
the Notes at the time  outstanding  shall  have the  right to  direct  the time,
method and place of conducting any  proceeding  for any remedy  available to the
Trustee,  or exercising  any trust or power  conferred on the Trustee.  (Section
6.06 of the Indenture.)                                                         

CONCERNING THE TRUSTEE                                                          

         The Bank of New York is the Successor Trustee under the Indenture.  The
Bank of New York is also the trustee  under various  other  indentures  covering
outstanding  notes and  debentures of the Company.  The Bank of New York and its
affiliates  act as  depository  for funds of,  make loans to, act as trustee and
perform certain other services for, the Company and certain of its affiliates in
the  normal  course of its  business.  As  trustee  of  various  trusts,  it has
purchased securities of the Company and certain of its affiliates.              

BOOK-ENTRY; DELIVERY AND FORM                                                   

         The Notes  will be issued in the form of one or more  fully  registered
global  securities  (collectively,  the "Global  Debt  Security")  which will be
deposited  with, or on behalf of, The Depository  Trust  Company,  New York, New
York (the "Depositary") and registered in the name of the Depositary's  nominee.
Except as set forth below, the Global Debt Security may be transferred, in whole
and not in part,  only to another nominee of the Depositary or to a successor of
the Depositary or its nominee.                                                  

         The Depositary has advised as follows:  It is a  limited-purpose  trust
company which was created to hold securities for its participating organizations
(the   "Participants")  and  to  facilitate  the  clearance  and  settlement  of
securities   transactions   between  Participants  in  such  securities  through
electronic  book-entry  changes in  accounts of its  Participants.  Participants
include  securities  brokers and dealers,  banks and trust  companies,  clearing
corporations and certain other organizations.  Access to the Depositary's system
is also 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").  Persons who are not
Participants may beneficially own securities held by the Depositary only through
Participants or indirect participants.                                          

         The  Depositary  advises that pursuant to procedures  established by it
(i) the Depositary  will credit the account of  Participants  with the principal
amounts of the Notes  beneficially owned by such Participants and (ii) ownership
of  beneficial  interests in the Global Debt  Security will be shown on, and the
transfer of that ownership will be effected only through,  records maintained by
the Depositary (with respect to Participants'  interests),  the Participants and
the indirect participants (with respect to the owners of beneficial interests in
the Global Debt Security).  The laws of some states require that certain persons
take  physical  delivery  in  definitive  form of  securities  which  they  own.
Consequently,  the ability to transfer  beneficial  interests in the Global Debt
Security is limited to such extent.                                             

         As long as the  Depositary's  nominee  is the  registered  owner of the
Global Debt Security,  such nominee for all purposes will be considered the sole
owner or holder of the Notes  under the  Indenture.  Except as  provided  below,
owners of beneficial  interests in the Global Debt Security will not be entitled
to have any of the Notes  registered  in their  names,  will not  receive  or be
entitled to receive physical  delivery of the Notes in definitive form, and will
not be considered the owners or holders thereof under the Indenture.            

         Neither the Company,  the Trustee,  any Paying Agent nor the Depositary
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial  ownership  interests of the Global
Debt Security, or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.                                         

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         Principal and interest  payments on the Notes registered in the name of
the Depositary's nominee will be made by the Trustee to the Depositary's nominee
as the  registered  owner of the Global  Debt  Security.  Under the terms of the
Indenture, the Company and the Trustee will treat the persons in whose names the
Notes are  registered  as the owners of such Notes for the purpose of  receiving
payment  of  principal  and  interest  on the Notes  and for all other  purposes
whatsoever. Therefore, neither the Company, the Trustee nor any Paying Agent has
any direct  responsibility or liability for the payment of principal or interest
on the Notes to owners of beneficial interests in the Global Debt Security.  The
Depositary has advised the Company and the Trustee that its present practice is,
upon receipt of any payment of principal or interest,  to immediately credit the
accounts of the Participants with such payment in amounts proportionate to their
respective  holdings in principal  amount of beneficial  interests in the Global
Debt  Security  as  shown  on  the  records  of  the  Depositary.   Payments  by
Participants and indirect  participants to owners of beneficial interests in the
Global  Debt  Security  will  be the  responsibility  of such  Participants  and
indirect  participants  and will be governed by their standing  instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name."                        

         If the  Depositary  is at any time  unwilling  or unable to continue as
depositary and a successor  depositary is not appointed by the Company within 90
days, the Company will issue Notes in definitive form in exchange for the Global
Debt  Security.  In addition,  the Company may at any time determine not to have
the Notes represented by the Global Debt Security and, in such event, will issue
Notes in  definitive  form in exchange for the Global Debt  Security.  In either
instance,  an owner of a beneficial  interest in a Global Debt  Security will be
entitled to have Notes equal in  principal  amount to such  beneficial  interest
registered  in its name and will be entitled to physical  delivery of such Notes
in  definitive  form.  Notes so  issued  in  definitive  form  will be issued in
denominations  of $1,000 and  integral  multiples  thereof and will be issued in
registered form only,  without  coupons.  No service charge will be made for any
transfer or exchange of such Notes, but the Company may require payment of a sum
sufficient to cover any tax or other  governmental  charge payable in connection
therewith. (Section 2.06 of the Indenture.)                                     

 SELLING SECURITYHOLDERS

         The following table sets forth the aggregate  principal amount of Notes
beneficially owned by each of the Selling Securityholders as of the date of this
Prospectus.  Because a Selling  Securityholder  may, pursuant to this Prospectus
(or otherwise), offer and sell all or some portion of the Notes, no estimate can
be  given  as to  the  amount  of  Notes  that  will  be  held  by  any  Selling
Securityholder  upon completion of any such sales. Except as described below, no
Selling Securityholder has within the past three years had any position, office,
or other material  relationship  with the Company or any of its  predecessors or
affiliates.                                                                     

                                         Aggregate Principal
Selling Securityholder                    Amount of Notes 
 ----------------------                  -------------------

Total                                    $300,000,000     

         On September 30, 1996,  the Company issued and sold to the GMAC Putable
Asset Trust 1996-1 (the "TRUST") $600,000,000  aggregate principal amount of its
Notes Due  September  30,  2003 (the  "ORIGINAL  NOTES")  in a  transaction  not
registered under the Securities Act. In connection with that purchase, the Trust
issued and sold  $600,000,000  aggregate  principal of its 6.375%  Putable Asset
Trust  Securities  Due  September 30, 1998 in a private  placement  that was not
registered  with the SEC and was arranged by UBS Securities  LLC. UBS Securities
LLC also  purchased a call option from the Trust granting UBS Securities LLC the
right to purchase the Original  Notes on September 30, 1998 at par. On September
30,  1998,  Warburg  Dillon  Read LLC,  the  successor  to UBS  Securities  LLC,
purchased  the  Original  Notes  from the  Trust  pursuant  to the call  option.
Concurrent with that purchase,  the terms of the Original Notes were amended and
the Company  issued  $600,000,000  aggregate  principal  amount of its Notes Due
September 30, 2008 (the "AMENDED  NOTES") to Warburg Dillon Read LLC in exchange
for the Original  Notes.  The Company also  entered into a  Registration  Rights
Agreement with Warburg Dillon Read LLC granting it certain  registration  rights
with respect to the Amended Notes.  Prior to this  offering,  the Company issued
$300,000,000   aggregate   principal   amount  of   the  Notes  to  the  Selling
Securityholders  in exchange for the Amended Notes. The Selling  Securityholders
may sell the Notes from time to time as  described  under the  caption  "Plan of
Distribution."                                                                  

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         In  addition,  certain of the  Selling  Securityholders  and certain of
their  affiliates  have engaged and in the future may engage in  investment  and
commercial banking transactions with the Company and its affiliates.            

PLAN OF DISTRIBUTION

         The Notes may be sold from time to time to  purchasers  directly by the
Selling  Securityholders.  Alternatively,  the Selling  Securityholders may from
time to time  offer  the Notes to or  through  underwriters,  broker/dealers  or
agents,  who may receive  compensation  in the form of  underwriting  discounts,
concessions or commissions from the Selling Securityholders,  the Company or the
purchasers  of such  securities  for whom they may act as  agents.  The  Selling
Securityholders and any underwriters,  broker/dealers or agents that participate
in the  distribution  of Notes  may be deemed to be  "underwriters"  within  the
meaning of the Securities Act, and any profit on the sale of such securities and
any discounts,  commissions,  concessions or other compensation  received by any
such  underwriter,  broker/dealer  or agent  may be  deemed  to be  underwriting
discounts and commissions under the Securities Act.                             

         The Notes may be sold from time to time in one or more  transactions at
fixed prices,  at the  prevailing  market prices at the time of sale, at varying
prices determined at the time of sale or at negotiated prices. The sale of Notes
may  be  effected  in   transactions   (which  may  involve   crosses  or  block
transactions)  (i) on any national  securities  exchange or quotation service on
which the Notes may be listed or  quoted  at  the  time  of  sale,  (ii)  in the
over-the-counter  market, (iii) in transactions otherwise than on such exchanges
or in the over-the-counter market or (iv) through the writing of options. At the
time a  particular offering  of  the  Notes is  made, if  not  contained in this
Prospectus, a Prospectus Supplement will be distributed which will set forth the
aggregate amount of Notes being offered and the terms of the offering, including
the name or names of any underwriters, broker/dealers or agents,  any discounts,
commissions  and   other  terms  constituting   compensation  from  the  Selling
Securityholders or  the  Company and any discounts,  commissions  or concessions
allowed or reallowed or paid to broker/dealers.                                 

         To  comply  with  the  securities  laws of  certain  jurisdictions,  if
applicable, the Notes will be offered or sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain jurisdictions
the Notes may not be  offered  or sold  unless  they  have  been  registered  or
qualified for sale in such  jurisdictions or any exemption from  registration or
qualification is available and is complied with.                                

         The Selling Securityholders will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder,  which provisions may
limit the  timing  of  purchases  and  sales of any of the Notes by the  Selling
Securityholders. The foregoing may affect the marketability of the Notes.       

         The costs of the registration of the Notes will be paid by the Company,
including,  without limitation,  SEC filing fees and expenses of compliance with
state  securities  or "blue  sky"  laws.  The  Selling  Securityholders  will be
indemnified by the Company against certain civil liabilities,  including certain
liabilities  under the  Securities  Act. The Company will be  indemnified by the
Selling  Securityholders  against certain civil  liabilities,  including certain
liabilities under the Securities Act.                                           

         There is no established  trading market for the Notes,  and the Company
does not intend to list the Notes on any securities  exchange.  ____________ has
advised the Company that it  currently  intends to make a market in the Notes as
permitted by applicable laws and  regulations.  ____________ is not obligated to
make a market in the Notes and it may discontinue its  market-making  activities
at any time.  Accordingly,  there can be no assurance a secondary market for the
Notes will  develop or if one  develops  that the  liquidity of such market will
continue.                                                                       

LEGAL MATTERS 

         The validity of the Notes offered  hereby  will be passed  upon for the
Company by Martin I. Darvick,  Esq.,  Assistant  General Counsel of the Company.
Mr.  Darvick  owns shares and holds options to purchase shares of General Motors
Corporation $1-2/3 par value common stock.                                      

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 EXPERTS

         The consolidated  financial statements  incorporated in this Prospectus
by reference from the Company's  Annual Report on Form 10-K for  the year  ended
December 31, 1997  have  been audited  by  Deloitte &  Touche  LLP,  independent
auditors, as stated in their  report, which is incorporated herein by reference,
and have  been so  incorporated in reliance  upon the  report of such firm given
upon their authority as experts in accounting and auditing.                     

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 PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.                           

         Expenses  which are  payable  by the  Company  in  connection  with the
issuance and  distribution of the Notes being  registered are estimated to be as
follows:                                                                        

SEC registration fee                              $   88,500
Fees and expenses of Trustee                            *   
Printing costs                                          *   
Legal fees and expenses                                 *   
Accounting fees and expenses                            *   
Blue sky fees and expenses                              *   
Miscellaneous expenses                                  *   
Total                                                   *   
--------------------                                          
* To be completed by amendment.                               

ITEM 15: INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

         Under  Section  145 of the  Delaware  Corporation  Law,  the Company is
empowered to indemnify its directors and officers in the  circumstances  therein
provided.                                                                       

         The Company's Certificate of Incorporation,  as amended,  provides that
no director shall be personally  liable to the Company or its  stockholders  for
monetary  damages  for  breach  of  fiduciary  duty as a  director,  except  for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders,  (ii) for acts or omissions not in good faith or which involve
intentional  misconduct or a knowing  violation of law, (iii) under Section 174,
or any successor provision thereto, of the Delaware Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit.   

         Under  Article VI of its  By-Laws,  the  Company  shall  indemnify  and
advance  expenses to every  director  and officer (and to such  person's  heirs,
executors,  administrators or other legal  representatives) in the manner and to
the full extent  permitted  by  applicable  law as it presently  exists,  or may
hereafter be amended,  against any and all amounts (including judgments,  fines,
payments in settlement,  attorneys' fees and other expenses) reasonably incurred
by or on behalf of such person in  connection  with any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "PROCEEDING"), in which such director or officer was or is made
or is threatened to be made party or is otherwise involved by reason of the fact
that such  person is or was a director or officer of the  Company,  or is or was
serving  at the  request  of  the  Company  as a  director,  officer,  employee,
fiduciary or member of any other corporation, partnership, joint venture, trust,
organization or other enterprise. The Company shall not be required to indemnify
a person  in  connection  with a  proceeding  initiated  by such  person  if the
proceeding  was not  authorized  by the Board of Directors  of the Company.  The
Company shall pay the expenses of directors  and officers  incurred in defending
any proceeding in advance of its final disposition  ("ADVANCEMENT OF EXPENSES");
provided,  however,  that the  payment of  expenses  incurred  by a director  or
officer in advance of the final disposition of the proceeding shall be made only
upon receipt of an  undertaking  by the director or officer to repay all amounts
advanced if it should be ultimately  determined  that the director or officer is
not entitled to be indemnified under Article VI of the By-Laws or otherwise.  If
a claim for indemnification or advancement of expenses by an officer or director
under  Article VI of the By-Laws is not paid in full within  ninety days after a
written claim  therefor has been received by the Company,  the claimant may file
suit to recover the unpaid  amount of such claim,  and if successful in whole or
in part,  shall be entitled to be paid the expense of prosecuting such claim. In
any such action the Company  shall have the burden of proving  that the claimant
was not entitled to the requested  indemnification  or  advancement  of expenses
under  applicable  law. The rights  conferred on any person by Article VI of the
By-Laws shall not be exclusive of any other rights which such person may have or
hereafter acquire under any statute,  provision of the Company's  Certificate of
Incorporation  or By-Laws,  agreement,  vote of  stockholders  or  disinterested
directors or  otherwise.  The  Company's  obligation,  if any, to indemnify  any

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person who was or is serving at its request as a  director,  officer or employee
of another corporation, partnership, joint venture, trust, organization or other
enterprise   shall  be  reduced  by  any  amount  such  person  may  collect  as
indemnification from such other corporation,  partnership, joint venture, trust,
organization or other enterprise.                                               

         As a subsidiary of General Motors  Corporation,  the Company is insured
against liabilities which it may incur by reason of the foregoing  provisions of
the Delaware  General  Corporation Law and directors and officers of the Company
are insured against some  liabilities  which might arise out of their employment
and not be subject to indemnification under said General Corporation Law.       

         Pursuant to  resolutions  adopted by the Board of  Directors of General
Motors  Corporation,  that Company to the fullest extent  permissible  under law
will indemnify,  and has purchased insurance on behalf of, directors or officers
of the  Company,  or any of them,  who  incur or are  threatened  with  personal
liability, including expenses, under the Employee Retirement Income Security Act
of 1974 or any amendatory or comparable legislation or regulation thereunder.   

ITEM 16.  EXHIBITS.                                                             

See Index to Exhibits.                                        

ITEM 17.  UNDERTAKINGS.                                                         

The undersigned Registrant hereby undertakes:                 

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:                      

                  (i) To include any prospectus  required by Section 10(a)(3) of
         the  Securities  Act of 1933,  unless the  information  required  to be
         included in such  post-effective  amendment  is contained in a periodic
         report  filed  with  or  furnished  to  the   Securities  and  Exchange
         Commission by the Registrant pursuant to Section 13 or Section 15(d) of
         the  Securities  Exchange  Act  of  1934  and  incorporated  herein  by
reference;                                                    

                  (ii) To reflect in the  Prospectus any facts or events arising
         after the  effective  date of the  Registration  Statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the  Registration  Statement.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Securities and Exchange Commission pursuant to Rule 424(b) if,
         in the  aggregate,  the changes in volume and price  represent  no more
         than a 20% change in the maximum aggregate  offering price set forth in
         the   "Calculation  of   Registration   Fee"  table  in  the  effective
         registration statement,  unless the information required to be included
         in a post-effective amendment is contained in periodic reports filed by
         the  Registrant  pursuant  to  Section  13  or  Section  15(d)  of  the
         Securities  Exchange  Act of  1934  that  are  incorporated  herein  by
reference.                                                    

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed  in the  Registration
         Statement  or  any  material   change  to  such   information   in  the
Registration Statement;                                       

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;                                                          

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.                                                                   

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         The  undesigned  registrant  hereby  undertakes  that,  for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new registration  statement  relating to the securities  offered,
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.                                         

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the registrant pursuant to the provisions, or otherwise, the registrant has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to  indemnification  by it is against  public  policy as expressed in the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.                                                                          

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SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-2 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in city of Detroit, State of Michigan, on  the 15th day of October,
1998.                                                                           

                                 GENERAL MOTORS ACCEPTANCE CORPORATION

               /s/ J. Michael Losh
               -------------------
           J. Michael Losh
                 Chairman of the Board

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 15th day of October, 1998.                          

SIGNATURE                                        TITLE        

     /s/   J. MICHAEL LOSH            Chairman of the Board and Director
-------------------------                                     
(J. Michael Losh)                                             

         /s/   JOHN D. FINNEGAN           President, Chief Executive Officer and
-------------------------        Director                     
(John D. Finnegan)                                            

  /s/   WILLIAM F. MUIR            Executive Vice President, Chief
 -------------------------        Financial Officer and Director
(William F. Muir)                                             

/s/   GERALD E. GROSS            Comptroller                  
 -------------------------            (Chief Accounting Officer)
(Gerald E. Gross)                                             

/s/   JOHN G. BLAHNIK            Director                     
-------------------------                                     
(John G. Blahnik)                                             

        /s/   RICHARD J. S. CLOUT        Executive Vice President and Director
-------------------------                                     
(Richard J. S. Clout)                                         

/s/   ERIC A. FELDSTEIN          Director                     
-------------------------                                     
(Eric A. Feldstein)                                           

        /s/   JOHN E. GIBSON             Executive Vice President and Director
-------------------------                                     
(John E. Gibson)                                              

/s/   HARRY J. PEARCE            Director                     
-------------------------                                     
(Harry J. Pearce)                                             

/s/   W. ALLEN REED              Director                     
-------------------------                                     
(W. Allen Reed)                                               

/s/   JOHN F. SMITH, JR.         Director                     
-------------------------                                     
(John F. Smith, Jr.)                                          

/s/   RONALD L. ZARRELLA         Director                     
-------------------------                                     
(Ronald L. Zarrella)                                          

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 INDEX TO EXHIBITS

EXHIBIT                                                               
NUMBER        EXHIBIT                                                 
-------       -------                                                 
              4.1  Indenture,  dated as of July 1, 1982, between the Company and
                   Morgan   Guaranty   Trust   Company  of  New  York   Trustee,
                   incorporated  by  reference  to  Registration  Statement  No.
2-75115                                   
              4.2  First  Supplemental  Indenture,  dated as of  April 1,  1986,
                   between the Company and Morgan  Guaranty Trust Company of New
                   York,  Trustee,  incorporated  by reference  to  Registration
Statement No. 33-4653                     
              4.3  Second  Supplemental  Indenture,  dated as of June 15,  1987,
                   between the Company and Morgan  Guaranty Trust Company of New
                   York,  Trustee,  incorporated  by reference  to  Registration
Statement No. 33-15236                    
              4.4  Third Supplemental Indenture, dated as of September 30, 1996,
                   between  the  Company  and The  Bank of New  York,  Successor
                   Trustee,  incorporated by reference to Registration Statement
No.                                       
333-33183                                 
              4.5  Fourth Supplemental  Indenture,  dated as of January 1, 1998,
                   between  the  Company  and The  Bank of New  York,  Successor
                   Trustee,  incorporated by reference to Registration Statement
No. 333-48705                             
             *4.6  Fifth Supplemental Indenture, dated as of September 30, 1998,
                   between  the  Company  and The Bank  of  New York,  Successor
Trustee                                   
              4.8  Form  of   Global  Note,   incorporated   by   reference   to
Registration Statement No. 33-29261       
              5.1  Opinion  and Consent  of  Martin I. Darvick, Esq.,  Assistant
              General Counsel of the Company, with respect to legality
 12.1  Calculation of Ratio of Earnings to Fixed Charges
            23.1  Consent of Martin I. Darvick, Esq. (included in Exhibit 5.1)
*23.2  Consent of Deloitte & Touche LLP                 
            *25.1  Form T-1 Statement of Eligibility and Qualification under the
         Trust Indenture Act of 1939 of The Bank of New York
 -------------
* To be filed by amendment.                                                     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-2’ Filing		Date		First		Last			Other Filings
		9/30/08		9					10-Q
		9/30/03		9					10-Q,  S-3
Filed on:		10/15/98		1		3
		10/13/98		4					8-K
		9/30/98		6		16			10-Q
		6/30/98		4		5			10-Q
		4/27/98		4					424B3,  8-K
		3/31/98		4					10-Q
		1/30/98		4					424B3,  8-K
		1/5/98		4					424B3,  8-K
		1/1/98		6		16
		12/31/97		4		11			10-K405
		9/30/96		6		16			10-Q
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