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

                                    FORM 10-K
(Mark One)
 X ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934
- --
         FOR THE YEAR ENDED DECEMBER 31, 2000, OR

    TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
- ---
         1934 FOR THE TRANSITION PERIOD FROM            TO
                                             ----------    ----------

                          Commission file number 1-3754
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                     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.)

200 Renaissance Center P.O. Box 200,
- ------------------------------------
Detroit, MI                                      48265-2000
- -----------                                      ----------
(Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code  313-556-5000
                                                    ------------

The registrant  meets the conditions set forth in General  Instruction  I(1) (a)
and (b) of Form  10-K  and is  therefore  filing  this  Form  with  the  reduced
disclosure format.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
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7 1/8% Notes due May 1, 2001                       Global Floating Rate Notes due September 25, 2002
6 7/8% Notes due July 15, 2001                     6 5/8% Notes due October 1, 2002
7.00% Notes due August 15, 2001                    8 1/2% Notes due January 1, 2003
6 3/8% Notes due December 1, 2001                  5 7/8% Notes due January 22, 2003
9 5/8% Notes due December 15, 2001                 6 3/4% Notes due March 15, 2003
5 1/2% Debentures due December 15, 2001            7 1/8% Notes due May 1, 2003
6.00% Notes due February 1, 2002                   8 3/4% Notes due July 15, 2005
6 3/4% Notes due February 7, 2002                  6 5/8% Notes due October 15, 2005
Floating Rate Notes due April 29, 2002             6 1/8% Notes due January 22, 2008
7.00% Notes due September 15, 2002                 8 7/8% Notes due June 1, 2010
                                                   6.00% Debentures due April 1, 2011
                                                   10.00% Deferred Interest Debentures due December 1, 2012
                                                   10.30% Deferred Interest Debentures due June 15, 2015



All of the  securities  listed  above  are  registered  on the  New  York  Stock
Exchange.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Section 13 of the  Securities  Exchange  Act of 1934  during the
preceding 12 months,  and (2) has been subject to such filing  requirements  for
the past 90 days. Yes X . No ___.

As of December 31, 2000, there were outstanding 10 shares of the issuer's common
stock.

Documents incorporated by reference.  None.
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                                    CONTENTS

                                     PART I                                                              Page No.
                                                                                                         --------

                                                                                                    
Item 1.      Business                                                                                     3

Item 2.      Properties                                                                                   7


Item 3.      Legal Proceedings                                                                            8

                                     PART II

Item 5.      Market for Registrant's Common Stock and Related Stockholder Matters                         8

Item 6.      Selected Financial Data                                                                      8

Item 7.      Management's Discussion and Analysis of Financial Condition and Results of Operations
                                                                                                          9

Item 7A.     Quantitative and Qualitative Disclosures About Market Risk                                  22

Item 8.      Financial Statements and Supplementary Data                                                 25

                Management's Responsibilities for Consolidated Financial Statements                      25

                Independent Auditors' Report                                                             26

                Consolidated Balance Sheet                                                               27

                Consolidated Statement of Income                                                         28

                Consolidated Statement of Changes in Stockholder's Equity                                29

                Consolidated Statement of Cash Flows                                                     31

                Notes to Consolidated Financial Statements                                               33

                Supplementary Financial Data                                                             63

                                     PART IV


Item 14.     Exhibits, Financial Statement Schedules and Reports on Form 8-K                             64

             Signatures                                                                                  65

             Exhibit Index                                                                               67

             Ratio of Earnings to Fixed Charges                                                          68

             Independent Auditors' Consent                                                               69





                                     PART I

ITEM 1.  BUSINESS

General Motors Acceptance  Corporation (the "Company" or "GMAC"), a wholly-owned
subsidiary  of  General  Motors  Corporation  ("General  Motors"  or "GM"),  was
incorporated in 1997 under Delaware General Corporation Law. On January 1, 1998,
the Company merged with its  predecessor,  which was originally  incorporated in
New York in 1919.

In conducting its primary line of business,  GMAC and its  affiliated  companies
have a presence in 40 countries and offer a wide variety of automotive financial
services to and through  franchised General Motors dealers throughout the world.
GMAC also offers financial  services to other automobile  dealerships and to the
customers of those dealerships.  Additionally,  the Company provides  commercial
financing  for  real  estate,   equipment  and  working  capital  to  automobile
dealerships,  GM  suppliers  and  customers of GM  affiliates.  The Company also
provides  commercial  financing  and  factoring  services  for  companies in the
apparel,  textile,  automotive  supplier and numerous other  industries.  GMAC's
other financial services include insurance and mortgage banking. The Company had
28,569  and  27,383  employees  worldwide,  as of  December  31,  2000 and 1999,
respectively.

The  Company  operates  directly  and through its  subsidiaries  and  affiliates
(including joint ventures) in which the Company or GM has equity investments. In
its principal  markets,  GMAC offers automotive  financing and other services as
described below. The Company operates its automotive  financing services outside
of the United  States  ("U.S.")  in a similar  manner,  subject to local laws or
other circumstances that may cause it to modify its procedures accordingly.  The
Company's  policies and internal controls are designed to ensure compliance with
applicable laws and regulations.

The automotive financing industry is highly competitive. The Company's principal
competitors  for  retail  financing  and  leasing  are a large  number of banks,
commercial finance  companies,  savings and loan associations and credit unions.
Wholesale  and lease  financing  competitors  are  primarily  comprised of other
manufacturers'  affiliated  finance  companies,  independent  commercial finance
companies  and  banks.  Neither  the  Company  nor  any of its  competitors  are
considered to be a dominant  force in the industry  when analyzed  individually.
The Company's ability to offer competitive financing rates, the primary basis of
competition,  is directly affected by its access to capital markets. The Company
applies a strategy of constantly  reviewing funding  alternatives to achieve its
business  goals.  The quality of  integrated  GM and GMAC  products and services
provided  to  automotive  dealerships  and their  customers  contributes  to the
Company's competitive advantages.

In the North American  automotive  business,  seasonal retail sales fluctuations
cause production levels to vary from month to month. In addition, the changeover
period related to the annual new model introduction  traditionally occurs in the
third  quarter of each  year,  causing an  unfavorable  impact on the  operating
results of automobile manufacturers. These factors produce minor fluctuations in
financing  volume,  with the second and third  quarters  of each year  generally
experiencing the strongest  activity.  However,  seasonal  variations in vehicle
deliveries  do not have a  material  impact on the  Company's  interim  results.
Quarterly financing revenue remains relatively  consistent  throughout the year,
primarily  due  to the  use  of the  straight-line  method  for  recognition  of
operating  lease revenue and the interest  method for recognition of income from
retail and lease financing  transactions as well as consistent  dealer inventory
levels.

As the financing of GM manufactured  vehicles comprises a substantial portion of
the  Company's  business,   any  protracted  reduction  or  suspension  of  GM's
production  or  sales  resulting  from  a  decline  in  demand,  work  stoppage,
governmental action, adverse publicity, or other event, could have a substantial
unfavorable  effect on the Company's  results of operations.  Information  about
GM's  production  and sales can be found in GM's Annual  Report on Form 10-K for
the year ended  December 31, 2000,  filed  separately  with the  Securities  and
Exchange Commission.



ITEM 1.  BUSINESS (continued)

RETAIL FINANCING

GMAC conducts its U.S. and Canadian retail automotive  financing  business under
the trade name GMAC Financial Services.  The Company provides financial services
to  customers  through  dealers who have  established  relationships  with GMAC.
Retail installment obligations for new and used products that meet GMAC's credit
standards are purchased directly from dealers.

Outside the U.S.  and Canada,  GMAC  conducts  its retail  automotive  financing
business under various trade names,  such as Opel Bank,  Vauxhall  Finance,  and
Holden Financial  Services,  primarily depending upon General Motors activity in
the  country  while also  considering  local  customs and  requirements.  Retail
automotive financing is provided in a similar manner as in the U.S., but in some
cases, GMAC enters into an installment obligation directly with the customer.

GMAC also  provides  subprime  retail  automotive  financing  and  servicing  to
customers  in the U.S.  and Europe.  Subprime  financing in the U.S. is provided
through Nuvell Credit Corporation,  a wholly-owned subsidiary.  Nuvell Financial
Services Corp.  provides  private-label  servicing for SAAB  Financial  Services
Corporation  in  the  U.S.  In  Europe,  On:Line  Financing  Holdings,  Ltd.,  a
majority-owned  subsidiary,  provides  subprime,  as well as standard rate, used
vehicle financing.

Retail  obligations  are generally  secured by lien  notation on vehicle  titles
and/or  other  forms  of  security  interest  in the  vehicles  financed.  After
satisfying local  requirements,  GMAC is generally able to repossess the vehicle
if the  installment  buyer fails to meet the  obligations  of the contract.  The
interests of both GMAC and the retail buyer are usually  protected by automobile
physical damage insurance.

General  Motors may elect to  sponsor  retail  finance  programs  by  supporting
special retail finance rates and/or  guaranteeing  residual  values in excess of
those established by independently  published  residual value guidebooks used by
GMAC.

WHOLESALE FINANCING

Using GMAC's wholesale financing, qualifying dealers are able to finance new and
used vehicles held in inventory pending sale or lease to retail or fleet buyers.
When a dealer uses GMAC's  Wholesale  Finance  Plan to acquire  vehicles  from a
manufacturer  or other vehicle  sources,  GMAC is ordinarily  granted a security
interest in those  vehicles.  GMAC is generally able to repossess the vehicle if
the  dealer  does not pay the  amount  advanced  or fails to comply  with  other
conditions specified in the security agreement.

TERM LOANS

GMAC  provides  term loans for real  estate,  equipment  and working  capital to
automobile dealerships, GM suppliers and customers of GM affiliates. The Company
generally  secures the loans with liens on real estate,  other dealership assets
and/or the personal guarantee of the dealer.

LEASING

In the U.S. and Canada, GMAC offers leasing plans to retail customers as well as
dealers or other  companies  that rent or lease  vehicles  to others.  GMAC also
offers various lease products in 23 other countries.

Operating Leases
GMAC's most  successful  leasing  program,  called  SmartLease  in the U.S.  and
Canada,  is a plan in which  dealers  originate  the  leases  and offer them for
purchase by GMAC.  In Europe and  Asia-Pacific,  GMAC also  offers  full-service
individual and fleet leasing products. In addition to the maintenance management
services  directly  associated with the  full-service  lease, the Company offers
services including fleet management,  accident management,  fuel programs, title
and licensing services and short-term vehicle rental.



ITEM 1.  BUSINESS (continued)

LEASING (concluded)

Operating Leases (concluded)
As GMAC assumes  ownership of the  vehicles  from the dealers,  these leases are
accounted  for as  operating  leases with the  capitalized  cost of the vehicles
recorded as depreciable assets (net investment in operating leases). In the U.S.
and Canada,  dealers are not responsible for customers'  performances during the
lease  periods  nor  for  the  values  of the  vehicles  at the  time  of  lease
maturities.  Credit standards for these programs are similar to those applied to
retail financing  contracts.  The SmartLease program encourages shorter customer
trading cycles.

General  Motors may elect to  sponsor  retail  leasing  programs  by  supporting
special  lease  rates  and/or  guaranteeing  residual  values in excess of those
established by independently published residual value guidebooks used by GMAC.

Finance Leases
GMAC also offers other leasing plans directly to individual  customers and other
entities.  Under these plans, the leases are accounted for as finance leases and
the  receivables  from the customers are recorded as finance  receivables.  GMAC
does not assume ownership of the vehicles. These leasing receivables essentially
represent  installment  sales of  vehicles,  with  the  vehicles  usually  being
acquired by the customers at the end of the lease contracts.

Lease Financing
Dealers,  their  affiliates and other companies may obtain GMAC financing to buy
vehicles,  which they lease or rent to others. These leases,  sometimes referred
to as fleet leases, are categorized as finance receivables. GMAC generally has a
security  interest  in  these  vehicles  and in the  rental  payments.  However,
competitive  factors  occasionally result in a limited security interest in this
collateral.  Approximately 50% of GMAC's fleet financing receivables are covered
by  General  Motors  programs  which  provide a  limited  payment  guarantee  to
participating  financing institutions as consideration for extending credit to a
fleet  customer.  Under  these  programs,  General  Motors  will  reimburse  the
financing institution,  subject to certain limitations,  for losses on the sales
of vehicles that are returned to the selling dealers or repossessed.

COMMERCIAL FINANCING

Through its  subsidiaries  GMAC  Commercial  Credit LLC and GMAC Business Credit
LLC, the Company  provides  secured  financing in the U.S.,  United  Kingdom and
Canada to companies in the apparel,  textile,  automotive  supplier and numerous
other  industries.  Financing is provided to clients through  revolving lines of
credit,  term loans and the purchase of accounts receivable owed to clients from
their   customers   (known  as   "factoring").   The   Company   also   provides
receivable/collection  management  products  as well as  guarantees  amounts due
under  letters  of credit  issued by its  clients to their  suppliers.  Accounts
receivable and inventories are the primary security for commercial financing and
factoring products and services.

INSURANCE

GMAC  Insurance  Holdings,  Inc.  ("GMACI"),  a holding  company formed in 1997,
conducts insurance  operations in the U.S., Canada,  Europe,  Latin America, and
Asia Pacific through Motors Insurance  Corporation ("MIC"), GMAC RE Corp. ("GMAC
RE"), Integon Corporation  ("Integon"),  and other insurance  subsidiaries.  The
subsidiaries  operate and market under the GMAC  Insurance  common brand.  GMACI
insures  and  reinsures   automobile  service  contracts,   personal  automobile
insurance  coverages ranging from preferred to non-standard  risks, and selected
commercial insurance coverages.

GMAC Insurance is one of the world's largest underwriters of automotive extended
service and  maintenance  contracts.  Such  contracts  offer vehicle  owners and
lessees  mechanical repair  protection and extended roadside  assistance for new
and used vehicles beyond a manufacturer's new vehicle warranty.  These contracts
are marketed  through  automobile  dealerships  and on a direct  response basis,
covering  virtually  all vehicle  makes and  models.  A  significant  portion of
vehicle  service  contracts  cover  vehicles   manufactured  by  General  Motors
Corporation.



ITEM 1.  BUSINESS (continued)

INSURANCE (concluded)

GMAC RE underwrites  diverse property and casualty risks,  primarily in the U.S.
market.  Commercial  lines  coverage is primarily  insurance for dealer  vehicle
inventories. MIC also provides collateral protection to GMAC on certain vehicles
securing GMAC retail installment contracts.

The personal lines operation  primarily  provides  physical damage and liability
insurance coverages for automobiles and motorcycles,  and also offers homeowners
and umbrella policies.  Personal lines policies are offered on a direct response
basis  through  affinity  groups,  GM-employee  programs and the  internet,  and
through a network of approximately 14,500 independent  agencies.  Automobile and
motorcycle  coverages  are  offered  to  nonstandard,  standard,  and  preferred
drivers.  The  personal  lines group  operates in 48 states and the  District of
Columbia.

The property casualty insurance industry is highly  competitive.  Competition in
the  property  casualty  markets  in  which  GMACI  operates  consists  of large
multi-line  companies and smaller specialty  carriers.  None of these companies,
including GMACI, holds a dominant position overall in these markets.

There are no material  seasonal  factors  that affect the  quarterly  results of
GMACI.

MORTGAGE BANKING

GMAC Mortgage Group, Inc. and its subsidiaries  ("GMACMG")  perform a wide array
of real estate financial services including the origination, purchase, financing
and servicing of residential,  commercial and multifamily mortgage loans as well
as the  issuing,  purchasing  and  selling  of  mortgage-backed  securities.  In
addition,  GMACMG actively pursues the acquisition of mortgage  servicing rights
from other mortgage bankers and financial  institutions.  Operations of GMACMG's
various  mortgage banking  subsidiaries are conducted  through its three primary
businesses:  GMAC Residential Holding Corp.  ("GMACM");  GMAC Commercial Holding
Corp. ("GMACCM"); and Residential Funding Corporation ("RFC").

GMACM  provides  residential  real estate  services  nationwide,  primarily  the
origination  and servicing of first and second lien  residential  mortgage loans
and high loan to value loans.  GMACM originates  mortgage loans by utilizing its
nationwide  retail network,  direct lending centers,  and  correspondent  lender
origination  channels.  In  addition  to  selling  its  originated  loans in the
secondary market while retaining the right to service the loans,  GMACM actively
acquires   servicing   rights  from  other   mortgage   bankers  and   financial
institutions.  In addition,  GMACM  provides  customized  servicing  and lending
functions to third party organizations.  GMACM has diversified its operations to
include trustee services and mortgage-related  insurance products.  During 1999,
GMACM  expanded  operations  through  various  acquisitions  that  increased the
capacity  of  direct  lending  operations,   added  consumer-direct  advertising
expertise and established GMACM's presence in the internet mortgage  origination
market.  GMACM also  provides  bundled  real  estate  services  to the  consumer
including real estate brokerage services through a combination of franchised and
company owned offices,  full service relocation services,  home finding services
and mortgage services.

GMACCM,  with a servicing  portfolio of more than $90  billion,  is the nation's
largest commercial and multifamily mortgage loan servicer and a global leader in
loan origination,  asset management and securitization of commercial  mortgages.
Through a subsidiary,  GMACCM is also the largest underwriter of multifamily tax
exempt bonds in the country.  GMACCM serves the domestic and global  markets and
is a direct lender and  correspondent  for life insurance  companies and pension
funds.  GMACCM  provides  a wide  range of  innovative  financial  products  and
services  including  long-term,  interim and construction  financing,  appraisal
services and specialized  lending units focused on healthcare and hospitality as
well  as  e-commerce   offerings  through  the  Internet.   GMACCM  operates  44
origination  offices in key United  States  markets and also has  operations  in
Canada, England,  France, Ireland and Japan. During 1998, GMACCM diversified its
operations  through various  acquisitions,  most notably,  an investment banking
firm/licensed  broker-dealer  which  specializes in the financing of real estate
related  projects and two software  development  companies  which  specialize in
mortgage banking software.



ITEM 1.  BUSINESS (concluded)

MORTGAGE BANKING (concluded)

RFC is  engaged  in  several  interrelated  business  lines  including  mortgage
securitization,  investing,  origination  and lending  operations.  RFC is a top
issuer of private-label  mortgage-backed  securities in the U.S. based on dollar
volume of  private-label  mortgage-backed  securities  issued as of December 31,
2000. RFC purchases  non-conforming,  single-family  residential  mortgages from
mortgage lenders  throughout the U.S.,  securitizes such mortgages into mortgage
pass-through  certificates,  sells the  certificates  to investors  and performs
master  servicing of these  securities  on behalf of  investors.  In addition to
prime  residential  mortgages,  RFC  also  purchases  and  securitizes  subprime
residential  mortgages,  home equity lines of credit and home improvement loans.
RFC also  provides  warehouse  lending  facilities to certain  mortgage  banking
customers  secured  principally  by  mortgage  collateral  as well as  long-term
secured lines of credit to construction  lending  project  managers and national
and  regional  homebuilders.  In addition,  Residential  Money  Centers,  an RFC
subsidiary,  offers a variety of first- and second-mortgage  loans to homeowners
who do  not  meet  the  credit  standards  normally  required  for  purchase  by
government-sponsored enterprises.

The mortgage banking business is highly competitive.  GMACMG competes with other
mortgage banking  companies,  commercial  banks,  savings  associations,  credit
unions  and  other  financial  institutions  in every  aspect  of its  business,
including funding and purchasing loans from mortgage  brokers,  purchasing loans
from  correspondents,  securitizing and selling loans to investors and acquiring
loan servicing rights and origination capabilities.

Residential  mortgage  volume is  generally  subject to seasonal  trends.  These
trends reflect the general national pattern of sales and resales of homes, which
typically  peak during the spring and summer seasons and decline to lower levels
from mid-November  through February.  However, the seasonal trends do not have a
material  impact  on  GMACMG's  interim  results.  Refinancings  tend to be less
seasonal and more closely  related to changes in interest  rates. In addition to
having an effect on refinancing,  changes in interest rates affect the volume of
loan originations and acquisitions, the interest rate spread on mortgage-related
investments  and loans held for sale,  the amount of gain or loss on the sale of
loans and the value of GMACMG's servicing portfolio.

FINANCIAL INFORMATION

Financial  information regarding operating segments and operations by geographic
area is set forth in Note 1 and Note 15 in the Notes to  Consolidated  Financial
Statements.

ITEM 2.  PROPERTIES

The Company and its subsidiaries have 271 automotive financial services offices,
25 commercial financial services offices, 103 insurance offices and 584 mortgage
offices. Of the number of automotive  financial services offices, 203 are in the
United  States and Puerto Rico, 16 in Canada and 52 in other  countries.  Of the
number of commercial  financial  services offices,  16 are located in the United
States, 2 in Canada and 7 in the United Kingdom.  There are 94 insurance offices
in the United States,  5 in Europe,  2 in Canada and 2 in Latin America.  Of the
number of mortgage offices, 566 are located in the United States, 2 in Canada, 5
in Latin  America  and  Mexico,  3 in Asia and 8 in  Europe.  Substantially  all
premises are occupied under lease.

The Company owns three  properties in Michigan that were  transferred from GM in
2000.  GMAC  leases  these  properties  to GM as  part of a  sixteen-year  lease
arrangement.  Automobiles,  office  equipment,  and other real estate properties
owned and in use by the  Company  are not  significant  in relation to the total
assets of the Company.



ITEM 3.  LEGAL PROCEEDINGS

GMAC is subject to potential liability under government  regulations and various
claims and legal actions which are pending or may be asserted against them. Some
of the pending  actions  purport to be class  actions.  The  aggregate  ultimate
liability of GMAC under these government  regulations and under these claims and
actions,  was not  determinable  at December 31,  2000.  After  discussion  with
counsel,  it is the opinion of management that such liability is not expected to
have  a  material  adverse  effect  on  the  Company's   consolidated  financial
condition, results of operations or cash flows.


                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The Company is a wholly-owned subsidiary of General Motors and, accordingly, all
shares of the Company's  common stock are owned by General  Motors.  There is no
market for the Company's common stock.

The Company paid cash dividends to General  Motors of $1,377.5  million in 2000,
$75 million in 1999 and $300 million in 1998.


ITEM 6.  SELECTED FINANCIAL DATA

FIVE-YEAR SUMMARY OF CONSOLIDATED OPERATIONS



                                                                  2000           1999         1998        1997         1996
                                                              ------------  ------------  ----------- ------------ -----------

Income and net income retained for use in the business                             (in millions of dollars)

                                                                                                    
Financing revenue and other income                            $   23,661.1  $   20,218.0  $  17,913.9 $   16,595.4 $  15,973.7
                                                              ------------  ------------  ----------- ------------ -----------

Interest and discount                                              8,294.7       6,526.2      5,786.9     5,255.5      4,937.5
Depreciation on operating leases                                   5,166.2       4,891.7      4,692.4     4,677.5      4,627.0
Operating expenses                                                 5,599.1       4,518.9      3,565.1     2,852.2      2,690.3
Insurance losses and loss adjustment                                             1,389.9
 Expenses                                                          1,493.1                    1,469.4     1,073.5        972.2
Provision for credit losses                                          551.6         403.8        463.1       522.7        669.0
                                                              ------------  ------------  ----------- ------------ -----------
   Total expenses                                                 21,104.7      17,730.5     15,976.9    14,381.4     13,896.0
                                                              ------------  ------------  ----------- ------------ -----------

Income before income taxes                                         2,556.4       2,487.5      1,937.0     2,214.0      2,077.7
United States, foreign and other                                                   960.2
 income taxes                                                        954.3                      611.7       912.9        837.2
                                                              ------------  ------------  ----------- ------------ -----------
Net income                                                         1,602.1       1,527.3      1,325.3     1,301.1      1,240.5
Cash dividends                                                     1,377.5          75.0        300.0       750.0      1,200.0
                                                              ------------  ------------  ----------- ------------ -----------
Net income retained in the year                               $      224.6  $    1,452.3      1,025.3 $     551.1  $      40.5
                                                              ============  ============  =========== ============ ===========


Total assets                                                  $  168,410.1  $  148,789.2  $ 131,760.4 $ 109,685.9  $  99,852.6
                                                              ============  ============  =========== ============ ===========

Debt
   Short-term debt                                            $   56,913.6  $   50,838.5  $  49,491.2 $  41,464.5  $  36,496.3
   Long-term debt                                                 76,458.6      70,319.7     56,682.0    45,436.8     42,300.9
                                                              ------------  ------------  ----------- ------------ -----------
Total debt                                                    $  133,372.2  $  121,158.2  $ 106,173.2 $  86,901.3  $  78,797.2
                                                              ============  ============  =========== ============ ===========





ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
               AND RESULTS OF OPERATIONS

The following  discussion  and analysis  provides  information  that  management
believes  to be  relevant  to an  understanding  of the  Company's  consolidated
results of operations and financial condition.  The discussion should be read in
conjunction with the consolidated financial statements and the notes thereto.


RESULTS OF OPERATIONS

GMAC  earned  consolidated  net  income of  $1,602.1  million,  up 4.9% from the
$1,527.3  million earned in 1999.  These earnings are an annual record for GMAC,
with 2000 net income being the sixth  straight  year of increase.  The following
table  summarizes  the most  recent  earnings  of  GMAC's  automotive  and other
financing, insurance and mortgage operations on a year-to-year basis:




                                                                 Net Income
                                                 ----------------------------------------
                                                    2000           1999           1998
                                                 ----------    -----------   ------------
                                                         (in millions of dollars)
                                                                     
Automotive and other financing operations         $ 1,054.7     $  1,056.9    $    984.4
Insurance operations *                                220.0          209.9         225.9
Mortgage operations**                                 327.4          260.5         115.0
                                                 ----------    -----------   ------------
Consolidated total                                $ 1,602.1     $  1,527.3    $  1,325.3
                                                 ==========    ===========   ============

*  GMAC Insurance Holdings, Inc.
** GMAC Mortgage Group, Inc.



On a  consolidated  basis,  GMAC's return on average equity capital was 12.4% in
2000,  compared to 14.7% in 1999 and 14.3% in 1998. Total cash dividends paid to
General Motors in 2000 were $1,377.5  million  compared with $75 million in 1999
and $300 million in 1998.

In 2000,  net income from  automotive  and other  financing  operations  totaled
$1,054.7  million,  virtually  unchanged from the $1,056.9 million earned in the
prior year.  Increased  financing  volumes  and asset  levels were offset by the
negative  impact  stemming from the higher level of market interest rates during
the year. The increase in 1999 from 1998 was due to increased  financing volumes
and reduced credit losses, partially offset by a higher effective tax rate.

Net income from insurance operations totaled $220.0 million in 2000, 4.8% higher
and 2.6% lower than 1999 and 1998 earnings, respectively. The increase from 1999
was primarily due to improved operating results and higher investment income and
capital  gains.  The decrease in 1999 from 1998 was  primarily  attributable  to
pricing pressure in the personal lines insurance business.

Net income from mortgage  operations  totaled $327.4 million in 2000,  25.7% and
184.7%   higher  than  1999  and  1998   earnings,   respectively.   The  strong
year-over-year  performance reflects the benefit of strong international growth,
lower cost of servicing and increased  mortgage  originations  during the second
half of the year. The unusually low earnings in 1998 were largely due to reduced
mortgage asset values from higher prepayment levels.



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

UNITED STATES NEW PASSENGER CAR AND TRUCK DELIVERIES

U.S.  deliveries of new GM vehicles during 2000 were unchanged  compared to 1999
levels.  U.S.  deliveries  of new GM vehicles  during 1999 were higher than 1998
levels  primarily  as a result of an overall  increase in the number of vehicles
produced in the  industry.  Additionally,  production  in 1998 was reduced by an
estimated  545,000 units due to a 54-day work stoppage from June 5, 1998 through
July 28, 1998 at GM.  GMAC's  special rate  financing  programs  sponsored by GM
during 2000 contributed to higher financing penetration of new GM vehicle retail
deliveries. The decline in financing penetration in 1999 from 1998 was primarily
the result of competitive market conditions.



                                                        For the Years Ended December 31,
                                                       ---------------------------------
                                                        2000         1999         1998
                                                        ----         ----         ----
                                                            (in millions of units)
                                                                          
Industry                                                17.8         17.4          16.0
General Motors                                           5.0          5.0           4.6

U.S. new GM vehicle deliveries financed by GMAC
  Retail (installment sale contracts and
   operating leases)                                    43.6%        40.6%         41.4%
 Fleet transactions (lease financing)                    1.7%         1.6%          2.1%
Total                                                   34.7%        32.8%         33.3%


FINANCING VOLUME

The number of new  vehicle  deliveries  financed  for GM and other  dealers  are
summarized below:

                                              For the Years Ended December 31,
                                              --------------------------------
                                                2000         1999        1998
                                                ----         ----        ----
                                                   (in thousands of units)
United States
  Retail installment sale contracts            1,012          867         929
  Operating leases                               680          774         598
  Leasing                                         23           24          26
                                              ------        -----       -----
New deliveries financed                        1,715        1,665       1,553
                                              ======        =====       =====

Other Countries
  Retail installment sale contracts              483          470         410
  Operating leases                               273          291         308
  Leasing                                         55           66          61
                                              ------        -----       -----
New deliveries financed                          811          827         779
                                              ======        =====       =====

Worldwide
  Retail installment sale contracts            1,495        1,337       1,339
  Operating leases                               953        1,065         906
  Leasing                                         78           90          87
                                              ------        -----       -----
New deliveries financed                        2,526        2,492       2,332
                                              ======        =====       =====

The increase in the total number of vehicles  financed during 2000,  compared to
1999,  can be  attributed  to the  Company's  continued  special rate  financing
programs  sponsored  by  GM.  The  decrease  in  operating  lease  units  can be
attributed  to a shift from lease  incentive  programs  to special  rate  retail
finance  programs  sponsored  by GM for both the U.S. and  internationally.  The
number of new  vehicles  financed  in the U.S.  in 1999 was  higher  than  1998,
primarily as a result of an overall  increase in the number of units financed in
the industry as well as the impact of the 1998 work stoppage  mentioned earlier.
Additionally,  operating  lease incentive  programs  sponsored by GM in the U.S.
contributed to the 1999 increase over 1998.



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

FINANCING VOLUME (concluded)

The average new vehicle retail finance contract  purchased by GMAC in the United
States during 2000 was $23,500  compared to $22,300 in 1999 and $20,800 in 1998.
The average  term for new vehicle  retail  finance  contracts  purchased  was 55
months in 2000,  compared to 54 months in 1999 and 52 months in 1998,  while the
monthly payment on such contracts  purchased in 2000 averaged $424,  compared to
$412 in 1999 and $401 in 1998.  The  increases  in the average  amount of retail
finance  contract  purchased and the average  monthly payment were primarily the
result of a reduction in the average customer downpayment and an increase in the
average new vehicle cash price.  The increase in the average monthly payment was
partially  offset by an  increase  in the  average  term and a  decrease  in the
average customer finance rate.

During 2000, the average capitalized cost for new vehicle retail operating lease
contracts  entered into in the United States was $24,300  compared to $23,700 in
1999 and $24,400 in 1998.  The average term of such new vehicle retail leases in
2000 and 1999 was 36  months  and in 1998 was 34  months.  The  average  monthly
retail lease payments on such contracts were $358 in 2000, $340 in 1999 and $352
in 1998. The changes in average cost,  term and monthly payment during 2000 were
mainly  attributable  to a continued  shift to longer term  incentivized  leases
sponsored by GM.

GMAC also provides  wholesale  financing for GM and other  dealers' new and used
vehicle  inventories.  In the United States,  wholesale  inventory financing was
provided  for  3.6  million,  3.5  million  and  2.8  million  new GM  vehicles,
representing 71.5%, 67.7% and 64.1% of all GM sales to U.S. dealers during 2000,
1999  and  1998,  respectively.  The  increase  was  attributable  to  marketing
initiatives and competitive pricing strategies offered by the Company.

ASSETS

Cash and cash  equivalents  totaled  $1,147.8  million  at  December  31,  2000,
compared with $704.3 million held at December 31, 1999.

At the end of 2000, the Company owned assets and serviced automotive receivables
totaling $185.6 billion,  an increase of $23.3 billion over year-end 1999. Total
consolidated  assets of the  Company at December  31, 2000 were $168.4  billion,
$19.6 billion above the previous year. The year-to-year increases were primarily
the result of higher  serviced  retail  receivables,  commercial  and other loan
receivables, serviced wholesale receivables, other assets, factored receivables,
receivables with GM, mortgage lending  receivables,  mortgage  servicing rights,
mortgage loans held for investment and due and deferred from receivables  sales.
These increases were partially offset by a decline in operating lease assets.

Consolidated  automotive  and  commercial  finance  receivables  serviced by the
Company,  including  sold  receivables,  amounted  to $112.5  billion  and $97.0
billion at December 31, 2000 and 1999,  respectively.  The year-to-year increase
was  primarily  a  result  of  a  $7.4  billion   increase  in  serviced  retail
receivables,  a $4.9 billion  increase in commercial and other loan  receivables
and a  $4.4  billion  increase  in  serviced  wholesale  receivables.  Continued
GM-sponsored  retail  financing  incentives  contributed to the rise in serviced
retail  receivables.  The change in commercial  and other loan  receivables  was
primarily attributable to increases in secured notes as well as continued growth
at Commercial  Credit LLC and GMAC Business Credit LLC. The growth at Commercial
Credit LLC was  partially  attributable  to the  acquisitions  of the  factoring
businesses of Finova  Capital  Corporation  and Banc of America during the third
and fourth quarters of 2000. The increase in serviced wholesale loan receivables
was due to higher dealer inventory levels as well as an increase in penetration.
Principal  balances of active trusts of sold  wholesale  receivables  (including
retained subordinated  interests) during 2000 increased $1.6 billion, due to the
completion of two sales in 2000. Additionally, outstanding principal balances of
sold retail automotive receivables  (including retained subordinated  interests)
increased  by $1.4  billion  due to the  completion  of four sales  during  2000
compared with three sales in 1999.



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

ASSETS (concluded)

Other assets totaled $12,021.0 million and $9,638.6 million at December 31, 2000
and  December 31,  1999,  respectively.  The  increase  over  year-end  1999 was
partially the result of other mortgage related assets which totaled $3.5 billion
at December  31,  2000,  compared  to $2.2  billion at December  31,  1999.  The
increase in other  mortgage  related  assets was  primarily a result of GMACMG's
acquisition of Nippon Asset Management,  a Japanese real estate holding company,
during  the  second  quarter  of 2000.  The  purchased  assets of  Nippon  Asset
Management  consisted  primarily of  non-performing  loans. In addition,  GMACMG
expanded  its Model Homes  Finance  program,  which  involves  the  financing of
builders'   model  homes,   in  2000.  This  program  began  in  November  1999.
Additionally,  the increase  over year-end 1999 was partially the result of GMAC
and GM entering into a lease arrangement during the first quarter of 2000. Under
this  transaction,  GM transferred to GMAC three properties  located in Michigan
totaling $479.1 million, representing an equity contribution.

Factored receivables totaled $2,291.1 million and $764.9 million at December 31,
2000 and 1999,  respectively.  This growth  relates to  Commercial  Credit LLC's
acquisitions of the factoring  businesses of Finova Capital Corporation and Banc
of America.

Notes  receivables due from GM amounted to $5,434.0 million and $4,025.0 million
at  December  31,  2000 and 1999,  respectively.  The source of the growth  over
year-end is primarily  attributable  to an increase of $1.1 billion related to a
$2.0 billion  revolving  line of credit GM has available with GMAC. In addition,
there  were  additional  loans  from GMAC of  Canada,  Limited,  a  wholly-owned
subsidiary, to GM of Canada ("GMCL"), a wholly-owned subsidiary of GM. The loans
are used to fund GMCL's vehicle leasing program.

Mortgage lending receivables  amounted to $2,960.0 million at December 31, 2000,
compared to $1,800.6  million at December 31, 1999,  respectively.  The increase
relates to the continued increase in construction and warehouse lending activity
in 2000, compared to 1999. Construction and warehouse lending activity increased
due to increased marketing initiatives and overall growth during 2000.

Mortgage  servicing  rights amounted to $3,984.5 million and $3,421.8 million at
December 31, 2000 and 1999, respectively.  The increase is primarily a result of
several  portfolio  acquisitions  made by GMACMG throughout 2000, in addition to
overall growth of the business.

Mortgage loans held for investment totaled $1,895.1 million and $1,497.4 million
at December 31, 2000 and 1999, respectively.  The increase is primarily due to a
Mexican   portfolio   acquisition   made  by  GMACMG   ($89   million),   and  a
reclassification   of  non-performing   assets  from  mortgages  held  for  sale
(approximately  $200  million)  to  mortgages  held  for  investment,   to  more
accurately reflect the nature of the asset.

The  Company's  due and deferred from  receivable  sales (net) totaled  $1,097.2
million at December 31, 2000,  compared to $742.2  million at December 31, 1999.
The increase  over  year-end was mainly due to an increase in cash deposits held
for trusts due to increased securitization of wholesale and retail receivables.

Operating lease assets, net of depreciation, acquired principally under the GMAC
SmartLease  program,  totaled $29.3 billion at year-end 2000, a decrease of $0.9
billion from  year-end  1999.  The decrease  from  year-end  1999 was  primarily
attributable to a decrease in GM sponsored lease incentive programs in the U.S.

LIQUIDITY

The  Company's  liquidity  as  well  as  its  ability  to  profit  from  ongoing
acquisition  activity  is in large  part  dependent  upon its  timely  access to
capital and the costs associated with raising funds in different segments of the
capital  markets.  In this  regard,  GMAC  regularly  accesses  the  short-term,
medium-term,  and long-term debt markets,  principally through commercial paper,
notes and underwritten transactions.



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

LIQUIDITY (continued)

As of December 31, 2000,  GMAC's total  borrowings were $133.4 billion  compared
with  $121.2  billion  at  December  31,  1999.  Approximately  81% of this debt
represented  funding for operations in the United States,  and the remaining 19%
represented  borrowings  for  operations  in Canada (9%),  United  Kingdom (3%),
Germany (3%) and other  countries  (4%). The 2000 year-end ratio of consolidated
debt to total  stockholder's  equity was 9.5:1  compared to 10.9:1 for  year-end
1999.  The higher  year-to-year  debt  balances  were  principally  used to fund
increased asset levels.  Total  short-term debt outstanding at December 31, 2000
amounted to $56.9 billion compared with $50.8 billion at year-end 1999.

Intermediate  and  long-term   funding  is  provided  through  the  issuance  of
underwritten  debt and  medium-term  notes,  which are  offered  by  prospectus,
offering  circular or private  placement  worldwide on a continuous  basis. GMAC
sells  medium-term  notes worldwide through dealer agents in book-entry form for
any maturity  ranging  from nine months to thirty  years.  Sales of  medium-term
notes for U.S.  operations  totaled  $10.2  billion in 2000,  compared  to $12.1
billion in 1999. Outstanding medium-term notes for U.S. operations totaled $31.6
billion at December 31,  2000,  a decrease of $0.5  billion from the  prior-year
period.  During  2000,  underwritten  debt issues  totaling  $7.3  billion  were
completed for use in the U.S., compared with $8.7 billion in 1999.  Underwritten
debt issues  outstanding in the U.S. at December 31, 2000 totaled $30.6 billion,
an increase of $5.3 billion from  year-end  1999.  As of December 31, 2000,  the
Company  had  unissued  debt   securities   available   under   effective  shelf
registrations with the U.S.  Securities and Exchange  Commission  totaling $31.9
billion.

The Company and its subsidiaries maintain substantial bank lines of credit which
totaled  $48.1  billion at  December  31,  2000,  compared  to $46.2  billion at
year-end  1999.  The unused  portion of these  credit  lines  increased  by $2.8
billion from December 31, 1999 to $38.4  billion at December 31, 2000.  Included
in the unused credit lines at December 31, 2000,  is a $14.7 billion  syndicated
multi-currency  global credit facility available for use in the U.S. by GMAC and
in Europe by GMAC International Finance B.V. and GMAC (UK) plc. The entire $14.7
billion is available to GMAC in the U.S., $0.9 billion is available to GMAC (UK)
plc and $0.8  billion  is  available  to GMAC  International  Finance  B.V.  The
syndicated  credit  facility  serves  primarily  as  back-up  for the  Company's
unsecured commercial paper programs. Also included in the unused credit lines is
a $12.3 billion U.S.  asset-backed  commercial  paper  liquidity and receivables
facility for New Center Asset Trust ("NCAT"), a non-consolidated limited purpose
business trust established to issue asset-backed commercial paper.

In June 1999, GMAC modified its existing syndicated  revolving credit facilities
to  combine  the U.S.  and  certain  European  facilities  into  one  syndicated
multi-currency  global  facility.  Modified  terms  consisted  of five  years on
one-half of the facility, with a 364-day term (including a provision that allows
GMAC to draw down a one year term loan on the termination date) on the remaining
facility.  The 364-day  portion of the facility was renewed for another  364-day
period in June 2000, including the provision that allows GMAC to draw down a one
year term loan on the termination  date. The remainder of the facility which had
an original  term of five years expires in June 2004.  Additionally,  there is a
leverage   covenant   restricting  the  ratio  of  consolidated  debt  to  total
stockholder's equity to no greater than 11.0:1. This covenant is only applicable
under certain conditions. Those conditions are not in effect now and were not in
effect during the year ended December 31, 2000.

Outside of the United  States,  funding needs are met primarily by a combination
of short-term and medium-term loans from banks and other financial institutions.
Where it is cost-effective,  the Company also issues commercial paper as well as
medium-term  and  long-term  debt in both  the Euro and  local  markets  to fund
certain non-U.S. operations.

Credit  facilities   supporting   operations  of  the  Company's   international
subsidiaries  totaled $18.1 billion at December 31, 2000, of which $11.7 billion
were unused.  As of December 31, 2000, the committed and uncommitted  portion of
such credit facilities totaled $5.6 billion and $12.5 billion, respectively.



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

LIQUIDITY (continued)

As discussed in Note 3 of the Notes to Consolidated  Financial  Statements,  the
Company's  asset  securitization  program is utilized as an alternative  funding
source  through  which  retail and  wholesale  finance  receivables  are sold to
special purpose bankruptcy-remote subsidiaries. The Company continues to service
the sold receivables for a fee and earns other related ongoing income. GMAC also
may retain subordinated interests in the total receivables pool.

GMAC's  ability to access the capital  markets for  unsecured  debt is linked to
both its term debt and commercial paper ratings.  This is particularly true with
respect to the Company's commercial paper ratings. These ratings are intended to
provide  guidance to investors in determining  the credit risk  associated  with
particular  securities  based on  current  information  obtained  by the  rating
organizations from the Company or other sources that such organizations consider
to be reliable. Lower ratings generally result in higher borrowing costs as well
as reduced access to capital markets.  A security rating is not a recommendation
to buy, sell, or hold securities and is subject to revision or withdrawal at any
time by the  assigning  rating  organization.  Each rating  should be  evaluated
independently of any other rating.

Substantially  all of the Company's  short-term,  medium-term and long-term debt
has been rated by three nationally recognized  statistical rating organizations.
As of March 5, 2001,  all of the ratings  assigned  were  within the  investment
grade category.

                                         Senior            Commercial
Rating Agency                            Debt                Paper
- -------------                         -----------        -------------

Fitch, Inc.                              A                     F-1
Moody's Investor's Service, Inc.         A2                 Prime-1
Standard & Poor's Ratings Services       A                     A-1

Fitch, Inc.  ("Fitch") has assigned ratings of A and F-1 to the Company's senior
debt and  commercial  paper,  the sixth and  second  highest  among ten and four
investment grade ratings  available,  respectively.  The A rating is assigned by
Fitch  to bonds  considered  to be of high  credit  quality  with the  obligor's
ability to pay interest and repay  principal  considered  to be strong.  The F-1
rating is assigned  to  short-term  issues  which  possess a very strong  credit
quality  based  primarily on the  existence  of liquidity  necessary to meet the
obligations in a timely manner. Fitch upgraded the senior debt rating from A- to
A and reaffirmed the F-1 commercial paper rating in June 1997.

Moody's Investors Service,  Inc.  ("Moody's") has assigned a rating of A2 to the
Company's  senior debt,  the sixth  highest among ten  investment  grade ratings
available,  indicating  favorable  investment  attributes  and strong ability to
repay  principal plus interest.  The Company's  commercial  paper has received a
rating of Prime-1 from Moody's,  the highest of three such  ratings,  reflecting
superior ability for repayment of senior short-term debt obligations and assured
ability  to  access  alternative  sources  of  liquidity.  Additional  repayment
characteristics of commercial paper issues receiving this premium rating include
leading market position in a well-established  industry, high rates of return on
funds  employed,  and broad  margins in  earnings  coverage  of fixed  financial
charges.  The senior  debt  rating  was  upgraded  from A3 to A2 in April  1998,
whereas the commercial paper rating was assigned by Moody's in May 1995.



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

LIQUIDITY (concluded)

Standard & Poor's Ratings Services,  a division of McGraw-Hill  Companies,  Inc.
("S&P") has assigned a rating of A to the Company's  senior debt,  sixth highest
among ten investment grade ratings available.  The A rating is assigned to bonds
considered to have a strong  capacity to pay interest and repay  principal.  The
Company's  commercial  paper has received a rating of A-1, second highest of the
four investment grade ratings available, indicating a strong capacity for timely
payment  determined by significant  safety  characteristics.  S&P upgraded these
ratings from A- and A-2 in January 1998.  However, on February 6, 2001, Standard
& Poor's,  while affirming its ratings on GMAC,  revised its outlook from stable
to negative.

As of March  5,  2001,  GMAC is not  under  review  by any of the  above  rating
agencies.

In managing the interest rate and foreign exchange  exposures of a multinational
finance entity,  the Company and its subsidiaries  utilize a variety of interest
rate and  currency  derivative  financial  instruments.  As an  end-user of such
instruments,  GMAC is in a better  position to expand its  investor  base and to
minimize  its  funding  costs,   enhancing  its  ability  to  offer  attractive,
competitive  financing rates to its customers.  The portfolio consists primarily
of interest rate swaps,  futures and options;  currency swaps and forwards which
are  matched  to offset a  companion  asset or  funding  obligation;  and hedges
related to mortgage operations.

These instruments  involve,  to varying degrees,  elements of credit risk in the
event a counterparty  should  default,  and market risk, as the  instruments are
subject  to rate and price  fluctuations.  Credit  risk is managed  through  the
periodic  monitoring  and  approval  of  financially  sound  counterparties  and
limiting the potential  exposure to individual  counterparties  to predetermined
notional and exposure limits. Market risk is inherently limited by the fact that
the Company holds offsetting asset or liability  positions.  Market risk is also
managed on an ongoing basis by determining and monitoring the fair value of each
transaction in the portfolio. GMAC employs a variety of internal swap and option
models,  using  mid-market  rates,  to  calculate  mark-to-market  values of its
derivative  positions and also obtains  valuations from its  counterparties  for
reporting purposes.

The aggregate  fair value of the Company's  derivatives  portfolio  represents a
nominal  percentage of its $14.0 billion  equity base at December 31, 2000.  The
total notional amount of the derivatives  portfolio was $102.8 billion and $77.6
billion at  December  31,  2000 and 1999,  respectively.  The  increase  in 2000
year-end  notional  outstandings  was partially  attributable  to an increase in
financial instruments associated with GMAC's increased debt levels along with an
increase in mortgage  related  derivatives,  consistent with GMACMG's  increased
asset  levels and off  balance  sheet  commitments  to  originate  and  purchase
mortgage loans.

CASH FLOWS

Cash  provided by operating  activities  during 2000 totaled  $10.1  billion,  a
slight  decrease from the $10.2 billion during the comparable 1999 period and an
increase from the $3.9 billion  provided during the comparable 1998 period.  The
slight  decrease in operating  cash flow from 1999 was primarily the result of a
decrease in net proceeds on sale of mortgage loans, mainly offset by an increase
in other  liabilities and  depreciation and  amortization.  The increase in 1999
over 1998 was  primarily  the result of an increase  in  proceeds  from sales of
mortgage loans and mortgage related  securities held for trading and a reduction
in originations/purchases of mortgage loans and acquisitions of mortgage-related
securities held for trading.  These increases were partially offset by a decline
in the payables due to GM and affiliated companies and other liabilities.



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

CASH FLOWS (concluded)

Cash used for investing  activities during 2000 totaled $24.5 billion,  compared
with $21.4 billion and $23.0  billion  during the same periods in 1999 and 1998,
respectively.  The  increase  in 2000 from 1999 is  primarily  the result of net
increases  in  acquisitions  of finance  receivables,  along with an increase in
other investing activities which was primarily driven by an increase in mortgage
lending  receivables.  These increases were mainly offset by increased  proceeds
from sales of  wholesale  receivables.  Cash usage  decreased  in 1999 from 1998
primarily as a result of increased  proceeds from sales of receivables,  largely
offset  by  net  increases  in  acquisitions  of  finance  receivables  and  net
acquisitions of subsidiaries.

Cash  provided by  financing  activities  during  2000  totaled  $14.9  billion,
compared  with  $11.3   billion  and  $18.9   billion   during  1999  and  1998,
respectively.  The  increase  in 2000 from 1999 is  primarily  the  result of an
increase in short-term debt and capital  contributions from GM, mainly offset by
a net decrease in long-term  debt and dividends paid to GM. The decrease in 1999
from 1998 is primarily the result of a reduction in short-term  debt,  partially
offset by a net increase in long-term debt.

COLLECTION RESULTS AND ASSET QUALITY

The  following  statistics,  which  include  owned and sold  automotive  assets,
summarize the Company's delinquency, repossession and loss experience:



                                                                       For the Years Ended December 31,
                                                                      ---------------------------------
                                                                        2000       1999        1998
                                                                      ---------   --------   -------
Retail - Worldwide
                                                                                    
Accounts past due over 30 days (average)                                 2.4%       2.6%        3.0%
Repossessions of new vehicles                                            1.3%       1.4%        1.5%
Repossessions of used vehicles                                           3.1%       2.9%        3.4%

Net retail losses as a percent of
 total average serviced receivables                                     0.62%       0.63%      0.78%

Net retail losses as a percent of liquidations
Retail serviced - Worldwide                                             1.19%       1.17%      1.53%
New retail serviced - United States                                     0.97%       0.93%      1.27%
Retail sold - United States                                             0.80%       0.78%      0.98%

Charge-offs - Worldwide (in millions of dollars)
Total serviced receivables, net of recoveries                         $320.7      $295.6     $351.0
Total owned receivables, net of recoveries                             286.5       262.7      307.1

Allowance for credit losses as a percent of
 total net serviced receivables - Worldwide                             1.24%       1.20%      1.32%

Operating lease portfolio - United States (average)
Accounts past due over 30 days                                          1.49%       1.30%      1.44%
Early terminations by default as a percent of units outstanding         1.23%       1.09%      1.29%



As a result of tightened  credit  standards  and continued  collection  efforts,
repossessions  and losses in the retail  portfolio and early  terminations  as a
percent of operating lease units  outstanding  decreased  between 1998 and 1999.
Overall,  2000 loss  experience  remained  relatively  consistent  with 1999 and
reflected improvement from 1998.

Revenue  recognition  was  suspended on  approximately  0.25% and 0.31% of gross
retail finance receivables as of December 31, 2000 and 1999, respectively

Collateral  with a net book value of $139.2  million and $109.5 million has been
acquired in satisfaction  of retail loans and leases  outstanding as of December
31, 2000 and 1999, respectively. For non-retail finance receivables,  collateral
with a net book value $1.6 million has been  acquired in  satisfaction  of loans
outstanding for both December 31, 2000 and 1999.



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

BORROWING COSTS

The Company's worldwide cost of borrowing, including the effects of derivatives,
averaged  6.52%  for  2000,  compared  to 5.67%  and  5.99%  for 1999 and  1998,
respectively. Total borrowing costs for U.S. operations averaged 6.64% for 2000,
compared  to 5.66% and 5.89% for 1999 and 1998,  respectively.  The  increase in
average  borrowing  costs was mainly a result of the year over year  increase in
market interest rates.

AUTOMOTIVE FINANCING REVENUES AND OTHER INCOME

Financing  revenue totaled $15.5 billion in 2000,  compared to $13.8 billion and
$12.7 billion for 1999 and 1998,  respectively.  These increases were mainly due
to higher average  retail,  wholesale and  commercial and other loan  receivable
balances.

Retail and lease financing  revenue totaled $4,773.8 million for 2000, which was
$470.8  million  and  $905.0  million  above  1999 and 1998,  respectively.  The
increase  in 2000 over 1999 and 1999 over 1998 was mainly due to higher  average
outstanding  retail  balances,  which resulted from continued  retail  financing
incentives sponsored by GM.

Operating lease revenue, net of depreciation,  totaled $2,740.5 million in 2000,
compared  to  $2,537.5   million  and   $2,540.6   million  in  1999  and  1998,
respectively.  The increase in 2000 was primarily  attributable  to increases in
asset  earning  rates  during  2000.  This rate  increase  more than  offset the
decrease in operating lease assets from the prior year.

Wholesale,  commercial  and other loan  financing  revenue  amounted to $2,812.9
million,  compared with $2,045.7  million and $1,628.9 million in 1999 and 1998,
respectively.  The  increase  in 2000  from  1999 was  mainly  due to  increased
commercial loan receivables due to Commercial  Credit LLC's  acquisitions of the
factoring  businesses  of Finova  Capital  Corporation.  In  addition,  serviced
wholesale  loan  receivable  balances  increased due to higher dealer  inventory
levels as well as an increase in penetration. The increase in 1999 from 1998 was
mainly  attributable  to  increased  commercial  loan  receivables  due  to  the
acquisition of Bank of New York Financial Corporation in July 1999 and increases
in other secured notes.

Other  income,  including  gains and fees related to sold  finance  receivables,
totaled  $2,376.7  million for 2000,  compared to $1,663.9  million and $1,294.9
million during the comparable 1999 and 1998 periods,  respectively. The increase
in 2000 over 1999 was mainly attributable to increases in interest and servicing
fees earned on  receivables  due from GM,  along with  increases  in  Commercial
Credit LLC's factoring  commissions and other servicing fees.  Commercial Credit
LLC was  acquired in July 1999,  resulting in only six months of income in 1999.
Additionally,  other income related to sales of receivables increased mainly due
to the increase in service fees received,  due to higher outstandings of secured
notes, and an increase in other income due to increased securitization activity.
The increase in 1999 over 1998 was  primarily  the result of increased  sales of
wholesale  and retail  finance  receivables  and  increased  interest  earned on
receivables due from GM.

Pre-tax gains on sold retail receivables, excluding the related limited recourse
loss  provision  established at loan  origination,  totaled $13.7 million during
2000  compared  with  $64.2  million in 1999 and $31.0  million in 1998.  Retail
receivables  sales  generally  accelerate  the  recognition  of income on retail
contracts,  net of servicing fees and other related  deferrals,  into the period
the  receivables  are sold.  The amount of such gains is affected by a number of
factors and may create  variability in quarterly  earnings depending on the type
and amount of  receivables  sold and the  structure  used to effect the sale, as
well as the prevailing financial market conditions.



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

AUTOMOTIVE FINANCING REVENUES AND OTHER INCOME (concluded)

This  acceleration  results in the pre-tax gains  reflected above and can create
variability  in annual  earnings  depending  on the  amount,  timing and the net
margin between the average yield and  all-in-cost of the sold  receivables.  The
acceleration  also reduces  profit  potential in future  periods.  Although this
acceleration can significantly impact quarterly or year-to-year comparisons,  it
should be noted  that the  Company  generally  recognizes  approximately  70% of
interest  and  discount  revenue  in the first  two  years of a retail  contract
(reflecting the term of the underlying  contracts,  revenue  recognition methods
and  historical  prepayment  experience).  As such,  depending  on the timing of
receivables  sales in a given  year,  the net impact on annual  earnings  may be
substantially less than the gains indicated.

EXPENSES

Consolidated  interest and discount expense totaled $8,294.7  million,  $6,526.2
million and $5,786.9 million in 2000, 1999 and 1998, respectively.  The increase
in 2000 over 1999 was due to  increased  borrowing  costs in  addition to higher
debt levels which were  principally  used to fund  increased  asset levels.  The
increase in 1999 over 1998 was primarily due to increased debt levels which were
used to fund increased asset levels.  This increase in 1999 was partially offset
by lower market interest rates during 1999 compared to 1998.

Consolidated  salaries and benefits  increased in 2000 to $1,865.9  million from
$1,591.9  million  and  $1,231.0  million  in 1999 and 1998,  respectively.  The
increase  in  salaries  since  1998  primarily  reflected  continued  growth and
acquisitions at GMAC and GMACMG.

Consolidated  amortization of intangibles totaled $660.7 million, $516.9 million
and $381.9 million in 2000,  1999 and 1998,  respectively.  The increases  since
1998 were primarily  attributable to an increase in the amortization of mortgage
servicing  rights  along  with an  increase  in the  amortization  of  goodwill.
Amortization  of mortgage  servicing  rights  increased due to the growth in the
servicing  portfolio  from $245.0  billion in 1998 to $336.2 billion at year-end
2000.  Mortgage  servicing  rights  increased  from $2.4 billion in 1998 to $4.0
billion at year-end 2000. The increase in the  amortization  of goodwill was due
to continued acquisitions at GMAC and GMACMG during 1999 and 2000.

Consolidated other operating expenses totaled $3,072.5 million, $2,410.1 million
and $1,952.2 million in 2000, 1999 and 1998,  respectively.  The increases since
1998 primarily reflected continued growth and acquisitions at GMAC and GMACMG.

As noted  earlier,  net retail losses as a percentage of total average  serviced
automotive  receivables  was  0.62%,  0.63%  and  0.78% in 2000,  1999 and 1998,
respectively.  The provision for credit losses,  most of which relates to retail
receivables,  totaled $551.6 million, $403.8 million and $463.1 million in 2000,
1999 and 1998,  respectively.  Higher outstanding finance receivables along with
the Company's continuous review of its reserve  requirements  contributed to the
increase in the provision for credit losses.

INCOME TAXES

Consolidated  United  States,  foreign and other  income  taxes  totaled  $954.3
million,   $960.2  million  and  $611.7   million  for  2000,   1999  and  1998,
respectively.  The  effective  income tax rate for 2000 was 37.3%,  compared  to
38.6% in 1999 and 31.6% in 1998.  The decline in the 2000 effective tax rate can
be  attributed  to  decreases in accruals  from prior years based upon  periodic
assessment of the adequacy of such accruals  primarily  for tax  liabilities  of
non-U.S.  operations.  The  increase  in 1999 over 1998 can be  attributed  to a
decrease in U.S. and foreign  taxes  assessed on foreign  source  income  during
1998.



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

INSURANCE OPERATIONS

Gross premiums written by GMACI and its subsidiaries  totaled $2,395.5  million,
$2,231.8 million and $2,250.4 million in 2000, 1999 and 1998, respectively.  Net
insurance premiums earned totaled $1,883.8 million in 2000, an increase of $89.9
million from 1999 and an increase of $25.4 million over 1998. The increases from
1999 were mainly due to premium growth across all business  lines.  The decrease
in 1999 from  1998 was  primarily  the  result of  declines  in new and  renewal
personal  auto  policies  outstanding,  partially  offset  by  increases  in the
mechanical protection and property and casualty reinsurance lines of business.

Pre-tax  capital  gains at GMACI,  which are included in other  income,  totaled
$165.5  million for 2000,  an increase  of $6.7  million  from 1999 and a slight
decrease of $0.3 million over 1998.  Fluctuations in realized  capital gains are
primarily due to the timing of sales of individual securities and overall market
conditions.

Insurance losses and loss adjustment expenses totaled $1,493.1 million, $1,389.9
million and $1,469.4 million in 2000, 1999 and 1998, respectively.  The increase
in 2000 from  1999 is  primarily  due to  deteriorating  losses in the  personal
lines' agency business, resulting from increased liability claims severities and
physical  damage  frequencies.  The  decline  in 1999 when  compared  to 1998 is
largely  due to lower  non-standard  personal  auto  policies  in force  and the
non-renewal of certain  passenger auto policies that had yielded adverse results
in 1998,  partially  offset  by a  higher  frequency  of  claims  in  mechanical
coverages and increased property and casualty reinsurance volume.

MORTGAGE OPERATIONS

During 2000,  GMACMG continued to maintain its position as a leading real estate
financial  services  company in the United States.  Loan  origination,  mortgage
servicing  acquisitions  and  correspondent  loan volume  totaled $86.0 billion,
$91.6 billion and $152.0 billion for the years ended December 31, 2000, 1999 and
1998, respectively. The decrease from 2000 over 1999 and 1998 is attributable to
volume  reduction  caused by  increasing  interest  rates.  Reflecting  stronger
business activities and acquisitions, the GMACMG servicing portfolio at December
31, 2000, excluding $3.7 billion and $3.2 billion of GMAC term loans at December
31 2000 and 1999  respectively,  was  $336.2  billion,  15.1%  above the  $292.2
billion at December 31, 1999.  GMACMG  maintained  its ranking among the top ten
residential mortgage servicers at December 31, 2000.

Mortgage revenue totaled $3,907.2 million, $2,982.3 million and $2,029.9 million
for the years ended December 31, 2000, 1999 and 1998, respectively. The increase
in 2000 over 1999 is primarily attributable to a large volume of securitizations
and  significant  growth  in  the  servicing  portfolio,  which  have  increased
servicing fees. In addition,  the GMACMG Nippon Asset Management  acquisition as
well  as  other  related  investments  and  new  product  lines  have  increased
investment  income.  The increase in 1999 over 1998 was primarily  attributed to
the  significant  increase  in  the  servicing  portfolio;   the  GMACMG  DiTech
acquisition,  which  increased  lending  capacity by $4.4 billion;  and also the
result of continued growth in investment  revenues as well as revenues generated
from new product lines.

Net income from mortgage  operations totaled $327.4 million,  $260.5 million and
$115.0  million  for 2000,  1999 and 1998,  respectively.  The  increase in 2000
earnings was a result of strong  international  growth,  lower cost of servicing
and increased mortgage originations during the second half of the year. Earnings
in 1999 were favorably  impacted by continued growth in origination  volumes and
the mortgage servicing portfolio and business diversification. In addition, 1999
earnings  reflect an unusually  strong first quarter,  where one time gains were
realized  from the sales of  certain  assets  that were  acquired  in the fourth
quarter of 1998 when the capital markets were less liquid.



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

MORTGAGE OPERATIONS (concluded)

Subsequent to year-end,  interest rates, including those on originated loans for
fifteen   and   thirty-year   residential   mortgages   continued   to   decline
substantially.  GMACMG's servicing portfolio  experienced a substantial increase
in the number of applications to refinance residential mortgages.  This activity
may increase the  prepayment of the  mortgages  resulting in a reduction in cash
flows to support funding of the mortgage  servicing  rights that are recorded in
the  financial  statements  of the  Company.  Should  that occur,  the  mortgage
servicing rights could become impaired.  The Company has taken measures to hedge
the exposure to this risk by entering into derivative contracts. However, in the
event of  substantial  prepayments of the mortgages  should the hedge  positions
prove to be not fully effective, the Company may experience impairment losses on
its mortgage servicing rights in the future.

ACQUISITIONS AND MERGERS

In April 2000, GMACMG  established GMAC Commercial Holding Japan K.K. ("NKK") to
acquire certain assets from Nippon Asset Management, Inc. The asset acquisitions
occurred in several phases between April 2000 through November 2000. NKK engages
in real estate  investment and loan  servicing,  as well as the  acquisition and
disposition of performing and non-performing loans.

On August 28, 2000,  Commercial  Credit LLC acquired the  factoring  business of
Finova  Capital  Corporation.  The  acquired  company  provides  a wide array of
accounts  receivable  management  services and financial products to traditional
industries (i.e.  apparel,  textiles and home  furnishings) and  non-traditional
industries (i.e. services,  food, electronics and computers).  Factored sales at
Finvova  Capital  Corporation  for calendar  year 2000 were  approximately  $1.5
billion.

On December 31, 2000,  Commercial Credit LLC acquired the factoring  business of
Banc of America  Commercial  Corporation,  Inc.  The acquired  company  provides
services  similar  to  Finova  Capital  Corporation.  Factored  sales at Banc of
America for calendar year 2000 were approximately $9.0 billion.

Additionally,  GMAC continued its growth through the acquisition of a variety of
other operations during the year, none of which were individually significant.

ACCOUNTING STANDARDS

In  June  1998,  the  FASB  issued  SFAS  No.  133,  Accounting  for  Derivative
Instruments and Hedging Activities.  In June 2000, the FASB issued SFAS No. 138,
Accounting for Certain  Derivative  Instruments and Certain Hedging  Activities,
which amends SFAS No. 133. The new standard  requires that all companies  record
derivatives  on the  balance  sheet as assets or  liabilities,  measured at fair
value. Gains or losses resulting from changes in the values of those derivatives
would be accounted  for  depending on the use of the  derivative  and whether it
qualifies for hedge accounting.  The Company adopted this accounting standard on
January 1, 2001, as required. The after-tax cumulative effect of this accounting
change as of January 1, 2001 was $52.6  million  favorable  to income and $134.0
million unfavorable to equity. The outcome of pending issues at the FASB and the
Derivatives  Implementation  Group  could  impact the  amount of the  cumulative
transition  adjustment  presented  herein.  The  cumulative  effect  is based on
management's  best  interpretation  of the accounting  literature as of March 5,
2001.  Consistent  with the  provisions  of the  standard  prior year  financial
statements have not been restated.

In September  2000,  the FASB issued SFAS No. 140,  Accounting for Transfers and
Servicing  of  Financial  Assets  and  Extinguishments  of  Liabilities,   which
supersedes similarly titled SFAS No. 125. GMAC adopted the disclosure provisions
related to the  securitization  of financial  assets on December  31, 2000.  All
transactions  entered  into  after  March  31,  2001  will be  accounted  for in
accordance with this standard.  This adoption is not expected to have a material
impact on GMAC.



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (concluded)

EURO CONVERSION

On January 1, 1999,  eleven of fifteen member countries of the European Monetary
Union established  fixed conversion rates between their existing  currencies and
adopted the euro as their new common  currency.  Additionally,  on December  31,
2000,  Greece also  established a fixed  conversion rate between the drachma and
the euro. The euro trades on currency exchanges and the legacy currencies remain
legal  tender in the  participating  countries  for a  transition  period  until
January 1, 2002.  Beginning on January 1, 2002, euro denominated bills and coins
will be issued and legacy currencies will be withdrawn from circulation.

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

Certain  aspects of the operations  impacted by the conversion have already been
converted to euro. The remaining  aspects will be converted  throughout the year
2001.

FORWARD-LOOKING STATEMENTS

The foregoing  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations  contains various  forward-looking  statements  within the
meaning of applicable  federal securities laws and are based upon GMAC's current
expectations and assumptions  concerning  future events,  which are subject to a
number of risks and  uncertainties  that could  cause  actual  results to differ
materially from those anticipated.



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

GMAC is exposed to market risk from changes in interest rates,  foreign currency
exchange rates and certain equity security  prices.  In order to manage the risk
arising from these exposures, GMAC enters into a variety of foreign currency and
interest rate contracts and options.

A  discussion  of GMAC's  accounting  policies  for  derivative  instruments  is
included  in  Note  1 to  the  consolidated  financial  statements  and  further
disclosure  is  provided  in  Notes 8, 13 and 14 to the  consolidated  financial
statements.

GMAC maintains risk management control systems to monitor interest rate, foreign
currency  exchange  rate and equity  price  risks and related  hedge  positions.
Positions  are  monitored  using a variety of  analytical  techniques  including
market  value,  sensitivity  analysis and  value-at-risk  models.  The following
analyses  are based on  sensitivity  analysis  tests that assume  instantaneous,
parallel shifts in exchange rates, interest rate yield curves and equity prices.
For options and instruments with non-linear  returns,  models appropriate to the
instrument are utilized to determine the impact of sensitivity shifts.

Interest Rate Risk
GMAC is subject to market risk from exposure to changes in interest  rates based
on its financing,  investing and cash  management  activities.  GMAC enters into
various  financial  instrument  transactions  to maintain  the desired  level of
exposure  to the risk of interest  rate  fluctuations  and to minimize  interest
expense. More specifically,  GMAC and its affiliates have entered into contracts
to provide  automotive  financing,  to retain mortgage  servicing  rights and to
retain various assets related to mortgage  securitization.  Automotive financing
activities are primarily funded by debt obligations.  These debt obligations are
frequently  hedged to manage  exposure to  fluctuations  in interest  rate risk.
Certain  exchange traded future and option  contracts and interest rate caps and
floors,  along with various other investments,  have been entered into to manage
the  interest  rate risk  related to mortgage  activities  and manage  potential
prepayment activity associated with mortgage servicing rights.

GMACMG  manages  prepayment  risk  associated  with  its  capitalized   mortgage
servicing rights with interest rate caps and floors, futures, options on futures
contracts,  interest rate swaps,  swaptions and forwards.  Since the  derivative
instruments do not have  identical  characteristics  to the underlying  mortgage
servicing  rights,  GMAC is exposed to basis risk.  GMACMG  mitigates  this risk
through a historical  review of value changes in various interest rate scenarios
when establishing and maintaining its hedge program. GMACMG manages the interest
rate risk associated with its mortgage loans held for sale with option contracts
on U.S.  Treasury  instruments  and  mortgage-backed  securities.  Additionally,
GMACMG uses options and futures contracts on U.S. Treasury instruments and euros
as well as  interest  rate swap  agreements  to manage  the  interest  rate risk
associated with its mortgage-related securities.

The net fair value  liability  of all  financial  instruments  held for purposes
other than trading with exposure to interest rate risk was  approximately  $14.7
billion and $19.5  billion at  December  31,  2000 and 1999,  respectively.  The
potential  loss in fair value  resulting  from a  hypothetical  10%  increase in
interest rates would have been approximately  $655.1 million for 2000 and $408.9
million for 1999. The net fair value asset of all financial instruments held for
trading  purposes  with exposure to interest  rate risk was  approximately  $3.2
billion  and $2.7  billion at  December  31,  2000 and 1999,  respectively.  The
potential  loss in fair value  resulting  from a  hypothetical  10%  decrease in
interest  rates would have been  approximately  $216.5 million and $68.5 million
for 2000 and 1999, respectively.



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (continued)

Interest Rate Risk (concluded)
There are certain  shortcomings  inherent to the sensitivity analyses presented.
The model assumes  interest rate changes are  instantaneous,  parallel shifts in
the yield  curve.  In reality,  changes are rarely  instantaneous  or  parallel.
Although  certain assets and liabilities may have similar  maturities or periods
to repricing,  they may not react  correspondingly to changes in market interest
rates.  Also, the interest rates on certain types of assets and  liabilities may
fluctuate with changes in market interest  rates,  while interest rates on other
types of assets may lag behind changes in market rates.  Finance receivables are
less susceptible to prepayments when interest rates change, while prepayments on
many mortgage-related  instruments are directly affected by a change in interest
rates.  As such,  GMAC's model does not address  prepayment  risk for automotive
related   finance   receivables,   but  does   consider   prepayment   risk  for
mortgage-related instruments that are highly sensitive to prepayment risk.

However, in the event of a change in interest rates, actual loan prepayments may
deviate  significantly  from  assumptions  used in the model.  Further,  certain
assets,  such as  adjustable  rate  loans,  have  features,  such as annual  and
lifetime  caps,  that restrict  changing the interest rates both on a short-term
basis and over the life of the asset.  Finally, the ability of certain borrowers
to make scheduled  payments on their  adjustable  rate loans may decrease in the
event of an interest rate increase.

Foreign Currency Exchange Rate Risk
GMAC is exposed to foreign  currency  risk  arising  from the  possibility  that
fluctuations in foreign exchange rates will impact future earnings or assets and
liability  values  from  normal  operations  in foreign  countries  and  various
financial  instruments that are denominated in foreign  currencies.  GMAC's most
significant  foreign currency  exposures  relate to the Canadian  dollar,  euro,
United Kingdom pound sterling and Australian dollar. As of December 31, 2000 and
1999, the net fair value  liability of financial  instruments  held for purposes
other than trading with exposure to foreign currency risk was approximately $7.6
billion and $7.6 billion,  respectively.  The  potential  loss in fair value for
such financial  instruments  from a hypothetical  10% increase in quoted foreign
currency exchange rates would have been approximately  $763.4 million and $755.6
million at December 31, 2000 and 1999, respectively. As of December 31, 2000 and
1999 the net fair value  asset of all  financial  instruments  held for  trading
purposes  with  exposure to currency  risk was  approximately  $79.9 million and
$37.1 million,  respectively.  The potential loss in fair value resulting from a
hypothetical 10% increase in quoted foreign  currency  exchange rates would have
been   approximately   $8.0   million  and  $3.7  million  for  2000  and  1999,
respectively.

The model  assumes an  instantaneous,  parallel  shift in the  foreign  currency
exchange rates. Exchange rates rarely move in the same direction. The assumption
that exchange rates change in an instantaneous or parallel fashion may overstate
the impact of changing exchange rates on assets and liabilities denominated in a
foreign currency.

Equity Price Risk
GMAC holds  investments in various available for sale equity securities that are
subject to price risk. The fair value of such investments was approximately $1.0
billion  and $1.3  billion at  December  31,  2000 and 1999,  respectively.  The
potential loss in the fair value of these  investments,  assuming a 10% decrease
in underlying equity prices,  would have been  approximately  $103.5 million and
$126.1 million at December 31, 2000 and 1999, respectively

Overall Limitations and Forward-Looking Statements
Operating leases are not required to be included in the sensitivity analysis and
as a result,  have not been presented as part of this analysis.  This limitation
is significant to the analysis  presented.  While the sensitivity  analysis will
show a fair market value change for the debt which funds GMAC's  operating lease
portfolio,  a corresponding  change for GMAC's operating lease portfolio,  which
has a book value of $29.3  billion and $30.2  billion at  December  31, 2000 and
1999,  respectively,  was not considered by the model. As a result,  the overall
impact to the fair  market  value of  financial  instruments  from  hypothetical
changes in interest and foreign currency exchange rates may be overstated.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (concluded)

Overall Limitations and Forward-Looking Statements (concluded)
The Company has developed the fair value  estimates by  utilization of available
market  information  or  other  appropriate  valuation  methodologies.  However,
considerable  judgment  is  required  in  interpreting  market  data to  develop
estimates of fair value, so the estimates are not necessarily  indicative of the
amounts  that could be realized or would be paid in a current  market  exchange.
The effect of using different market assumptions and/or estimation methodologies
may be material to the estimated  fair market value  amounts.  In addition,  the
above  discussion  and the  estimated  amounts  generated  from the  sensitivity
analyses  referred to above  include  forward-looking  statements of market risk
which assume for analytical purposes that certain adverse market  considerations
may occur.  Actual  future market  conditions  may differ  materially  from such
assumptions because the amounts noted previously are the result of analyses used
for  the  purpose  of  assessing  possible  risks  and the  mitigation  thereof.
Accordingly, the forward-looking statements should not be considered projections
by GMAC of future events or losses.



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


MANAGEMENT'S RESPONSIBILITIES FOR CONSOLIDATED FINANCIAL STATEMENTS

The following  consolidated  financial  statements of General Motors  Acceptance
Corporation and subsidiaries  were prepared by management,  which is responsible
for their  integrity  and  objectivity.  The  statements  have been  prepared in
conformity with accounting principles generally accepted in the United States of
America and, as such, include amounts based on judgments of management.

Management is further  responsible for maintaining  internal control designed to
provide reasonable assurance that the books and records reflect the transactions
of the  companies and that  established  policies and  procedures  are carefully
followed.  Perhaps the most important  feature of internal control is that it is
continually  reviewed for effectiveness and is augmented by written policies and
guidelines,  the careful  selection  and training of qualified  personnel  and a
strong program of internal audit.

Deloitte & Touche LLP, an  independent  auditing  firm,  is engaged to audit the
consolidated  financial statements of General Motors Acceptance  Corporation and
subsidiaries and issue reports  thereon.  The audits are conducted in accordance
with auditing standards  generally accepted in the United States of America that
comprehend the  consideration  of internal  control and tests of transactions to
the extent necessary to form an independent opinion on the financial  statements
prepared by management.  The  Independent  Auditors'  Report appears on the next
page.

The Board of  Directors,  through  the Audit  Committee  (the  "Committee"),  is
responsible for ensuring that management  fulfills its  responsibilities  in the
preparation of the consolidated financial statements.  The Committee selects the
independent auditors annually.  In addition,  the Committee reviews the scope of
the audits and the accounting  principles being applied in financial  reporting.
The  independent  auditors,  representatives  of  management  and  the  internal
auditors meet  regularly  (separately  and jointly) with the Committee to review
the  activities  of each,  to  ensure  that  each is  properly  discharging  its
responsibilities,  and to assess the  effectiveness of internal  control.  It is
management's  conclusion  that  internal  control at December 31, 2000  provides
reasonable  assurance that the books and records reflect the transactions of the
companies and that  established  policies and  procedures  are complied with. To
ensure complete independence,  Deloitte & Touche LLP has full and free access to
meet with the Committee,  without management representatives present, to discuss
the results of the audits,  the adequacy of internal  control and the quality of
the financial reporting.



s\  JOHN D. FINNEGAN                         s\  WILLIAM F. MUIR
- -------------------------------------        ----------------------------
John D. Finnegan                             William F. Muir
President and Chief Executive Officer        Executive Vice President and
                                             Principal  Financial Officer



INDEPENDENT AUDITORS' REPORT


General Motors Acceptance Corporation:

We have audited the  accompanying  Consolidated  Balance Sheet of General Motors
Acceptance Corporation and subsidiaries as of December 31, 2000 and 1999 and the
related Consolidated  Statement of Income,  Consolidated Statement of Changes in
Stockholder's  Equity and  Consolidated  Statement of Cash Flows for each of the
three years in the period ended December 31, 2000.  These  financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management  as well as  evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material   respects,   the  financial  position  of  General  Motors  Acceptance
Corporation  and  subsidiaries at December 31, 2000 and 1999, and the results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2000 in  conformity  with  accounting  principles  generally
accepted in the United States of America.


s\ DELOITTE & TOUCHE LLP
- ------------------------
   DELOITTE & TOUCHE LLP

Detroit, Michigan

January 17, 2001





                      GENERAL MOTORS ACCEPTANCE CORPORATION
                           CONSOLIDATED BALANCE SHEET


                                                                                   December 31,
                                                                              -------------------------
                                                                                   2000          1999
                                                                              -----------   ----------
                                                                              (in millions of dollars)
Assets
                                                                                      
Cash and cash equivalents                                                      $  1,147.8   $    704.3
Investments in securities (Note 5)                                                9,485.0      8,984.7
Finance receivables, net (Notes 2 and 3)                                         93,024.8     81,288.9
Investment in operating leases, net (Note 4)                                     29,311.1     30,242.4
Notes receivable from General Motors Corporation (Note 11)                        5,434.0      4,025.0
Real estate mortgages - held for sale                                             5,758.5      5,678.4
                      - held for investment                                       1,895.1      1,497.4
                      - lending receivables                                       2,960.0      1,800.6
Factored receivables                                                              2,291.1        764.9
Due and deferred from receivable sales, net (Note 3)                              1,097.2        742.2
Mortgage servicing rights, net (Note 13)                                          3,984.5      3,421.8
Other (Notes 6 and 11)                                                           12,021.0      9,638.6
                                                                               ----------   ----------
Total Assets                                                                   $168,410.1   $148,789.2
                                                                               ==========   ==========


Liabilities and Stockholder's Equity

Liabilities
General Motors Corporation and affiliated companies, net (Note 11)             $    199.4   $    216.0
Interest                                                                          1,765.9      1,550.8
Insurance losses and loss reserves (Note 12)                                      1,718.7      1,861.9
Unearned insurance premiums                                                       2,151.1      1,949.5
Deferred income taxes (Note 9)                                                    3,574.3      3,496.7
United States and foreign income and other taxes payable (Note 9)                   805.5        521.9
Other postretirement benefits (Note 10)                                             744.3        704.3
Other                                                                            10,038.6      6,207.5
Debt (Note 8)                                                                   133,372.2    121,158.2
                                                                               ----------   ----------
   Total liabilities                                                            154,370.0    137,666.8
                                                                               ----------   ----------

Commitments and contingencies (Notes 4, 14 and 16)

Stockholder's Equity
Common stock, $.10 par value (authorized 10,000 shares, outstanding
 10 shares) and paid-in capital                                                   5,127.9      2,200.0
Retained earnings                                                                 9,028.5      8,803.9

Net unrealized gains on securities (Note 5)                                         231.7        356.8
Unrealized accumulated foreign currency translation adjustment                     (348.0       (238.3)
                                                                               ----------   ----------
   Accumulated other comprehensive income                                          (116.3        118.5
                                                                               ----------   ----------
   Total stockholder's equity                                                    14,040.1     11,122.4
                                                                               ----------   ----------

Total Liabilities and Stockholder's Equity                                     $168,410.1   $148,789.2
                                                                               ==========   ==========


Reference should be made to the Notes to Consolidated Financial Statements.







                      GENERAL MOTORS ACCEPTANCE CORPORATION
                        CONSOLIDATED STATEMENT OF INCOME


                                                                             For The Years Ended December 31,
                                                                           -------------------------------------
                                                                                2000        1999        1998
                                                                           -----------   ---------   ----------
                                                                                 (in millions of dollars)
Financing Revenue
                                                                                          
Retail and lease financing (Note 2)                                         $ 4,773.8    $ 4,303.0    $ 3,868.8
Operating leases (Note 4)                                                     7,906.7      7,429.2      7,233.0
Wholesale, commercial, and other loans (Note 2)                               2,812.9      2,045.7      1,628.9
                                                                           -----------   ----------   ----------
   Total financing revenue                                                   15,493.4     13,777.9     12,730.7
Interest and discount (Note 8)                                               (8,294.7)    (6,526.2)    (5,786.9)
Depreciation on operating leases (Note 4)                                    (5,166.2)    (4,891.7)    (4,692.4)
                                                                           -----------   ----------   ----------
   Net financing revenue                                                      2,032.5      2,360.0      2,251.4
Insurance premiums earned (Note 12)                                           1,883.8      1,793.9      1,858.4
Mortgage revenue (Note 13)                                                    3,907.2      2,982.3      2,029.9
Other income (Notes 3 and 11)                                                 2,376.7      1,663.9      1,294.9
                                                                           -----------   ----------   ----------
   Net financing revenue and other                                           10,200.2      8,800.1      7,434.6
                                                                           -----------   ----------   ----------

Expenses
Salaries and benefits                                                         1,865.9      1,591.9      1,231.0
Amortization of intangibles                                                     660.7        516.9        381.9
Other operating expenses                                                      3,072.5      2,410.1      1,952.2
Insurance losses and loss adjustment expenses (Note 12)                       1,493.1      1,389.9      1,469.4
Provision for credit losses (Note 2)                                            551.6        403.8        463.1
                                                                           -----------   ----------   ----------
   Total expenses                                                             7,643.8      6,312.6      5,497.6
                                                                           -----------   ----------   ----------

Income before income taxes                                                    2,556.4      2,487.5      1,937.0
United States, foreign and other income taxes (Note 9)                          954.3        960.2        611.7
                                                                           -----------   ----------   ----------
Net Income                                                                  $ 1,602.1    $ 1,527.3    $ 1,325.3
                                                                           ===========   ==========   ==========

Reference should be made to the Notes to Consolidated Financial Statements.









                                                                                GENERAL MOTORS ACCEPTANCE CORPORATION
                                                                     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY


                                                                             For the Year Ended December 31, 2000
                                                            ------------------------------------------------------------------------
                                                                                                          Accumulated      Common
                                                               Total                                         Other        Stock and
                                                            Stockholder's    Comprehensive   Retained    Comprehensive     Paid-in
(in millions of dollars)                                       Equity          Income        Earnings       Income         Capital
                                                            ------------------------------------------------------------------------

                                                                                                              
Beginning balance                                               $  11,122.4                  $ 8,803.9   $    118.5       $  2,200.0

Comprehensive income
 Net income                                                         1,602.1    $  1,602.1      1,602.1
 Other comprehensive income, net of tax:
  Foreign currency translation
   Adjustments (net of tax of $57.6)                                 (109.7)       (109.7)
  Unrealized gains on securities, net of
   Reclassification adjustment (see disclosure)                      (125.1)       (125.1)
                                                                               ----------
 Other comprehensive income                                                        (234.8)                   (234.8)
                                                                               ----------
Comprehensive income                                                           $  1,367.3
                                                                               ==========
Common stock and paid-in capital                                    2,927.9                                                  2,927.9
Dividends paid                                                     (1,377.5)                  (1,377.5)
                                                                -----------                  ---------------------------------------
Ending balance                                                  $  14,040.1                  $ 9,028.5   $   (116.3)       $ 5,127.9
                                                                ===========                  =======================================


Disclosure of reclassification amount
Unrealized holding gains arising during
 Period (net of tax of $9.7)                                                   $    (18.5)
Less: reclassification adjustment for gains
 Included in net income (net of tax of $57.4)                                      (106.6)
                                                                               -----------
Net change in unrealized gains on securities                                   $  ( 125.1)
                                                                               ===========




                                                                               For the Year Ended December 31, 1999
                                                              ----------------------------------------------------------------------
                                                                                                           Accumulated      Common
                                                                 Total                                        Other        Stock and
                                                              Stockholder's   Comprehensive    Retained    Comprehensive    Paid-in
(in millions of dollars)                                         Equity           Income       Earnings       Income        Capital
                                                              ----------------------------------------------------------------------

Beginning balance                                               $   9,791.6                   $7,351.6    $   240.0         $2,200.0

Comprehensive income
 Net income                                                         1,527.3    $  1,527.3      1,527.3
 Other comprehensive income, net of tax:
  Foreign currency translation
   Adjustments (net of tax of $36.2)                                  (96.8)        (96.8)
  Unrealized gains on securities, net of
   Reclassification adjustment (see disclosure)                       (24.7)        (24.7)
                                                                               ----------
 Other comprehensive income                                                        (121.5)                   (121.5)
                                                                               ----------
Comprehensive income                                                           $  1,405.8
                                                                               ==========
Dividends paid                                                        (75.0)                     (75.0)
                                                              -------------                   --------------------------------------
Ending balance                                                  $  11,122.4                   $8,803.9    $    118.5        $2,200.0
                                                              =============                   ======================================


Disclosure of reclassification amount
Unrealized holding gains arising during
 Period (net of tax of $46.6)                                                  $     82.7
Less: reclassification adjustment for gains
 Included in net income (net of tax of $58.2)                                      (107.4)
                                                                               ----------
Net change in unrealized gains on securities                                   $   ( 24.7)
                                                                               ==========

Reference should be made to the Notes to Consolidated Financial Statements.








                                                                        GENERAL MOTORS ACCEPTANCE CORPORATION
                                                          CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (concluded)


                                                                                  For the Year Ended December 31, 1998
                                                          --------------------------------------------------------------------------
                                                                                                         Accumulated        Common
                                                               Total                                        Other          Stock and
                                                          Stockholder's    Comprehensive      Retained   Comprehensive      Paid-in
(in millions of dollars)                                       Equity          Income         Earnings        Income        Capital
                                                          --------------------------------------------------------------------------

                                                                                                                
Beginning balance                                         $    8,756.1                       $ 6,326.3      $     229.8     $2,200.0

Comprehensive income
 Net income                                                    1,325.3     $    1,325.3        1,325.3
 Other comprehensive income, net of tax:
  Foreign currency translation
   Adjustments (net of tax of $2.2)                               (2.8)            (2.8)
  Unrealized gains on securities, net of
   Reclassification adjustment (see disclosure)                   13.0             13.0
                                                                           -------------
 Other comprehensive income                                                        10.2                           10.2
                                                                           -------------
Comprehensive income                                                       $    1,335.5
                                                                           =============
Dividends paid                                                  (300.0)                         (300.0)
                                                          -------------                      ---------------------------------------
Ending balance                                            $    9,791.6                         7,351.6      $    240.0      $2,200.0
                                                          =============                      =======================================


Disclosure of reclassification amount
Unrealized holding gains arising during
 Period (net of tax of $62.9)                                              $      120.8
Less: reclassification adjustment for gains
 Included in net income (net of tax of $58.1)                                    (107.8)
                                                                               ---------
Net change in unrealized gains on securities                               $       13.0
                                                                           ============


     Reference should be made to the Notes to Consolidated Financial Statements.






                                                   GENERAL MOTORS ACCEPTANCE CORPORATION
                                                   CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                                      For the Years Ended December 31,
                                                                             --------------------------------------------------
                                                                                 2000              1999             1998
                                                                             --------------     ------------     ---==---------
                                                                                           (in millions of dollars)
Cash Flows From Operating Activities
                                                                                                           
Net income                                                                    $  1,602.1          $  1,527.3        $   1,325.3
Depreciation and amortization                                                    6,011.1             5,025.4            4,782.0
Provision for credit losses                                                        551.6               403.8              463.1
Gains on sales of finance receivables                                              (13.0)              (64.2)             (31.0)
Gains on sales of available-for-sale investment securities                        (167.6)             (165.6)            (169.7)
Mortgage loans      - originations/purchases                                   (51,202.0)          (53,006.3)         (54,432.5)
                              - proceeds on sale                                51,443.5            55,776.8           51,582.3
Mortgage-related securities held for trading                                                        (1,309.2)
                                                - acquisitions                  (1,570.7)                              (2,237.1)
                                                - liquidations                     994.1             1,544.5              848.9
Changes in the following items:
  Due to General Motors Corporation and affiliated companies                        62.6              (687.2)             223.0
  Taxes payable and deferred                                                       531.2               574.0              518.1
  Interest payable                                                                 227.8               282.7              166.4
  Other assets                                                                    (741.5)              225.3             (253.9)
  Other liabilities                                                              2,344.4              (307.6)             815.5
Other                                                                               15.9               371.0              349.0
                                                                           ----------------------------------------------------
  Net cash provided by operating activities                                     10,089.5            10,190.7            3,949.4
                                                                           ----------------------------------------------------

Cash Flows From Investing Activities
Finance receivables                 - acquisitions                            (214,665.7)         (185,794.7)        (155,213.9)
                                                 - liquidations                143,242.3           129,720.0          114,420.7
Notes receivable from General Motors Corporation                                (1,495.0)           (1,669.6)          (1,768.7)
Operating leases                      - acquisitions                           (15,174.6)          (16,750.1)         (17,128.3)
                                                 - liquidations                 10,589.8            10,065.3           10,388.8
Investments in available for sale securities:
                                                 - acquisitions                (22,677.9)          (20,707.6)         (20,526.1)
                                                 - maturities                   19,280.6            17,564.9           17,682.5
                                                 - proceeds from sales           3,541.4             2,927.0            3,636.3
Investments in held to maturity securities - acquisitions                          (42.0)             (166.7)              --
Mortgage servicing rights          - acquisitions                               (1,095.9)           (1,424.3)          (1,861.8)
                                                 - liquidations                     11.7                35.1               80.0
Proceeds from sales of receivables      - wholesale                             54,652.4            43,658.1           26,165.1
                                                             - retail            3,716.7             4,520.2            1,515.6
Net increase in short-term factored receivables                                     81.2               (32.0)              --
Due and deferred from receivable sales                                            (385.3)             (298.0)             609.6
Acquisitions of subsidiaries, net of cash acquired                              (2,076.6)           (2,402.0)            (173.4)
Other                                                                           (2,021.1)             (624.5)            (851.0)
                                                                           ----------------------------------------------------
  Net cash used in investing activities                                        (24,518.0)          (21,378.9)         (23,024.6)
                                                                           ----------------------------------------------------

Cash Flows From Financing Activities
Proceeds from issuance of long-term debt                                        22,414.4            26,471.1           21,097.8
Principal payments on long-term debt                                           (16,196.3)          (13,078.2)         (11,376.5)
Change in short-term debt, net                                                   7,588.5            (2,043.7)           9,510.4
Capital contributions from GM                                                    2,448.8                --                 --
Dividends paid                                                                  (1,377.4)              (75.0)            (300.0)
                                                                           ----------------------------------------------------
  Net cash provided by financing activities                                     14,878.0            11,274.2           18,931.7
                                                                           ----------------------------------------------------

Effect of exchange rate changes on cash and cash equivalents                        (6.0)                0.2                2.4
                                                                           ----------------------------------------------------

Net increase/(decrease) in cash and cash equivalents                               443.5                86.2             (141.1)
Cash and cash equivalents at the beginning of the year                             704.3               618.1              759.2
                                                                           ----------------------------------------------------
Cash and cash equivalents at the end of the year                              $  1,147.8           $   704.3        $     618.1
                                                                           ====================================================

Non-Cash Financing Activity
   Capital contribution of property from GM (Note 11)                         $    479.1           $    --          $      --

Supplementary Cash Flows Information
  Interest paid                                                               $  7,960.5           $ 6,122.1        $   5,528.6
  Income taxes paid                                                                469.5               207.3              113.5
Reference should be made to the Notes to Consolidated Financial Statements.





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


Supplementary Cash Flows Information (concluded)

During  2000,  1999  and  1998,   assets  acquired,   liabilities   assumed  and
consideration paid for the acquisitions of businesses were as follows:



                                                2000               1999                 1998
                                               -----------      -------------       -----------
                                                                            
    Fair value of assets acquired              $  3,318.3        $   6,981.4         $   211.9
    Cash acquired                                    (8.2)             (44.8)             --
    Liabilities assumed                          (1,233.5)          (4,534.6)            (38.5)
                                               -----------      -------------       -----------
      Net cash paid for acquisitions           $  2,076.6        $   2,402.0         $   173.4
                                               ===========      =============       ===========




Reference should be made to the Notes to Consolidated Financial Statements.




                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations
General Motors Acceptance  Corporation (the "Company" or "GMAC"), a wholly-owned
subsidiary  of  General  Motors  Corporation  ("General  Motors"  or "GM"),  was
incorporated in 1997 under Delaware General Corporation Law. On January 1, 1998,
the Company merged with its  predecessor,  which was originally  incorporated in
New York in 1919.

The Company is a  financial  services  organization  that  principally  provides
consumer and dealer vehicle financing.  GMAC also provides commercial  financing
to the apparel, textile,  automotive supplier and numerous other industries. The
principal markets for the Company's  automotive  financial products and services
are North America, Europe, Latin America and Asia-Pacific. The principal markets
for the commercial  financing products are North America and Europe. The Company
conducts insurance operations primarily in the United States, Canada and Europe.
In addition,  the Company's mortgage banking subsidiaries operate principally in
the U.S.  and during 1999 and 1998,  expanded  into  Mexico,  Japan,  Europe and
Canada.

Principles of Consolidation
The consolidated  financial  statements  include the accounts of the Company and
its domestic and foreign subsidiaries. All significant intercompany balances and
transactions are eliminated in consolidation.

Certain  prior period  amounts have been  reclassified  to conform with the 2000
presentation.

Segment Reporting
GMAC's  reportable  operating  segments  include GMAC North  American  Financing
Operations  ("GMAC-NAO"),  GMAC International  Financing Operations ("GMAC-IO"),
Insurance  Operations  ("GMACI") and Mortgage  Operations  ("GMACMG").  GMAC-NAO
consists of automotive  financing in the United States and Canada as well as the
commercial  financing operations and GMAC-IO consists of automotive financing in
all other  countries and Puerto Rico.  GMAC-NAO and GMAC-IO offer a wide variety
of  automotive  financial  services to and  through  franchised  General  Motors
dealers in many  countries  throughout  the world.  Additionally,  GMAC-NAO  and
GMAC-IO offer  financial  services to other  automobile  dealerships  and to the
customers of those  dealerships.  GMAC-NAO also offers commercial  financing and
factoring services to companies in various industries.  The Company operates its
international  automotive financing services in a similar manner as in the U.S.,
subject  to local  laws or other  circumstances  that may cause it to modify its
procedures accordingly.

The  accounting  policies  of the  operating  segments  are the  same  as  those
described in this summary of significant  accounting policies,  and also include
those listed in Note 12 (Insurance  Operations) and Note 13 (Mortgage  Banking).
Revenues are attributed to geographic  areas based on the location of the assets
producing the revenues.

Cash Equivalents
Cash  equivalents  are defined as  short-term,  highly liquid  investments  with
original maturities of 90 days or less.

Investments in Securities
The  Company's  portfolio  of  securities  includes  bonds,  equity  securities,
mortgage-backed  securities,  notes,  interests in trusts and other investments.
Investments  in  securities  are  classified  as held to maturity,  trading,  or
available for sale.  Held to maturity  investments  are debt securities that the
Company  has  the  positive  intent  and  ability  to hold  to  maturity.  These
investments  are carried at  amortized  cost unless a decline in value is deemed
other than temporary,  in which case the carrying value is reduced.  The Company
determines cost on the specific identification basis.

Mortgage-backed  securities held for sale in conjunction  with mortgage  banking
activities are  classified as trading  securities and are carried at fair value.
For  mortgage-related  trading  securities,  unrealized  gains  and  losses  are
included in income. The fair value of the mortgage-related trading securities is
based on estimated market value.



                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  SIGNIFICANT ACCOUNTING POLICIES (continued)

Investments in Securities (concluded)
Investments  in securities  not  categorized  as trading or held to maturity are
classified as available for sale  securities and are carried at fair value.  For
available for sale investments,  the aggregate excess of market value over cost,
net of  related  income  taxes,  is  included  within a  separate  component  of
stockholder's equity. The Company determines cost on the specific identification
basis. The fair value of the investments, except for the interests in trusts, is
based on quoted  market  prices.  The fair value of the  interests  in trusts is
based on estimated market value.

Revenue Recognition
Financing  revenue  is  recorded  over the  terms of the  receivables  using the
interest method.  Certain loan  origination  costs are deferred and amortized to
financing  revenue over the life of the related loans using the interest method.
Recognition  of non-retail  finance  revenue is generally  suspended when a loan
becomes  contractually  delinquent  for 90 days.  Recognition  of retail finance
revenue is generally suspended when a loan becomes contractually  delinquent for
120  days.  Finance  revenue  recognition  is  resumed  when  the  loan  becomes
contractually current, at which time all past due finance revenue is recognized.

Income from operating lease assets is recognized on a  straight-line  basis over
the scheduled lease term. Certain operating lease origination costs are deferred
and amortized to financing revenue over the life of the related operating leases
using the straight-line method.

Investments in Operating Leases, Net
The Company has  significant  investments in the residual  values of its leasing
portfolios.  The  residual  values  represent  an  estimate of the values of the
assets at the end of the lease  contracts  and are initially  recorded  based on
appraisals and estimates. Realization of the residual values is dependent on the
Company's  future  ability to market the vehicles under then  prevailing  market
conditions.  Management  reviews residual values  periodically to determine that
recorded  amounts are  appropriate  and the operating lease assets have not been
impaired.

Allowance for Credit Losses
An allowance  for credit  losses is generally  established  during the period in
which  receivables are acquired and is maintained at a level deemed  appropriate
by management based on historical and other factors that affect  collectibility.
Losses  arising  from the sale of  repossessed  collateral  are  charged  to the
allowance for credit losses. Where repossession has not taken place, receivables
are  charged  off as soon as it is  determined  that the  collateral  cannot  be
repossessed, generally not more than 150 days after default.

Repossessed Property and Impaired Loans
Losses arising from the repossession of collateral  supporting impaired accounts
and  property   supporting   defaulted  operating  leases  are  recognized  upon
repossession. Repossessed assets are recorded at the lower of historical cost or
fair value and are reclassified from finance  receivables or operating leases to
other assets with the related adjustments to the valuation allowance included in
other operating expenses.

Non-retail  finance  receivables  are reduced to the lower of historical cost or
the estimated fair value of collateral when determined to be impaired. A loan is
considered  impaired  when it is  determined  that the Company will be unable to
collect all amounts due according to the original  terms of the loan  agreement.
The Company's  policy is to recognize  interest income related to impaired loans
on a cash basis.

Sales of Receivables
The Company sells retail and wholesale  receivables through consolidated special
purpose  subsidiaries which absorb all losses related to sold receivables to the
extent of their subordinated  investments and certain segregated restricted cash
reserves.  Appropriate  limited  recourse loss  allowances  associated with sold
receivables  are  transferred  from the  allowance  for  credit  losses  and are
included in due and deferred from receivable  sales,  net. The Company continues
to service  these  receivables  for a fee,  which is  considered  to be adequate
compensation,  and earns other related ongoing income.  Normal servicing fees on
sold  receivables are recognized  over the estimated  remaining life of the sold
receivables.



                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  SIGNIFICANT ACCOUNTING POLICIES (continued)

Sales of Receivables (concluded)
Pre-tax gains on sold  receivables are recorded in other income.  In determining
the gain or loss for each qualifying sale of retail receivables,  the investment
in the sold  receivable  pool is  allocated  between  the  portion  sold and the
portion  retained  based on their  relative fair values on the date of sale. The
receivables  sold are removed  from  finance  receivables  and the  subordinated
securities retained by the Company are included in investments in securities and
are classified as available for sale.

Interest-only  strip  receivables  are  recorded at  estimated  fair value.  The
difference between market value and cost for interest-only  strip receivables is
recorded within comprehensive income, net of related income taxes.

Depreciation
The Company and its subsidiaries  provide for depreciation of vehicles and other
equipment on  operating  leases or in company use  generally on a  straight-line
basis over a period of time consistent with the term of the underlying operating
lease  agreement or the  estimated  useful life for property in company use. The
provision for  depreciation is adjusted for the difference  between the net book
value and the proceeds of sale or salvage on disposal of the assets. The Company
evaluates its depreciation policy for leased vehicles on a regular basis.

Mortgages Held for Sale
The Company classifies  mortgage loans in this category as having the intent and
ability  to sell  to  investors.  These  loans  are  periodically  monitored  to
determine if they are unsaleable,  so that any necessary loss reserves,  as well
as transfers to the held for investment category, are made.

Mortgages Held for Investment
Mortgage loans held for investment  include  construction  loans and loans which
were  originated  for sale but have been deemed  unsaleable as a result of their
delinquency   status  or  lack  of  documentation   necessary  to  satisfy  sale
requirements.  If the loans become saleable,  they are transferred back into the
Held for Sale  category.  The remainder of loans in this category is home equity
conversion mortgages and non-performing  loans purchased at discount,  which the
Company has  determined  not to be saleable.  Reserves are  maintained  on these
loans in accordance with established policies.

Mortgages Lending Receivables
Mortgage lending  receivables include primarily warehouse or construction loans.
Warehouse  lending involves the extension of  collateralized  lines of credit to
mortgage  originators to finance loans until a permanent  investor purchases the
loans.  Warehouse  lending also involves certain longer term lending to mortgage
companies   primarily   collateralized  by  pledged  servicing   portfolios  and
interest-only  and  residual  securities.   Construction  lending  involves  the
extension of  collateralized  lines of credit to  construction  lending  project
managers and national and regional residential home builders.

Intangible Assets
Intangible  assets,  principally  the  excess  of cost  over the  fair  value of
identifiable  net  assets  of  purchased  businesses,  are  amortized  using the
straight-line method over periods ranging from 5 to 40 years. Goodwill in excess
of associated  expected operating cash flows is considered to be impaired and is
written down to fair value.  The existence of  impairment is evaluated  based on
undiscounted  future  cash  flows.   Intangible  assets  also  include  mortgage
servicing rights which are described more fully in Note 13 (Mortgage Banking).

Software Costs
Other assets include certain software costs capitalized in accordance with AICPA
Statement of Position (SOP) 98-1,  Accounting for the Costs of Computer Software
Developed or Obtained for Internal  Use. The  capitalized  software is generally
amortized  on a  straight-line  basis over its  useful  life for a period not to
exceed  three  years.  Capitalized  software  that is not  expected  to  provide
substantive  service potential or for which the costs of developing the software
significantly  exceed the amount originally  expected is considered impaired and
is written down to fair value.




                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation
All assets and  liabilities of foreign  subsidiaries  are  translated  into U.S.
dollars at year-end  exchange rates.  Income and expense items are translated at
average  exchange rates  prevailing  during the year. The resulting  translation
adjustments are recorded as a component of stockholder's equity.

Income Taxes
The Company and its domestic  subsidiaries  join with General Motors in filing a
consolidated  United  States  federal  income  tax  return.  The  portion of the
consolidated  tax recorded by the Company and its  subsidiaries  included in the
consolidated tax return generally is equivalent to the liability that would have
been  incurred on a separate  return  basis and are settled as GM's tax payments
are due.

Derivative Financial Instruments
The   Company   is  a   party   to   derivative   financial   instruments   with
off-balance-sheet  risk that it uses in the normal  course of business to reduce
its exposure to fluctuations in interest and foreign currency rates. The Company
enters into these transactions for purposes other than trading.  These financial
exposures are managed in accordance with corporate  policy and  procedures.  The
objectives  of the  derivative  financial  instruments  portfolio  are to manage
interest rate and currency risks by: 1) offsetting a designated asset or funding
obligation;  2)  adjusting  fixed  and  floating  rate  funding  levels;  and 3)
facilitating securitization transactions.

Derivative Financial Instruments (continued)
As part  of the  approval  process,  GMAC  management  identifies  the  specific
financial risk that the derivative transaction will minimize and the appropriate
hedging  instrument to be used to reduce the risk.  If it is  determined  that a
high correlation between a specific  transaction risk and the hedging instrument
does not exist,  the transaction is generally not approved.  In those infrequent
instances in which approval is received for a hedging  transaction that does not
have a high  correlation,  the  derivative is  marked-to-market  for  accounting
purposes with related  gains and losses  recognized in other income on a current
basis.

The  primary  classes  of  derivatives  used by the  Company  in the  automotive
financing  operations  are  interest  rate  swaps,  foreign  currency  swaps and
forwards  and interest  rate  options.  Those  instruments  involve,  to varying
degrees,  elements of credit risk in the event a counterparty should default and
market risk as the  instruments  are subject to  interest  and foreign  currency
exchange  rate  fluctuations.  Credit  risk is  managed  through  the  continual
monitoring  and approval of  financially  sound  counterparties.  Market risk is
mitigated  because  the  derivatives  are  generally  used to  hedge  underlying
transactions.  Structured  interest rate swaps and certain financial  instrument
transactions  include  embedded  options  that are  either  marked-to-market  or
specifically  matched,   respectively.   Cash  receipts  or  payments  on  these
agreements normally occur at periodic contractually defined intervals.

Interest Rate Instruments
The company utilizes  various  contracts to manage interest rate risk including:
interest  rate swaps that are  contractual  agreements  between  the Company and
another  party to  exchange  the net  difference  between a fixed  and  floating
interest rate, or different floating interest rates,  periodically over the life
of the contract  without the exchange of the underlying  principal  amount.  The
Company also uses written and purchased  options  (including  interest rate caps
and  cancellation  features).  Interest rate cap  agreements  provide the holder
protection  against  interest rate movements  above the rate  established in the
contract.  In exchange for assuming this risk, the writer  receives a premium at
the outset of the agreement.



                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  SIGNIFICANT ACCOUNTING POLICIES (concluded)

Interest Rate Instruments (concluded)
The Company uses swaps to alter its fixed and floating  interest rate exposures.
As such, the majority of swaps are executed as an integral element of a specific
financing transaction.  In a limited number of cases, swaps, matched to specific
portfolios  of  wholesale  assets or debt,  are  executed  to  achieve  specific
interest rate  management  objectives.  Any amounts due or payable,  and amounts
paid or received, are offset against the related interest income or expense. The
Company accounts for interest rate swap agreements  using settlement  accounting
as they alter the  characteristics  of assets or  liabilities  to which they are
matched.  The  cash  flows  from  interest  rate  swaps  are  accounted  for  as
adjustments to interest income or expense depending on the underlying  exposure.
Gains and losses from  terminated  swaps are  deferred  and  amortized  over the
remaining  period of the original swap or the remaining  term of the  underlying
exposure,  whichever  is shorter,  as either a reduction or increase of interest
expense.  Open swap positions are reviewed  regularly to ensure that they remain
effective in managing interest rate risk.

Written options  (including  related premiums) and interest rate basis swaps are
marked-to-market on a current basis with the related gains or losses included in
other income.

Foreign Currency Instruments
Currency  swaps and  forwards  are used to hedge  foreign  exchange  exposure on
foreign  currency  denominated  debt by converting  the funding  currency to the
currency of the assets being financed.  Foreign  currency swaps and forwards are
legal  agreements  between two parties to purchase and sell a foreign  currency,
for a price specified at the contract date, with delivery and settlement at both
the  effective  date and maturity date of the  contract.  Foreign  currency swap
agreements  are  accounted  for using  settlement  accounting  as it  relates to
periodic  interest  payments.  The foreign currency gains and losses  associated
with both the  currency  swaps  and  forwards  offset  the  correlating  foreign
currency gains and losses related to the designated liabilities.

Use of Estimates
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect amounts reported  therein.  Due to the inherent  uncertainty  involved in
making  estimates,  actual results  reported in future periods may be based upon
amounts which differ from those estimates.



                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2.  FINANCE RECEIVABLES

The composition of finance receivables outstanding is summarized as follows:

                                              December 31,
                                        ---------------------------

                                            2000           1999
                                         ----------      ----------
                                          (in millions of dollars)
United States
  Retail                                 $ 40,474.9      $ 35,607.9
  Wholesale                                20,454.9        17,716.5
  Commercial                                3,970.8         2,382.7
  Leasing and lease financing                 632.9           627.3
  Other (1)                                11,712.8         8,841.4
                                         ----------      ----------
Total United States                        77,246.3        65,175.8
                                         ----------      ----------
Europe
  Retail                                    5,500.2         5,684.6
  Wholesale                                 3,552.2         3,904.9
  Commercial                                1,267.4           997.2
  Leasing and lease financing                 431.7           452.9
  Other                                       469.2           490.9
                                         ----------      ----------
Total Europe                               11,220.7        11,530.5
                                         ----------      ----------
Canada
  Retail                                    2,970.2         2,344.5
  Wholesale                                 2,438.1         2,086.8
  Commercial                                  307.1           169.5
  Leasing and lease financing                 660.2           771.6
  Other                                       218.5           170.9
                                         ----------      ----------
Total Canada                                6,594.1         5,543.3
                                         ----------      ----------
Other Countries
  Retail                                    2,393.6         2,398.9
  Wholesale                                 1,092.2         1,011.6
  Leasing and lease financing                 452.9           693.5
  Other                                       228.9           202.8
                                         ----------      ----------

Total Other Countries                       4,167.6         4,306.8
                                         ----------      ----------


Total finance receivables                  99,228.7        86,556.4
Deductions
  Unearned income                           4,872.1         4,153.1
  Allowance for credit losses               1,331.8         1,114.4
                                         ----------      ----------
Total deductions                            6,203.9         5,267.5
                                         ----------      ----------

Finance receivables, net                 $ 93,024.8      $ 81,288.9
                                         ==========      ==========


(1) Includes secured notes to a  non-consolidated  affiliated entity that leases
vehicles totaling $7,504.4 million and $5,135.5 million at December 31, 2000 and
1999, respectively.

The aggregate amount of total finance  receivables  maturing in each of the five
years following December 31, 2000, is as follows: 2001 - $53,111.8 million; 2002
- - $18,138.8 million;  2003 - $14,859.5 million;  2004- $7,296.6 million;  2005 -
$3,819.1 million; 2006 and thereafter - $2,002.9 million.







                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2.  FINANCE RECEIVABLES (concluded)

The following  table  presents an analysis of the allowance for credit losses on
finance receivables:

                                           2000          1999          1998
                                           ---------   ----------    ----------
                                                 (in millions of dollars)
Balance at beginning of the year           $ 1,114.4   $ 1,020.6     $   903.0

Provisions charged to income                   551.6       403.8         463.1

Charge-offs
 United States                                (404.6)     (318.9)       (359.7)
 Other countries                               (98.4)     (100.4)        (80.7)
                                           ----------  ----------    ----------
Total charge-offs                             (503.0)     (419.3)       (440.4)

Recoveries and other
 United States                                 178.8       152.8         111.3
 Other countries                                37.7         3.8          22.0
                                           ----------  ----------    ----------
Total recoveries and other                     216.5       156.6         133.3

Transfers to sold receivables allowance        (47.7)      (47.3)        (38.4)
                                           ----------  ----------    ----------

Balance at end of the year                 $ 1,331.8   $ 1,114.4     $ 1,020.6
                                           ==========  ==========    ==========


The  following  table  presents a summary of the  allowance for credit losses on
non-retail automotive impaired loans:

                                       2000        1999         1998
                                     ------      --------      --------
                                          (in millions of dollars)
Balance at beginning of the year     $ 59.3      $ 70.7        $ 88.5
Additions/(subtractions)               21.9         0.3         (11.0)
Net charge-offs                       (23.7)      (11.7)         (6.8)
                                     ------      --------      --------
Balance at end of the year           $ 57.5      $ 59.3        $ 70.7
                                     ======      ========      ========

The total  investments  in these  impaired  loans were $202.2 million and $197.4
million at  December  31,  2000 and 1999,  respectively.  The  average  recorded
investments  during  2000 and 1999  were  $179.9  million  and  $167.2  million,
respectively.

NOTE 3.  SALE OF FINANCE RECEIVABLES

The Company  participates in various sales of receivables  programs and has sold
retail finance receivables  through special purpose  subsidiaries with principal
aggregating $5.2 billion in 2000, $5.1 billion in 1999 and $1.6 billion in 1998.
These subsidiaries generally retain a subordinated investment of no greater than
6.25% of the total receivables pool and sell the remaining portion.  Net pre-tax
gains relating to such sales amounted to $13.7 million in 2000, $64.2 million in
1999 and $31.0 million in 1998.  The Company's  sold retail  finance  receivable
servicing  portfolio  amounted to $7.0  billion and $5.6 billion at December 31,
2000 and 1999, respectively.

The Company has sold  wholesale  receivables on a revolving  basis  resulting in
decreases  in  wholesale  outstandings  of $10.0  billion  and $8.4  billion  at
December  31,  2000 and 1999,  respectively.  The Company is  committed  to sell
eligible wholesale  receivables  arising in certain dealer accounts.  During the
years  1998,  1999 and  2000,  there  were no  gains  recorded  on the  sales of
wholesale  receivables.  In  addition,  the fair value of retained  interests in
wholesale  securitizations  is assumed to approximate cost due to the short term
nature of wholesale receivables.



                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3.  SALE OF FINANCE RECEIVABLES (continued)

When the Company sells  receivables in  securitizations  of retail and wholesale
receivables,  it retains  interest-only  strips,  all or a portion of senior and
subordinated tranches,  servicing rights and cash reserve accounts, all of which
are retained interests in the securitized  receivables.  Gain or loss on sale of
the receivables depends in part on the previous carrying amount of the financial
assets involved in the transfer.  The carrying  amount is allocated  between the
assets sold and the retained interests.

The Company generally  estimates fair value based on the present value of future
expected cash flows. The key assumptions used in present value  calculations are
prepayment  speeds and current market  interest  rates.  These  assumptions  use
management's best estimates  commensurate with the risks involved. Any excess of
the carrying  amount of the retained  interest over its fair value results in an
adjustment to the asset with a corresponding offset to shareholders'  equity. If
management  determines  that the difference  between the carrying value and fair
value of the  retained  interest  is  unrecoverable,  the asset is written  down
through earnings.

In  the   aforementioned   securitizations,   the  Company   retains   servicing
responsibilities  and  subordinated  interests.   The  Company  receives  annual
servicing  fees  approximating  2.0  percent  (for retail  receivables)  and 1.0
percent (for wholesale  receivables) of the outstanding  balance.  Additionally,
the Company receives the rights to future cash flows arising after the investors
in the securitization trust have received their contracted return. The investors
and the securitization trusts have no recourse to the Company's other assets for
failure  of  debtors  to pay when due.  The  Company's  retained  interests  are
subordinate  to  investor's  interests.  Their  value is  subject  to credit and
prepayment risks on the transferred assets.

The Company's  interest-only strip receivables,  cash deposits and other related
amounts  are  generally  restricted  assets  and  subject  to  limited  recourse
provisions.  The following is a summary of amounts  included in due and deferred
from receivable sales, net.

                                                       December 31,
                                                 -----------------------
                                                   2000          1999
                                                 ---------      --------
                                                 (in millions of dollars)
Interest-only strip receivables                  $   224.9      $ 186.4
Other restricted amounts:
  Cash deposits held for trusts                      856.4        556.0
  Other restricted amounts                            78.0         48.4
  Allowance for estimated credit losses on                        (48.6)
  sold receivables                                   (62.1)
                                                 ---------      -------
Total due and deferred from receivable sales     $ 1,097.2      $ 742.2
                                                 =========      =======

Included in other  liabilities are amounts payable to trustees of $513.2 million
and $415.2 million at December 31, 2000 and 1999, respectively.

The following  table  presents a summary of the  allowance for estimated  credit
losses on sold receivables:

                                                2000      1999        1998
                                               ------     ------    ------
                                                 (in millions of dollars)
Balance at beginning of the year               $ 48.6     $ 34.2    $ 39.7
Transfers from allowance for credit losses       47.7       47.3      38.4
Charge-offs                                     (34.2)     (32.9)    (43.9)
                                               ------     ------    ------
Balance at end of the year                     $ 62.1     $ 48.6    $ 34.2
                                               ======     ======    ======





                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3.  SALE OF FINANCE RECEIVABLES (concluded)

The following table below  summarizes  certain cash flows received from and paid
to securitization trusts:

                                                    Year ended December 31, 2000
                                                    ----------------------------
                                                      (in millions of dollars)
Servicing fees received                                         $   190.3
Other cash flows received on retained interests (2)               2,181.4
Purchases of delinquent or foreclosed assets                       (181.5)
Cash flows on pool buybacks                                        (348.2)
Servicing advances                                                  (74.9)
Repayments of servicing advances                                     66.0

(2)   This amount  represents total cash flows received from retained  interests
      by the transferor other than servicing fees.

Key economic assumptions used in measuring the retained interests at the date of
the  securitization,  for  securitizations  completed  during the year,  were as
follows:



                                                                       2000
                                                            Retail Finance Receivables
                                         ------------------------------------------------------------------
Prepayment speed                                                1.2 -   1.7%
Weighted-average life (in years) (1)                            1.4 -   1.7
Residual cash flows discounted at                               9.5 - 12.0%
                                                                                                   
Variable returns to transferees          One month  LIBOR  plus  contractual  spread  ranging  from 7 to 9
                                             basis points



(1)    Weighted-average rates for securitizations entered into during the period
       for securitizations of loan with similar characteristics.

The  following  depicts the  sensitivity  of the current  fair value of retained
interests  to adverse  changes in the key economic  assumptions  used to measure
fair value.

                                                     Retail Finance Receivables
                                                    ----------------------------
                                                          ($ in millions)
Carrying amount/fair value of retained interests              $1,196.2

Prepayment speed assumption (annual rate)                  1.2 - 1.7%
   Impact on fair value of 10% adverse change                 $ (2.6)
   Impact on fair value of 20% adverse change                 $ (5.5)

Residual cash flows discount rate (annual rate)            9.3 - 12.0%
   Impact on fair value of 10% adverse change                 $ (4.2)
   Impact on fair value of 20% adverse change                 $ (8.6)

Market rate assumption (annual rate)                       5.5 -  6.4%
   Impact on fair value of 10% adverse change                 $ (3.6)
   Impact on fair value of 20% adverse change                 $ (7.2)

Considerable  judgment  is  required  in  interpreting  market  data to  develop
estimates of fair value, so the above  estimates are not necessarily  indicative
of the  amounts  that  could be  realized  or would be paid in a current  market
exchange.   In  addition,   the  above  estimated  amounts  generated  from  the
sensitivity  analyses include  forward-looking  statements of market risk, which
assume for analytical  purposes that certain adverse market  considerations  may
occur.  Actual future market  conditions may differ  materially and accordingly,
the forward-looking  statements should not be considered  projections by GMAC of
future events or losses.



                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4.  INVESTMENT IN OPERATING LEASES

Investments in operating leases were as follows:

                                              December 31,
                                         ------------------------
                                             2000         1999
                                         -----------  -----------
                                         (in millions of dollars)
Vehicles and other equipment, at cost      $37,374.3    $38,217.5
  Less: accumulated depreciation             8,063.2      7,975.1
                                         -----------  -----------
Investment in operating leases, net        $29,311.1    $30,242.4
                                         ===========  ===========

The lease payments  applicable to equipment on operating leases maturing in each
of the five years following  December 31, 2000, are as follows:  2001 - $6,507.9
million;  2002 -  $4,231.0  million;  2003 -  $1,537.0  million;  2004 -  $154.3
million; and 2005 - $9.3 million.


NOTE 5.  INVESTMENTS IN SECURITIES

The  Company's  portfolio  of  securities  includes  bonds,  equity  securities,
mortgage-related  securities,  notes,  retained interests in securitizations and
other investments.  The book and fair values of mortgage-related securities held
to  maturity  at December  31,  2000 were  $218.1  million  and $225.1  million,
respectively,  compared with $166.7  million and $168.7  million at December 31,
1999.  Held to maturity  securities,  which are carried at historical  cost, had
unrealized gains at December 31, 2000 and 1999 of $7.0 million and $2.0 million,
respectively.  The fair value of mortgage-related trading securities at December
31, 2000 and 1999 was $3,298.6 million and $2,722.1 million,  respectively.  The
realized  losses on trading  securities  included in income were $145.8 million,
$83.2 million and $313.3 million for the years ended December 31, 2000, 1999 and
1998, respectively.

The cost,  fair  value and  unrealized  gains and losses on  available  for sale
securities were as follows:




                                                        December 31, 2000
                                         -------------------------------------------------
                                                       Fair        Unrealized  Unrealized
Type of Security                             Cost      Value        Gains       Losses
- ----------------                          ---------    --------   -----------  ----------
Bonds, notes and other securities:                   (in millions of dollars)
United States government and
                                                                   
 Governmental agencies and authorities    $   555.8   $  565.3    $    10.4    $   (0.9)
States, municipalities and political
  Subdivisions
 Subdivisions                               1,491.6    1,567.0         80.8        (5.4)
Mortgage-related securities                   386.7      383.7         14.2       (17.2)
Interests in trusts                           956.9      954.0         10.6       (13.5)
Corporate debt securities                   1,279.7    1,275.1         27.8       (32.4)
Other                                         173.3      166.5          8.0       (14.8)
                                          ---------  ----------   ---------    -----------
Total debt securities available for sale    4,844.0    4,911.6        151.8       (84.2)
Equity securities available for sale          766.4    1,056.7        394.7      (104.4)
                                          ---------   ---------   ---------    -----------
Total available for sale securities       $ 5,610.4  $ 5,968.3    $   546.5    $ (188.6)
                                          =========  ==========   =========    ===========



                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5.  INVESTMENTS IN SECURITIES (concluded)



                                                             December 31, 1999
                                         -----------------------------------------------------
                                                       Fair         Unrealized     Unrealized
Type of Security                          Cost        Value            Gains         Losses
- ----------------                         ----------  -----------    ------------   -----------
Bonds, notes and other securities:                       (in millions of dollars)
United States government and
                                                                        
 Governmental agencies and authorities    $   488.1    $   475.6      $     0.4     $   (12.9)
States, municipalities and political
  Subdivisions
 Subdivisions                               1,534.5      1,540.5           47.0         (41.0)
Mortgage-related securities                   480.4        452.8           10.0         (37.6)
Interests in trusts                         1,030.4      1,032.3            2.0          (0.1)
Corporate debt securities                   1,102.1      1,081.5           26.2         (46.8)
Other                                         256.6        252.2           10.8         (15.2)
                                         ----------    ---------      ----------    ---------
Total debt securities available for sale    4,892.1      4,834.9           96.4        (153.6)
Equity securities available for sale          685.1      1,261.0          634.0         (58.1)
                                         ----------    ---------      ---------     ---------
Total available for sale securities       $ 5,577.2    $ 6,095.9      $   730.4     $  (211.7)
                                         ==========    =========      ========      =========



The distribution of maturities of available for sale debt securities outstanding
is summarized as follows:

                                               December 31, 2000
                                          ----------------------------
                                                            Fair
                                             Cost           Value
                                          -------------   ------------
Maturity                                     (in millions of dollars)
- --------
Due in one year or less                      $    779.8   $    780.6
Due after one year through five years           2,040.6      2,065.6
Due after five years through ten years            776.2        797.4
Due after ten years                               860.7        884.3
Mortgage-related securities                       386.7        383.7
                                             ----------   ----------
Total available for sale debt securities     $  4,844.0   $  4,911.6
                                             ==========   ==========


The following table summarizes proceeds, gains and losses realized from the sale
of available for sale securities:

                             2000            1999           1998
                          ----------     ---------       -----------
Debt Securities:                  (in millions of dollars)
- ----------------
Sale proceeds             $ 3,010.8      $ 2,359.3        $ 3,272.9
Gross realized gains           71.5           78.6             70.0
Gross realized losses          78.2           83.0             17.7

Equity Securities:
Sale proceeds             $   530.6      $   567.7        $   363.4
Gross realized gains          243.8          212.9            148.4
Gross realized losses          69.5           42.9             31.0



                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6.  OTHER ASSETS

Other assets consisted of:
                                                             December 31,
                                                       -------------------------
                                                        2000         1999
                                                       ----------    -----------
                                                        (in millions of dollars)
Property and equipment at cost                         $ 1,690.0        $ 811.9
Accumulated depreciation                                  (436.9)        (311.3)
                                                       ----------    -----------
Net property and equipment                               1,253.1          500.6
Non-performing assets (net of valuation reserves)          828.5          270.7
Ceded loss and loss adjustment expense reserve /
   Reinsurance receivable                                  680.4          784.2
Insurance premiums receivable                              339.3          350.2
Investment in used vehicles held for sale                  615.4          499.8
Deferred policy acquisition cost                           380.5          337.2
Intangible assets, net of accumulated amortization       3,188.4        2,897.8
Rental car buyback                                         825.7          712.0
Equity investments in real estate ventures                 790.8          628.7
Other mortgage-related assets                            1,864.4        1,290.9
Other assets                                             1,254.5        1,366.5
                                                       ----------    -----------
  Total other assets                                   $12,021.0       $9,638.6
                                                       ==========    ===========

NOTE 7.  LINES OF CREDIT WITH BANKS

The Company and its subsidiaries maintain substantial bank lines of credit which
totaled  $48.1  billion at  December  31,  2000,  compared  to $46.2  billion at
year-end  1999.  The unused  portion of these  credit  lines  increased  by $2.8
billion from December 31, 1999 to $38.4  billion at December 31, 2000.  Included
in the unused credit lines at December 31, 2000,  is a $14.7 billion  syndicated
multi-currency  global credit facility available for use in the U.S. by GMAC and
in Europe by GMAC International Finance B.V. and GMAC (UK) plc. The entire $14.7
billion is available to GMAC in the U.S., $0.9 billion is available to GMAC (UK)
plc and $0.8  billion  is  available  to GMAC  International  Finance  B.V.  The
syndicated  credit  facility  serves  primarily  as  back-up  for the  Company's
unsecured commercial paper programs. Also included in the unused credit lines is
a $12.3 billion U.S.  asset-backed  commercial  paper  liquidity and receivables
facility for New Center Asset Trust ("NCAT"), a non-consolidated limited purpose
business trust established to issue asset-backed commercial paper.

In June 1999, GMAC modified its existing syndicated  revolving credit facilities
to  combine  the U.S.  and  certain  European  facilities  into  one  syndicated
multi-currency  global  facility.  Modified  terms  consisted  of five  years on
one-half of the facility, with a 364-day term (including a provision that allows
GMAC to draw down a one year term loan on the termination date) on the remaining
facility.  The 364-day  portion of the facility was renewed for another  364-day
period in June 2000, including the provision that allows GMAC to draw down a one
year term loan on the termination  date. The remainder of the facility which had
an original  term of five years expires in June 2004.  Additionally,  there is a
leverage   covenant   restricting  the  ratio  of  consolidated  debt  to  total
stockholder's equity to no greater than 11.0:1. This covenant is only applicable
under certain conditions. Those conditions are not in effect now and were not in
effect  during the year ended  December 31, 2000. At December 31, 2000 and 1999,
GMAC's  consolidated  debt to total  stockholder's  equity was 9.5:1 and 10.9:1,
respectively.

GMAC  Mortgage  Group had $4.6  billion of bank lines of credit at December  31,
2000, compared with $3.7 billion at December 31, 1999, which are utilized in the
normal  course of business.  Of these lines,  $1.3 billion and $0.7 billion were
unused at December 31, 2000 and 1999, respectively.

Inclusive of the $1.7 billion of the  syndicated  multi-currency  global  credit
facility,  operations in Canada,  Europe,  Latin America and  Asia-Pacific  were
supported by credit  facilities  totaling $18.1 billion at December 31, 2000 and
$17.5 billion at December 31, 1999, of which $11.7 billion and $9.8 billion were
unused at December 31, 2000 and 1999, respectively. As of December 31, 2000, the
committed and uncommitted portion of such credit facilities totaled $5.6 billion
and $12.5  billion,  respectively.  As of December 31, 1999,  the  committed and
uncommitted  portion of such credit  facilities  totaled  $4.9 billion and $12.6
billion, respectively.



                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8.  DEBT



                                             Weighted Average
                                                                   ----------------------------
                                            Interest Rate (1)               December 31,
                                                                   ----------------------------
                                         As of December 31, 2000        2000             1999
                                         ------------------------- -----------  ---------------
                                                                     (in millions of dollars)
Short-Term Debt
                                                                          
  Commercial paper (2)                                             $ 43,633.5      $  33,224.0
  Demand notes                                                        4,663.9          4,301.3
  Master notes and other                                              2,223.6          4,503.9
  Bank loans and overdrafts (3)                                       6,613.3          9,010.0
                                                                   -----------  ---------------
Total principal amount                                               57,134.3         51,039.2
  Unamortized discount                                                 (220.7)          (200.7)
                                                                   -----------  ---------------
Total short-term debt (4)                  6.1%                      56,913.6         50,838.5
                                                                   -----------  ---------------


Long-Term Debt
Current portion of long-term debt          6.6%                      18,603.1         14,995.9

United States
  2001                                      --                            --          12,656.0
  2002                                     6.6%                      15,451.2         12,074.4
  2003                                     6.3%                      11,351.6          7,225.7
  2004                                     6.6%                       5,840.5          4,449.8
  2005                                     6.3%                       4,502.3            987.7
  2006 to 2050                             6.6%                      11,478.1          8,247.5
                                                                   -----------  ---------------
Total United States                                                  48,623.7         45,641.1

Other countries
  2001 - 2009                              5.6%                       9,815.4         10,310.5
                                                                   -----------  ---------------
Total United States and other countries                              77,042.2         70,947.5
  Unamortized discount                                                 (583.6)          (627.8)
                                                                   -----------  ---------------
Total long-term debt                                                 76,458.6         70,319.7
                                                                   -----------  ---------------

Total debt                                                         $133,372.2       $121,158.2
                                                                   ===========  ===============



(1)  The 2000 weighted  average  interest  rates include the effects of interest
     rate swap agreements.

(2)  The  weighted  average  maturities  of  commercial  paper  were  35 days at
     December 31, 2000 and 41 days at December 31, 1999.

(3)  Bank loans and overdrafts  include $2,805.0 million and $3,040.1 million in
     the United  States  and  $4,928.1  million  and  $5,969.9  million in other
     countries for the years ended December 31, 2000 and 1999, respectively.

(4)  The 1999 weighted average interest rate for short-term debt was 5.5%.

After consideration of foreign currency swaps, the above maturities  denominated
in  currencies  other than the U.S.  dollar  primarily  consist of the  Canadian
dollar  ($11,365.6  million),  euro  ($5,693.5  million),  United  Kingdom pound
sterling  ($4,173.1  million) and  Australian  dollar  ($1,451.0  million).  The
Company and its subsidiaries  have entered into foreign currency swap agreements
to hedge  exposures  related to debt payable in currencies  other than the local
currency of the issuing entity.

Debt issues totaling $5,175.2 million are redeemable,  at par or slightly above,
at the Company's option.  The debt issues are redeemable  anytime prior to their
maturity dates with the latest maturity date in November 2049.

The Company has issued  warrants to subscribe  for up to $300 million  aggregate
principal  amount of 6.5% notes due October 15, 2009.  The warrants  entitle the
holder to  purchase  from GMAC the  aggregate  principal  amount at par plus any
accrued  interest.  The warrants are exercisable up to and including October 15,
2007.



                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8.  DEBT (concluded)

The Company's debt includes  $525.0 million in notes with fixed rates and $290.0
million in notes with variable rates which provide  investors with the option to
cause  GMAC to  repurchase  them at  specific  dates  prior to  their  maturity.
Generally, the probability of exercising such option would increase in the event
that one or more of the Company's  security ratings is reduced or an increase in
market  interest rates occurs and the notes are subject to fixed interest rates.
For  purposes of the above  maturities,  it is assumed that no  repurchase  will
occur.

In addition,  the Company's debt includes  $5,074.4  million in notes with fixed
rates that contain a survivor's  option,  which  provides the survivor  with the
option to cause GMAC to  repurchase  them at par prior to  maturity.  The latest
maturity date of these notes is December 2015.

To achieve its desired balance between fixed and variable rate debt, the Company
has entered  into  interest  rate swap and  interest  rate cap  agreements.  The
breakdown  between  the fixed and  variable  interest  rate  amounts  (excluding
discount) based on contractual  terms  (predominately  based on London Interbank
Offering Rate ("LIBOR")) and after the effect of interest rate derivatives is as
follows:

                                                        December 31,
                                                --------------------------
                                                  2000            1999
                                                ----------      ----------
Debt balances based on contractual terms:         (in millions of dollars)
- ------------------------------------------
Fixed amount                                   $97,189.6        $87,946.3
Variable amount                                 36,986.9         34,040.4

Debt balances after effect of derivatives:
Fixed amount                                   $85,254.6        $77,963.3
Variable amount                                 48,921.8         44,023.4


NOTE 9.  UNITED STATES, FOREIGN AND OTHER INCOME TAXES

Income from continuing operations before income taxes included the following:

                             Years Ended December 31,
                     --------------------------------------
                       2000          1999          1998
                     ----------   -----------   -----------
                             (in millions of dollars)
U.S. income          $ 1,957.2     $ 1,907.0     $ 1,394.7
Foreign income           599.2         580.5         542.3
                     ---------     ---------     ---------
Total                $ 2,556.4     $ 2,487.5     $ 1,937.0
                     =========     =========     =========

Provisions are made for estimated  United States and foreign income taxes,  less
available tax credits and deductions, which may be incurred on remittance of the
Company's  share of its  subsidiaries'  undistributed  earnings not deemed to be
indefinitely  reinvested.  Taxes have not been provided on foreign subsidiaries'
earnings,  which are deemed  indefinitely  reinvested of approximately  $1,124.5
million at  December  31,  2000 and  $1,121.8  million  at  December  31,  1999.
Quantification  of  the  deferred  tax  liability,   if  any,   associated  with
permanently reinvested earnings is not practicable.



                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9.  UNITED STATES, FOREIGN AND OTHER INCOME TAXES (concluded)

The temporary differences,  which comprise the Company's deferred tax assets and
liabilities, were as follows:



                                             December 31, 2000          December 31, 1999
                                          -------------------------  -------------------------
                                          Asset       Liability         Asset       Liability
                                          ----------  -------------   ----------   -----------
                                                       (in millions of dollars)
                                                                        
Lease transactions                        $     --        $ 3,656.1   $     --      $ 3,590.7
Provisions for credit losses                   571.6           --         449.0          --
Debt transactions                               --            354.0        --           337.8
Unrealized gains on securities                  --            138.5        --           199.4
State and local taxes                           --            268.1        --           251.8
Amortization - mortgage servicing rights        --            330.1        --           244.6
Foreign tax credits                            116.4           --         139.0          --
Insurance loss reserve discount                124.9           --         128.3          --
Unearned insurance premiums                    156.2           --         155.7          --
Other postretirement benefits                  257.8           --         249.8          --
Accumulated translation adjustment             184.6           --         126.5          --
Foreign net operating losses                    48.1           --         120.2          --
Other                                          131.2          418.3       140.6         381.5
                                          ----------  -------------   ----------   -----------
Total deferred income taxes               $  1,590.8      $ 5,165.1   $ 1,509.1     $ 5,005.8
                                          ==========  =============   ==========   ===========


The significant components of income tax expense were as follows:



                                                                                For the Years Ended December 31,
                                                                           -----------------------------------------
                                                                             2000           1999             1998
                                                                           -------        -------          -------
Income taxes estimated to be currently (in millions of dollars) Payable:
                                                                                                  
  United States federal                                                    $ 459.9        $ 103.4          $ 216.5
  Foreign                                                                    223.0          131.2            141.2
  United States state and local                                               69.1           24.0            (12.0)
                                                                           -------        -------          -------
Total income taxes currently payable                                         752.0          258.6            345.7
                                                                           -------        -------          -------

Deferred income taxes:
  United States federal                                                      174.7          522.7            136.0
  Foreign                                                                    (26.2)         106.5             56.9
  United States state and local                                               53.8           72.4             73.1
                                                                           -------        -------          -------
Total deferred income taxes                                                  202.3          701.6            266.0
                                                                           -------        -------          -------

Income tax expense                                                         $ 954.3        $ 960.2          $ 611.7
                                                                           =======        =======          =======


Income tax provisions  recorded by the Company differ from the computed  amounts
developed by applying the  statutory  United States  federal  income tax rate to
income before income taxes. The following schedule reconciles the U.S. statutory
income tax rate to the actual income tax rate recorded by the Company:

                                                For the Years Ended December 31,
                                                --------------------------------
                                                   2000       1999       1998
                                                  ------     ------     ------
United States federal statutory income tax rate    35.0%     35.0%      35.0%
Effect of:
  State and local income taxes                      3.4       2.6        1.9
  Tax exempt interest and dividends received                 (1.1)
   which are not fully taxable                     (1.1)                (1.4)
   which are not fully taxable                     (1.1)     (1.1)      (1.4)
  Adjustment to U.S. taxes on foreign income       (0.5)     (0.7)      (5.4)
  Foreign income tax rate differential             (0.4)      1.6        0.5
  Other                                             0.9       1.2        1.0
                                                  ------     -------    ------
Effective tax rate                                 37.3%     38.6%      31.6%
                                                  ======     =======    ======



                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10.  PENSION AND OTHER POSTRETIREMENT BENEFITS

The Company and certain of its subsidiaries participate in various pension plans
of  General  Motors and its  domestic  and  foreign  subsidiaries,  which  cover
substantially  all of their  employees.  Benefits  under the plans are generally
related  to an  employee's  length of  service,  salary  and  where  applicable,
contributions. GMAC Mortgage Group, Inc., GMAC Commercial Credit LLC and certain
subsidiaries of GMAC Insurance  Holdings,  Inc. have separate  retirement  plans
which provide for pension payments to their eligible employees upon retirement.

The   Company   and  certain  of  its   subsidiaries   participate   in  various
postretirement  medical,  dental,  vision  and life  insurance  plans of General
Motors.  These  benefits are funded as incurred  from the general  assets of the
Company.  The  Company  accrues  postretirement  benefit  costs  over the active
service period of employees to the date of full  eligibility  for such benefits.
The Company has provided for certain amounts  associated  with estimated  future
postretirement  benefits other than pensions and  characterized  such amounts as
other postretirement benefits. Notwithstanding the recording of such amounts and
the use of these terms, the Company does not admit or otherwise acknowledge that
such amounts or existing postretirement benefit plans of the Company (other than
pensions) represent legally enforceable liabilities of the Company.

The total  pension  and other  postretirement  benefits  expense of the  Company
amounted to $80.4  million,  $96.5 million and $65.1  million in 2000,  1999 and
1998, respectively.

NOTE 11.  TRANSACTIONS WITH AFFILIATES

The Company is  wholly-owned  by GM and as such, may receive  support from GM to
maintain  competitive leverage levels and its fixed charges coverage ratio. GMAC
received  capital  contributions  from GM  totaling  $2,927.9  million  in 2000.
Contributions  consisted  of  cash  payments  totaling  $2,448.8  million  and a
transfer of properties  located in Michigan totaling $479.1 million.  As part of
the  property  transfer,  the Company and GM entered into a  sixteen-year  lease
arrangement,  under which the Company will fund and capitalize  improvements  to
these properties  totaling $1.2 billion over the next four years, of this total,
$190.4  million  was  advanced  by  GMAC  in  2000.  Revenues  received  on this
arrangement in 2000 were included in other income and totaled $22.6 million.  No
capital contributions were received during 1999 or 1998.

Retail  installment  and lease  contracts  acquired  by GMAC-NAO  that  included
interest rate subvention from GM, payable  directly or indirectly to GM dealers,
were 86.0%,  81.6% and 80.0% of total new retail installment and lease contracts
acquired  during  2000,  1999 and 1998,  respectively.  GMAC-IO  rate  subvented
programs  represented 59.2%, 56.6% and 49.5% of total new retail installment and
lease contracts acquired during 2000, 1999 and 1998, respectively.

Agreements with GM provide for payment to the Company for residual value support
on certain retail  leasing  transactions.  Amounts  included in income for these
transactions totaled $739.4 million,  $450.3 million and $643.0 million in 2000,
1999 and 1998, respectively.  In addition, GM participates with GMAC in residual
risk  sharing.  Payments to the Company for GM's portion are reflected in income
and totaled $207.3  million,  $68.5 million and $14.1 million in 2000,  1999 and
1998, respectively.

On  occasion,  the  Company may also extend  loans to GM, its  subsidiaries  and
affiliates.  Outstanding loans to GM and affiliates totaled $5,434.0 million and
$4,025.0 million at December 31, 2000 and December 31, 1999, respectively. Total
interest  income from these loans is  included in other  income and  amounted to
$332.1  million,  $225.8  million  and $126.3  million  in 2000,  1999 and 1998,
respectively.

GMAC of Canada,  Limited administers operating lease receivables on behalf of GM
of Canada Limited ("GMCL") and receives a servicing fee. Included in income were
service fees from GMCL totaling $61.9 million, $39.3 million and $9.8 million in
2000, 1999 and 1998, respectively.



                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11.  TRANSACTIONS WITH AFFILIATES (concluded)

The Company  purchases  certain  vehicles  which GM acquired  from its fleet and
rental customers.  The cost of these vehicles held for resale, which is included
in other assets,  was $825.7 million at December 31, 2000,  compared with $712.0
million at December  31,  1999.  Included  in other  income  were  service  fees
received from GM on these vehicles amounting to $45.1 million, $35.4 million and
$32.2 million in 2000, 1999 and 1998, respectively.

An agreement with GM provides for the  reimbursement of certain selling expenses
incurred by GMAC on  off-lease  vehicles  sold by GM at  auction.  Included as a
reduction  of  other  operating  expenses  were  reimbursements  totaling  $53.1
million, $50.6 million and $48.5 million in 2000, 1999 and 1998, respectively.

The net amounts due GM and its  affiliated  companies at the balance sheet dates
relate principally to current wholesale  financing of sales of GM products.  The
settlement  terms related to the wholesale  financing of certain GM products are
at shipment  date.  To the extent that  wholesale  settlements  with GM are made
prior to the  expiration  of transit,  interest is  received  from GM.  Interest
received on this  arrangement  is included  in other  income and totaled  $154.3
million, $105.2 million and $91.6 million in 2000, 1999 and 1998, respectively.

The Company receives  technical and  administrative  advice and services from GM
and also occupies  office space  furnished by GM. Costs of such services,  which
are  included in other  operating  expenses,  amounted to $47.3  million,  $40.0
million and $36.3 million in 2000, 1999 and 1998, respectively.

In December  2000,  GM  announced  the  phase-out  of the  Oldsmobile  Marketing
Division.  As part  of this  phase-out  GM has  agreed  to  indemnify  GMAC  for
incremental  losses,  if any,  sustained  by GMAC for the  decrease  in residual
values as a result of  discontinuance  of the Oldsmobile line for which GMAC has
assets with residual risk.

Insurance  premiums earned by GMACI on certain coverages  provided to GM and its
subsidiaries totaled $485.1 million,  $455.1 million and $432.5 million in 2000,
1999 and 1998, respectively.

NOTE 12.  INSURANCE OPERATIONS

GMAC  Insurance  Holdings,  Inc.  and its  subsidiaries  (collectively  "GMACI")
perform a wide array of insurance  underwriting  including personal,  mechanical
and commercial  coverages.  GMACI conducts insurance and reinsurance  operations
primarily  in the United  States,  Canada and  Europe.  GMACI  insures  selected
personal,  commercial  and extended  warranty  coverages for  individuals,  auto
dealerships,  GMAC and GM. In the U.S.,  property and casualty risks are assumed
from other insurers.  Outside the U.S., property,  casualty and mechanical risks
are  assumed  from  local  insurance  companies.  GMACI  cedes a portion  of its
insurance  business  and  retrocedes  a portion of its  reinsurance  business to
outside  reinsurers  to  protect  the  Company  against  certain  types  of loss
activity.  Premiums are earned on a basis related to coverage  provided over the
terms of the policies or reinsurance  assumed  contracts.  Commissions,  premium
taxes and other costs that vary with, and are directly  related to acquiring new
business,  are deferred and amortized over the terms of the related  policies on
the same  basis as  premiums  are  earned or over the  average  life of  related
policies,  including  renewals.  The  liability  for  losses  and loss  expenses
includes  amounts   relating  to  reinsurance   agreements  and  represents  the
accumulation  of  estimates  for  reported  losses  and a  provision  for losses
incurred but not reported. Estimates for salvage and subrogation recoverable are
recognized  at  the  time  losses  are  incurred.   Insurance   liabilities  are
necessarily  based on estimates  and the ultimate  liability  may vary from such
estimates.  The estimates are regularly reviewed and adjustments are included in
income.



                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12.  INSURANCE OPERATIONS (concluded)

Unpaid Insurance Losses and Loss Adjustment Expenses
Activity in the  reserves  for losses and loss  adjustment  expenses  ("LAE") is
summarized as follows:



                                            For the Years Ended December 31,
                                      ------------------------------------------
                                            2000           1999         1998
                                      -----------    -----------    -----------
                                              (in millions of dollars)
Balance at beginning of the year       $ 1,861.9     $  2,062.7     $  2,125.3
 Less: reinsurance recoverables            552.7          582.5          552.1
                                      -----------    -----------    -----------
Net balance at beginning of the year     1,309.2        1,480.2        1,573.2

Incurred related to:
  Current year                           1,549.0        1,442.1        1,487.2
  Prior years                              (55.9)         (52.2)         (17.8)
                                      -----------    -----------    -----------
Total incurred                           1,493.1        1,389.9        1,469.4

Paid related to:
 Current year                           (1,036.4)        (961.0)        (950.2)
 Prior years                              (513.3)        (599.9)        (612.2)
                                      -----------    -----------    -----------
Total paid                              (1,549.7)      (1,560.9)      (1,562.4)

Net balance at end of the year           1,252.6        1,309.2        1,480.2
 Add: reinsurance recoverables             466.1          552.7          582.5
                                      -----------    -----------    -----------
Balance at end of the year             $ 1,718.7     $  1,861.9     $  2,062.7
                                      ===========    ===========    ===========

NOTE 13.  MORTGAGE BANKING

GMAC Mortgage Group, Inc. and its subsidiaries  (collectively  "GMACMG") conduct
mortgage  banking  operations in the United States,  Mexico,  Japan,  Europe and
Canada.  GMACMG  originates and markets  single-family  and commercial  mortgage
loans,  and  securities  backed by such loans,  to investors and services  these
loans on behalf of investors.  In addition to offering other  consumer  products
including home equity loans,  insurance  services and trustee  services,  GMACMG
packages securities backed by home equity loans and subprime  mortgages.  GMACMG
also actively  pursues the acquisition of mortgage  servicing  rights from other
mortgage  bankers and financial  institutions.  Operations  of GMACMG's  various
mortgage  banking   subsidiaries   are  conducted   through  its  three  primary
businesses:  GMAC Residential Holding Corp.  ("GMACM");  GMAC Commercial Holding
Corp. ("GMACCM"); and Residential Funding Corporation ("RFC").

Loan Originations and Servicing Acquisitions
The following  summarizes GMACMG's  originations and purchases of mortgage loans
and the principal balances of acquisitions of mortgage servicing rights:

                                For the Years Ended December 31,
                                --------------------------------
                                     2000            1999
                                   ---------      ----------
                                    (in millions of dollars)
Loans originated/brokered:
 Residential                       $22,183.9       $21,532.6
 Commercial                         15,456.8         9,443.5

Loan purchases                     $17,492.4       $22,763.4

Bulk servicing acquisitions:
 Residential                       $24,277.2       $22,220.1
 Commercial                          6,553.2        15,673.0



                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13.  MORTGAGE BANKING (continued)

Sales of Loans
GMACMG sells a majority of its originated loans into various governmental agency
(FHLMC,  FNMA and GNMA)  mortgage-backed  securities  and whole loans to private
investors while  maintaining  the right to service such mortgage  loans.  GMACMG
generally  packages its purchased  mortgage  loans into private  mortgage-backed
securities for sale to investment bankers and private mortgage investors.

Allowance for Losses
As part of its conduit mortgage banking activities,  GMACMG retains subordinated
and  stripped  mortgage-backed   securities  which  are  classified  as  trading
securities and held at estimated  fair value.  On certain  transactions,  GMACMG
will retain full or limited  recourse for credit or other losses incurred by the
purchaser of the loans sold. GMACMG establishes  allowances for estimated future
losses  related  to  the  outstanding  recourse  obligations,  which  management
considers adequate. In addition,  GMACMG provides appropriate loss allowances on
mortgage lending receivables and other loans held as investments.

Servicing Portfolio
The following is a summary of GMACMG's servicing portfolios:

                                             December 31,
                                 ---------------------------------
                                    2000                 1999
                                 -------------       -------------
Servicing portfolio                   (in millions of dollars)
 Residential                       $174,390.6          $151,557.4
 Commercial (1)                      90,469.9            78,158.0
 Master servicing                    77,182.1            68,193.0
 GMACMG intracompany servicing       (2,156.0)           (2,467.7)
                                 -------------       -------------
Total                              $339,886.6          $295,440.7
                                 =============       =============
Number of serviced loans            2,796,429           2,313,340
                                 =============       =============

(1) Includes  $3,661.0  million and $3,228.0  million of term loans  serviced on
behalf of GMAC at December 31, 2000 and 1999, respectively.

Allowance for Loan Losses and Valuation Reserves
The  following  table  presents an analysis of the  allowance  for mortgage loan
losses and valuation reserves:

                                     2000          1999            1998
                                  ----------   ----------      ---------
                                          (in millions of dollars)
Balance at beginning of year       $178.1        $138.5          $202.0
Provisions charged to income         61.3          85.4            51.9
Net charge-offs and reductions      (73.6)        (45.8)         (115.4)
                                  ----------   ----------      ---------
Balance at end of the year         $165.8        $178.1          $138.5
                                  ==========   ==========      =========


The allowance for loan losses and valuation  reserves  includes GMACMG's accrual
for losses on loans sold with recourse totaling $28.2 million, $29.7 million and
$42.5 million as of December 31, 2000, 1999 and 1998, respectively.



                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13.  MORTGAGE BANKING (continued)

Loans Sold with Recourse
Information regarding GMACMG's loans sold with recourse is as follows:

                                            December 31,
                                   -------------------------------
                                      2000               1999
                                   -----------        -----------
                                         (in millions of dollars)

Loans sold with recourse           $  13,979.2        $  11,011.1
                                   ===========        ===========
Maximum exposure on loans sold:
 Full recourse                     $     145.6        $     181.2
 Limited recourse                        817.6              638.3
                                   -----------        -----------
Total                              $     963.2        $     819.5
                                   ===========        ===========

The maximum recourse exposure shown above is net of amounts reinsured with third
parties  which  totaled $80.4 million and $98.5 million at December 31, 2000 and
1999, respectively.

Mortgage Derivative Financial Instruments
GMACMG uses various off-balance sheet financial instruments in the normal course
of business to manage  inherent risk. The derivative  financial  instruments are
held for  purposes  other than trading and consist  primarily  of interest  rate
floors and caps,  written and purchased option contracts,  futures contracts and
individually tailored swap products.

GMACMG utilizes options and futures contracts on U.S.  Treasury  instruments and
mortgage-backed  securities,  interest rate swaps and total rate of return swaps
to hedge  interest rate and price risk  associated  with its mortgage loans held
for sale. At December 31, 2000 and 1999, the notional amount of such instruments
totaled  $1,095.7  million and  $6,254.5  million,  respectively.  Realized  and
unrealized gains and losses  associated with these instruments are considered in
the lower of cost or market valuation of the mortgage loans.

GMACMG uses  options and futures  contracts  on U.S.  Treasury  instruments  and
euros,  and  interest  rate swap,  cap and floor  agreements  to hedge price and
interest rate risk associated with its mortgage-related  securities. At December
31, 2000 and 1999,  the notional  amount of such  instruments  totaled  $9,353.9
million and $7,535.0  million,  respectively.  Realized and unrealized gains and
losses associated with these instruments are recognized in the current period on
a mark-to-market basis.

GMACMG  enters  into  interest  rate swap  contracts  in an effort to  stabilize
short-term  borrowing  costs and maintain a minimum return on certain loans held
for  investment.  At December 31, 2000 and 1999,  the  notional  amount of these
instruments  totaled  $1,230.9  million and $314.7  million,  respectively.  The
contracts involve the delivery of fixed payments to a counterparty in return for
variable  payments based upon a published index. The contracts' values fluctuate
inversely  to the values of the  related  loan  portfolio.  The  contracts  have
maturities  ranging from two to five years.  Amounts paid or received under such
contracts are recorded as an adjustment to interest expense.

GMACMG  uses  interest  rate  caps  and  floors,  futures,  options  on  futures
contracts, swaps, swaptions and forwards to manage potential prepayment activity
associated with mortgage  servicing  rights.  At December 31, 2000 and 1999, the
notional  amount of such  instruments  totaled  $31,074.3  million and $17,161.1
million,  respectively.  The maturities of these  instruments range between four
months  and five  years.  These  instruments  are  carried at fair  value,  with
adjustments recorded to the basis of mortgage servicing rights.




                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13.  MORTGAGE BANKING (continued)

Mortgage Commitments
GMACMG enters into various  commitments to purchase or originate  mortgage loans
in the normal course of business.  Commitments to purchase or originate mortgage
loans  totaled  $5,048.2  million and $4,821.3  million at December 31, 2000 and
1999,  respectively.  These commitment obligations are considered in conjunction
with the lower of cost or market valuation of mortgage inventory held for sale.

Commitments to sell mortgage loans totaled $1,644.4 million and $1,096.2 million
at December  31, 2000 and 1999,  respectively.  Commitments  to sell  securities
totaled  $507.6  million  and $537.9  million  at  December  31,  2000 and 1999,
respectively.  These  commitment  obligations are considered in conjunction with
the lower of cost or market valuation of mortgage loans held for sale.

Warehouse  lending involves the extension of short-term  secured lines of credit
to mortgage originators to finance mortgage loans until such loans are purchased
by  a  permanent  investor.  Advances  under  the  lines  of  credit  are  fully
collateralized  by the underlying  mortgages and bear interest at a rate that is
tied to a  short-term  index.  At December 31, 2000 and 1999,  unused  warehouse
lending commitments totaled $3,383.6 million and $3,589.0 million, respectively.
GMACMG enters into foreign  currency  contracts to hedge foreign  exchange risks
associated  with overseas  lending.  At December 31, 2000 and 1999, the notional
amounts  of  such  instruments   totaled  $134.6  million  and  $437.1  million,
respectively.  Construction  lending involves the extension of long-term secured
lines of credit to construction project managers. At December 31, 2000 and 1999,
unused  construction  lending  commitments totaled $3,538.1 million and $1,206.6
million,  respectively.  In addition, GMACMG also has outstanding commitments to
lend on  available  credit  lines,  primarily  home equity  lines of credit.  At
December 31, 2000 and 1999,  unused  lending  commitments on these lines totaled
$722.7 million and $1,112.4 million, respectively.

Mortgage Securitization
GMACMG sells mortgage loans through public and private  securitizations  as well
as through whole loan sales. Gains or losses on such sales are recognized at the
time of settlement  and when control over the loans has been  surrendered.  Such
gains are based upon the difference between the sales proceeds and the allocated
basis of the loans  sold,  adjusted  for any  deferred  hedge  gains and losses,
deferred  loan  fees  and  costs,  mortgage  servicing  rights,  other  retained
interests, and the cost of issuing securities.

When GMACMG  securitizes and sells mortgage loans, the resulting gain or loss on
sale is determined by  allocating  the carrying  amount of the loans between the
mortgage securities sold and the interests retained based on their relative fair
value at the date of sale.  Fair  values  are based on quoted  market  prices if
available.  Otherwise,  the fair value of the  retained  interests  is estimated
based on the present value of expected  future cash flows.  Expected future cash
flows are derived  from  management's  best  estimate of  assumptions  regarding
prepayment  speeds,  credit losses,  discount rates  commensurate with the risks
involved  and,  if  applicable,   interest  rates  on  variable  and  adjustable
contracts.

Prepayment  speed  estimates are determined  utilizing data obtained from market
participants,  where  available,  or based  on  historical  prepayment  rates on
similar assets. Credit loss assumptions are based upon historical experience and
the characteristics of individual loans underlying the securities. Discount rate
assumptions are determined using data obtained from market  participants,  where
available,  or based on current  relevant  treasury  rates plus a risk  adjusted
spread based on analysis of historical  spreads on similar types of  securities.
Estimates of interest  rates on variable and  adjustable  contracts are based on
spreads over the applicable benchmark interest rate.




                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13.  MORTGAGE BANKING (continued)

Mortgage Securitization (continued)
During 2000,  GMACMG sold  residential  mortgage  loans,  including  home equity
loans, high loan-to-value loans, residential first and second mortgage loans and
other loans, and commercial  mortgage loans in securitization  transactions.  In
the   majority   of   those    securitizations,    GMACMG   retained   servicing
responsibilities and, in some cases,  subordinated interests. As of December 31,
2000,  the  weighted  average  servicing  fee for GMACMG for  primary  servicing
activities was 37 basis points on  residential  mortgages and 10 basis points on
commercial  mortgages of the  outstanding  principal  balance  serviced.  Master
servicing fees were 8 basis points of the unpaid  principal  balance serviced at
December 31, 2000. The investors and the securitization  trusts have no recourse
to  GMACMG's  other  assets for  failure  of  debtors to pay when due.  GMACMG's
retained interests are subordinate to the investors' interest.  Their fair value
is subject to credit,  prepayment,  and interest  rate risks on the  transferred
financial assets.

In 2000,  1999 and 1998,  GMACMG  recognized  pre-tax  gains of $682.4  million,
$526.7  million  and $289.8  million,  respectively,  on the  securitization  of
residential  mortgages  and $40.4  million,  $76.1  million  and $30.6  million,
respectively, on the securitization of commercial mortgages.

Key economic assumptions used in measuring the retained interests at the date of
securitization  resulting from  securitizations  completed during the year ended
December 31, 2000, were as follows:



                                Residential          Commercial
                                --------------       -----------

Prepayment speeds (CPR)*         10.5 to 38.0%        0.0 to 68.0%
Weighted average life (years)     1.7 to  6.3         2.6 to 10.4
Expected credit losses            0.0 to 21.7%        0.0 to  2.0%
Discount rate                     6.5 to 14.0%       12.7 to 34.0%

* Constant prepayment rate


The   following   summarizes   certain  cash  flows   received  from  (paid  to)
securitization trusts during 2000:



                                                     Residential      Commercial
                                                     -----------      ----------
                                                       (in millions of dollars)
Proceeds from new securitizations                    $ 24,958.8       $ 2,476.3
Servicing fees received                                   212.0            13.0
Other cash flows received                                 482.5            46.4
Purchases of delinquent / foreclosed assets              (282.4)          - -
Servicing advances                                       (616.5)          (81.5)
Repayments of servicing advances                          585.7            74.0






                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13.  MORTGAGE BANKING (continued)

Mortgage Securitization (continued)
At December  31, 2000,  key  economic  assumptions  and the  sensitivity  of the
current  fair value of  residual  cash flows to  immediate  10% and 20%  adverse
changes in those assumptions are as follows ($ in millions):





                                                         Residential      Commercial
                                                       ---------------   -------------

Carrying amount / fair value of retained
                                                                     
interest securities                                    $ 2,367.6           $ 291.9

Prepayment speeds (CPR) *                              12.7 to 38.9%       0.0 to 68.0%
Impact on fair value of 10% adverse change             $  (160.1)          $ (1.1)
Impact on fair value of 20% adverse change             $  (313.2)          $ (1.4)

Weighted average life (years)                          1.7 to 6.2          1.5 to 20.9

Expected credit losses                                 0.0 to 21.7%        0.0 to 3.0%
Impact on fair value of 10% adverse change             $   (96.5)          $ (1.9)
Impact on fair value of 20% adverse change             $  (190.9)          $ (3.5)

Discount rate                                          6.5 to 13.9%        9.9 to 34.0%
Impact on fair value of 10% adverse change             $   (88.6)          $ (22.7)
Impact on fair value of 20% adverse change             $  (167.9)          $ (37.0)

Interest rates on variable and adjustable contracts     Forward benchmark interest rate yield curve plus contractual spread
Impact on fair value of 10% adverse change             $   (27.3)          $  -
Impact on fair value of 20% adverse change             $   (54.6)          $  -

* Constant prepayment rate


These  sensitivities  are hypothetical  and should be used with caution.  As the
figures indicate,  changes in fair value based on a 10% variation in assumptions
generally  cannot be  extrapolated  because  the  relationship  of the change in
assumption  to the change in fair value may not be linear.  Also, in this table,
the effect of a variation  in a particular  assumption  on the fair value of the
retained  interest is  calculated  without  changing  any other  assumption.  In
reality,  changes in one factor may result in changes in another  (for  example,
increases in market interest rates may result in lower prepayments and increased
credit losses),  which might magnify or counteract the  sensitivities.  Further,
these  sensitivities  show only the change in the asset balances and do not show
any expected  changes in the fair value  instruments used to manage the interest
rate and  prepayment  risks  associated  with these assets,  as discussed  under
Mortgage Derivative Financial Instruments above.

At December 31, 2000, the weighted average actual and expected credit losses for
loans  securitized  by GMACMG  was  between  3.60%  and  5.61%  for  residential
mortgages and 0.80% for commercial mortgages.









                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13.  MORTGAGE BANKING (continued)

Mortgage Securitization (concluded)
The following table presents quantitative  information about delinquencies,  net
credit losses,  and components of securitized  financial assets and other assets
managed together :



                                              December 31, 2000
                                             Total                           Year Ended
                                           Principal     Loans 60 Day       December 31,
                                           Amount of     or more Past      2000 Net Credit
Type of Loan                                 Loans              Due            Losses
- -----------------------------------       -----------   ------------      ----------------
                                                  (in millions of dollars)
                                                                  
Commercial                                 $ 14,000.4       $   166.2      $        -
Residential                                  72,845.1         2,811.2             142.9
                                           ----------       ---------      ---------------
Total loans owned or securitized (a)         86,845.5         2,977.4             142.9

Less:
Loans securitized                            79,142.7
Loans held for sale / securitization          5,766.4
                                           ----------
Loans held in portfolio                    $  1,936.4


(a)   Owned and  securitized  loans represent loans on the balance sheet or that
      have been securitized,  excluding  securitized loans that GMACMG continues
      to service but has no other continuing involvement.

Mortgage Servicing Rights
The right to service  loans is  contracted  under  primary  or master  servicing
agreements.   Under  primary  servicing  agreements,   GMACMG  collects  monthly
principal,  interest and escrow payments from individual mortgagors and performs
certain accounting and reporting  functions on behalf of the mortgage investors.
As master servicer,  GMACMG collects monthly payments from various sub-servicers
and  performs  certain  accounting  and  reporting  functions  on  behalf of the
mortgage investors. For such servicing activities, GMACMG earns a servicing fee,
which is considered to be adequate compensation.  With the exception of serviced
mortgages  owned by GMACMG,  the  servicing  portfolio  principal  amount is not
reflected in the Company's financial statements.  Mortgage servicing rights, net
of  valuation  allowances,  totaled  $3,984.5  million and  $3,421.8  million at
December  31,  2000  and  1999,  respectively.  The fair  value of the  mortgage
servicing rights at December 31, 2000 and 1999 was $4,082.8 million and $3,532.4
million, respectively.

GMACMG  has  stratified  its  mortgage  servicing  rights  by  predominant  risk
characteristics, primarily loan type and interest rate interval, for purposes of
recording amortization expense and measuring impairment. Amortization expense is
recorded for each stratum in  proportion to and over the period of the projected
net servicing income. Impairment is evaluated for each stratum by comparing fair
value as estimated  using  projected  discounted  cash flows with current market
assumptions to the net book value of the related stratum,  adjusted for deferred
hedge results.  Impairment is recorded through a valuation allowance and charged
to amortization expense in the period it is determined. At December 31, 2000 and
1999,  the  valuation   allowance  totaled  $93.7  million  and  $69.4  million,
respectively.





                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13.  MORTGAGE BANKING (concluded)

Mortgage Servicing Rights (concluded)
At December  31, 2000,  key  economic  assumptions  and the  sensitivity  of the
current fair value of mortgage  servicing  rights to immediate 10 and 20 percent
adverse changes in those assumptions are as follows ($ in millions):

Carrying amount of mortgage servicing rights            $  3,984.5

Prepayment speeds (constant prepayment rate)                13.57%
Impact on fair value of 10% adverse change              $  (135.4)
Impact on fair value of 20% adverse change              $  (261.6)

Discount Rate                                               10.63%
Impact on fair value of 10% adverse change              $  (113.0)
Impact on fair value of 20% adverse change              $  (218.2)


NOTE 14.  FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company has developed the following  fair value  estimates by utilization of
available  market  information  or other  appropriate  valuation  methodologies.
However,  considerable  judgment  is  required  in  interpreting  market data to
develop estimates of fair value, so the estimates are not necessarily indicative
of the  amounts  that  could be  realized  or would be paid in a current  market
exchange.  The effect of using different market  assumptions  and/or  estimation
methodologies may be material to the estimated fair value amounts.

Fair value  information  presented  herein is based on information  available at
December 31, 2000 and 1999. Although management is not aware of any factors that
would significantly  affect the estimated fair value amounts,  such amounts have
not been updated since those dates and, therefore, the current estimates of fair
value at dates subsequent to December 31, 2000 and 1999 may differ significantly
from these amounts.

The estimated fair value of financial instruments held by the Company, for which
it is practicable to estimate that value, were as follows:

Balance sheet financial instruments
:



                                            December 31, 2000                       December 31, 1999
                                     ------------------------------------      --------------------------------
                                         Book            Estimated                Book            Estimated
                                         Value           Fair Value               Value           Fair Value
                                     ------------------  ----------------      -------------   ----------------
Assets                                                      (in millions of dollars)
- ------
                                                                                      
Cash and cash equivalents                 $    1,147.8       $    1,147.8       $       704.3     $       704.3
Investments in securities                      9,485.0            9,492.1             8,984.7           8,986.7
Finance receivables, net                      93,024.8           92,952.7            81,288.9          80,936.1
Factored receivables                           2,291.1            2,291.1               764.9             764.9
Notes receivable from GM                       5,434.0            5,414.7             4,025.0           3,948.9
Real estate mortgages
  -held for sale                               5,758.5            5,811.8             5,678.4           5,702.7
  -held for investment                         1,895.1            1,893.6             1,497.4           1,498.4
  -lending receivables                         2,960.0            2,960.0             1,800.6           1,800.6
Due and deferred from receivable
  Sales, net                                   1,097.2            1,097.2               742.2             742.2

Liabilities
Debt                                        $133,372.2         $132,979.9          $121,158.2        $119,756.0






                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14.  FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

Off-balance sheet financial instruments:



                                                   December 31, 2000                           December 31, 1999
                                        ----------------------------------------     ---------------------------------------
                                           Contract/        (3)                      Contract/       (3)
                                           Notional         Gain        Loss         Notional       Gain           Loss
                                          Amount(3)       Position     Position      Amount(3)     Position      Position
                                          ----------      --------     --------      ---------     --------      --------
                                                                   (in millions of dollars)
Commitments to originate/purchase
                                                                                             
  Mortgages/securities                    $ 5,048.2      $ 45.5         $  --       $ 4,821.3     $  5.5       $  (29.0)
Commitments to sell                                                                   1,634.1
  Mortgages/securities                      2,152.0        12.6           (13.6)                     6.9           (3.6)
Unused mortgage lending                                                               5,907.9
  Commitments                               7,644.4        --               --                      --             --
Unused revolving credit lines               2,986.8        --               --        2,193.6       --             --
Interest rate instruments (1)              85,094.5       971.1           (693.7)    63,243.2      165.2         (692.9)
Foreign currency instruments (2)           15,322.8       383.9         (1,250.5)    13,266.7      385.1         (861.7)
Mortgage-related futures                    2,347.2        20.2             (7.4)     1,060.4        9.8           --


 (1) The 2000 and 1999 notional balances include $51,617.9 million and $38,892.5
million,  respectively, in financial instruments that are recorded at fair value
on the balance sheet. The net fair value recorded on the balance sheet for these
financial  instruments  totaled $310.5 million and $22.7 million at December 31,
2000 and 1999, respectively.  The loss position includes deferred losses of $5.1
million for December 31, 2000 and deferred  gains of $44.8  million for December
31, 1999,  respectively.  The  gain/loss  positions  presented  exclude  accrued
interest.

(2) Includes $4,719.5 million and $5,212.9 million in combined interest rate and
currency  swaps with  unrealized  losses of $612.9 million and $367.8 million at
December 31, 2000 and 1999,  respectively.  The  unrealized  gain or loss in the
fair value of the foreign  currency  instruments  in 2000 and 1999 was offset by
the  unrealized  loss or gain in the fair value of the related  underlying  debt
instruments. The gain/loss positions presented exclude accrued interest.

(3) Contract/notional  amounts of off-balance sheet financial instruments do not
represent  credit risk exposures.  Credit risk is limited to the current cost of
replacing instruments in a gain position.

Cash and cash equivalents
The book value  approximates  fair value because of the short  maturity of these
instruments.

Investments in securities
Bonds,  equity  securities,  notes and other  available for sale  investments in
securities  are carried at fair value,  which is based on quoted market  prices.
The fair value of mortgage-related trading securities is based on market quotes,
discounted using market  prepayment  assumptions and discount rates. The held to
maturity  investments  in securities  are carried at historical  cost.  The fair
value of the held to  maturity  investments  in  securities  is based on  quoted
market prices.  The retained  interests in  securitizations  are carried at fair
value based on discounted expected cash flows using current market rates.

Finance receivables, net
The  fair  value is  estimated  by  discounting  the  future  cash  flows  using
applicable  spreads to approximate  current rates applicable to each category of
finance  receivables.  The  carrying  value of wholesale  receivables  and other
receivables  whose interest rates adjust on a short-term  basis with  applicable
market indices  (generally the prime rate) are assumed to approximate fair value
either due to their short  maturities  or due to the  interest  rate  adjustment
feature.

Factored receivables
The book value approximates the fair value because of the short duration of such
receivables.


                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14.  FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

Notes receivable from GM
The  fair  value is  estimated  by  discounting  the  future  cash  flows  using
applicable spreads to approximate current rates applicable to certain categories
of other financing assets.

Real estate mortgages
The fair  value of  mortgage  loans held for sale is based  upon  actual  prices
received on recent  sales of mortgage  loans and  securities  to  investors  and
projected  prices obtained  through investor  indications  considering  interest
rates,  mortgage loan type and credit quality. The fair values of loans held for
investment  is  determined  through a review  of  published  market  information
associated  with similar  instruments.  Due to the short-term  floating rates on
lending receivables, book values are assumed to approximate fair values.

Due and deferred from receivable sales, net
The fair value of  interest-only  strip  receivables  is derived by  discounting
expected cash flows using current market rates.

Debt
The fair value of debt is  determined by using quoted market prices for the same
or similar  issues,  if available,  or based on the current rates offered to the
Company for debt with similar remaining  maturities.  Commercial  paper,  master
notes  and  demand  notes  have an  original  term of less  than 270  days  and,
therefore, the carrying amount of these liabilities is considered to approximate
fair value.

Commitments to originate/purchase mortgages/securities
The fair value of commitments is estimated  using published  market  information
associated with commitments to sell similar instruments.

Commitments to sell mortgages/securities
The fair value of commitments is estimated  using published  market  information
associated with similar instruments.

Unused mortgage lending commitments
The fair value of these  commitments  is considered in the overall  valuation of
the underlying assets with which they are associated.

Unused revolving credit lines
The unused portion of revolving  lines of credit will  approximate  market value
since they reprice at prevailing market rates.

Interest rate instruments
The notional  balances of interest rate instruments  include interest rate swaps
of $47.9 billion and $36.3  billion;  options of $17.9 billion and $8.7 billion;
caps and floors of $16.5  billion  and $18.0  billion;  and  mortgage  servicing
rights hedges of $2.8 billion and $0.3  billion,  at December 31, 2000 and 1999,
respectively.

The fair value of the existing  interest rate swaps is estimated by  discounting
expected  cash flows  using  quoted  market  interest  rates.  The fair value of
written and purchased  options is estimated  using  broker/dealer  quoted market
prices. The fair value of mortgage-related interest rate swaps, caps and written
and purchased options is based upon broker/dealer quoted market prices.

Foreign currency instruments
The estimated fair value of the foreign currency swaps is derived by discounting
expected cash flows using market  exchange  rates over the remaining term of the
agreement.

Mortgage-related futures
The fair value of futures  contracts  is  determined  based upon  quoted  market
prices.



                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14.  FAIR VALUE OF FINANCIAL INSTRUMENTS (concluded)

Credit Risk
These  aforementioned  instruments  contain  an element of risk in the event the
counterparties  are  unable to meet the terms of the  agreements.  However,  the
Company  minimizes  the risk  exposure by limiting the  counterparties  to those
major banks and financial  institutions who meet established  credit guidelines.
Management also reduces its credit risk for unused lines of credit it extends by
applying the same credit policies in making commitments as it does for extending
loans. Management does not expect any counterparty to default on its obligations
and, therefore,  does not expect to incur any loss due to counterparty  default.
The  Company  does  not  require  or  place   collateral  for  these   financial
instruments, except for the lines of credit it extends.

Concentrations of Credit Risk
The Company's  primary business is to provide vehicle  financing for GM products
to GM dealers and their customers.  Wholesale and dealer loan financing  relates
primarily to GM dealers,  with collateral  primarily GM vehicles (for wholesale)
and GM dealership  property (for loans). For wholesale  financing,  GMAC is also
provided further protection by GM factory repurchase programs.  Retail contracts
and  operating  lease  assets  relate  primarily  to the secured sale and lease,
respectively, of vehicles (primarily GM).

In terms of geographic  concentrations  as of December 31, 2000, 78.9% of GMAC's
consolidated  automotive  servicing assets were U.S. based;  9.2% were in Europe
(of which 32.4% reside in Germany and 23.9% reside in the United Kingdom);  9.2%
were in Canada; 1.3% were in Asia-Pacific (of which Australia represents 85.3%);
and  1.4%  were  in  Latin  America.  The  majority  of  the  Company's  finance
receivables are geographically diversified throughout the United States.




                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15.  SEGMENT INFORMATION

Operating  segments  are  defined as  components  of an  enterprise  about which
separate financial  information is available that is evaluated  regularly by the
chief  operating  decision  makers in deciding how to allocate  resources and in
assessing performance.

Financial results for GMAC's operating segments are summarized below:

Operating Segments:
- -------------------
(in millions of dollars)


                                                                                               Eliminations/
                                   GMAC-NAO        GMAC-IO        GMACI          GMACMG     Reclassifications      Total
                               ---------------  ------------   -----------    -----------   -----------------   -----------
2000
                                                                                               
Total assets                     $141,453.8        $18,013.1      $7,183.7       $22,557.1    $(20,797.6)        $168,410.1

Net  financing revenue
                                    1,041.9            977.3          --              --            13.3            2,032.5

Other revenue                       2,545.2            242.4       2,470.8         2,948.8         (39.5)           8,167.7

Tax expense                           539.6            114.5          92.2           208.0          --                954.3

Net income                            850.6            204.1         220.0           327.4          --              1,602.1

1999
Total assets                     $123,345.3        $18,114.6      $7,107.4       $18,398.2    $(18,176.3)        $148,789.2

Net  financing revenue
                                    1,413.6            905.4          --              --            41.0            2,360.0

Other revenue                       1,792.2             93.0       2,324.0         2,290.6         (59.7)           6,440.1

Tax expense                           566.8            136.3          79.5           177.6          --                960.2

Net income                            861.4            195.5         209.9           260.5          --              1,527.3

1998
Total assets                     $108,266.9        $17,040.1      $7,265.5       $19,093.1    $(19,905.2)        $131,760.4

Net  financing revenue
                                    1,403.6            824.6          --              --            23.2            2,251.4

Other revenue                       1,396.3             48.0       2,382.1         1,389.0         (32.2)           5,183.2

Tax expense                           344.5            117.7          80.1            69.4          --                611.7

Net income                            753.5            230.9         225.9           115.0          --              1,325.3








                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15.  SEGMENT INFORMATION (concluded)

Information concerning principal geographic areas was as follows:

Geographic Information:

(in millions of dollars)


                                                                 All Other
                                             United States       Countries        Total
                                             -------------      -----------    -----------
 2000
                                                                       
Net financing revenue and other revenue          $ 8,289.9        $ 1,910.3     $ 10,200.2

Long-lived assets (1)                             27,213.3          6,539.3       33,752.6

1999
Net financing revenue and other revenue          $ 7,210.9        $ 1,589.2      $ 8,800.1

Long-lived assets (1)                             26,529.0          7,111.8       33,640.8

1998
Net financing revenue and other revenue          $ 6,106.2        $ 1,328.4      $ 7,434.6

Long-lived assets (1)                             21,961.8          7,217.5       29,179.3

(1) Primarily consists of net operating leases, goodwill and net property and equipment.



NOTE 16.  COMMITMENTS AND CONTINGENT LIABILITIES

Minimum future  commitments under operating leases having  noncancellable  lease
terms in excess of one year,  primarily for real  property,  aggregating  $515.7
million,  are  payable  $119.6  million in 2001;  $99.6  million in 2002;  $79.1
million in 2003;  $60.0  million  in 2004;  $42.3  million  in 2005;  and $115.1
million in 2006 and thereafter. Certain of the leases contain escalation clauses
and renewal or purchase  options.  Rental expenses under  operating  leases were
$237.5  million,  $232.5  million  and $188.1  million  in 2000,  1999 and 1998,
respectively.

The Company  and certain  subsidiaries  of GMACI and GMACMG  have  entered  into
multiple agreements under which Electronic Data Systems  Corporation  ("EDS"), a
former  subsidiary  of  GM,  will  continue  to be  the  principal  provider  of
information technology services through 2002.

GMAC is subject to potential liability under government  regulations and various
claims and legal actions which are pending or may be asserted against them. Some
of the pending  actions  purport to be class  actions.  The  aggregate  ultimate
liability of GMAC under these government  regulations and under these claims and
actions,  was not  determinable  at December 31,  2000.  After  discussion  with
counsel,  it is the opinion of management that such liability is not expected to
have  a  material  adverse  effect  on  the  Company's   consolidated  financial
condition, results of operations or cash flows.



SUPPLEMENTARY FINANCIAL DATA

SUMMARY OF CONSOLIDATED QUARTERLY EARNINGS (UNAUDITED)




                                                                 2000 Quarters
                                         -------------------------------------------------------------
                                             First            Second            Third        Fourth
                                         --------------     -----------      -----------   -----------
                                                        (in millions of dollars)
                                                                                  
Total financing revenue                      $3,779.4          $3,827.9         $3,906.7      $3,979.4
Interest and discount expense                 1,909.6           2,027.3          2,158.5       2,199.3
Net financing revenue and other income        2,380.9           2,445.8          2,645.5       2,728.0
Provision for credit losses                     107.4             130.3            135.3         178.6
Net income                                      397.3             395.1            401.0         408.7



                                                                1999 Quarters
                                         -----------------------------------------------------------
                                             First            Second          Third         Fourth
                                         --------------     -----------    -----------   -----------
                                                         (in millions of dollars)
Total financing revenue                      $3,277.1          $3,361.2       $3,480.0      $3,659.6
Interest and discount expense                 1,512.9           1,538.0        1,666.9       1,808.4
Net financing revenue and other income        2,124.6           2,199.4        2,309.7       2,166.4
Provision for credit losses                     119.3             110.4           97.8          76.3
Net income                                      392.3             391.1          392.3         351.6






                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)(1)                FINANCIAL STATEMENTS.
                        Included in Part II, Item 8 of Form 10-K.

(a)(2)                FINANCIAL STATEMENT SCHEDULES.
                      All   schedules   have  been  omitted   because  they  are
inapplicable  or because the  information  called for is shown in the  financial
statements or notes thereto.


                                                                                    Page
                                                                                    ----
(a)(3)    EXHIBITS    (Included in Part IV of this report).

           12        Statement of Ratio of Earnings to Fixed
                                                                   
                     Charges for the years 2000, 1999, 1998, 1997 and 1996.          68

          23.1       Consent of Independent Auditors.                                69


(b)       REPORTS ON FORM 8-K.

          The Company filed Forms 8-K on October 12, 2000,  January 17, 2001 and
          February 8, 2001 reporting matters under Item 5, Other Events.









Items 4, 9, 10, 11, 12 and 13 are inapplicable and have been omitted.






                                   SIGNATURES

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

                                         General Motors Acceptance Corporation
                                         -------------------------------------
                                                   (Registrant)

                                         By   s/ JOHN D. FINNEGAN
                                              ---------------------------------
Date: March 5, 2001                     (John D. Finnegan, Chairman of the Board
- -------------------                       and President)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on the 5th day of March, 2001, by the following persons on
behalf of the Registrant and in the capacities indicated.



Signature                                                             Title



s\ JOHN D. FINNEGAN
- --------------------------
                         
(John D. Finnegan)                            Chairman of the Board of Directors and President


s\ WILLIAM F. MUIR
- --------------------------
(William F. Muir)                             Executive Vice President and Chief Financial Officer and Director
                                              (Signing as Principal Financial Officer)


s\ GERALD E. GROSS
- --------------------------
(Gerald E. Gross)                             Comptroller
                                              (Signing as Principal Accounting Officer)


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



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



s\ JOHN M. DEVINE
- --------------------------
(John M. Devine)                              Director



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






                             SIGNATURES (concluded)

      Signature                               Title



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



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



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



s\ G. RICHARD WAGONER, JR.
- --------------------------
(G. Richard Wagoner, Jr.)                     Director



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










                                  EXHIBIT INDEX

 Exhibit Number            Exhibit Name
 --------------        ------------------------------------------------------

       12              Ratio of Earnings to Fixed Charges

      23.1             Consent of Independent Auditors, Deloitte & Touche LLP







                                   EXHIBIT 12

                      GENERAL MOTORS ACCEPTANCE CORPORATION

                       RATIO OF EARNINGS TO FIXED CHARGES




                                                    2000         1999          1998         1997        1996
                                                   ------       -------       -------      -------     -------

                                                                                       
Consolidated net income                          $  1,602.1    $ 1,527.3    $ 1,325.3    $ 1,301.1    $ 1,240.5
Provision for income taxes                            954.3        960.2        611.7        912.9        837.2
                                                 ----------    ---------    ---------    ---------    ---------
Consolidated income before income taxes             2,556.4      2,487.5      1,937.0      2,214.0      2,077.7
                                                 ----------    ---------    ---------    ---------    ---------

Fixed charges
 Interest, debt, discount and expense               8,294.7      6,526.2      5,786.9      5,255.5      4,937.5
 Portion of rentals representative of the
  Interest factor                                     105.2         97.7         79.1         69.8         77.8
                                                 ----------    ---------    ---------    ---------    ---------
Total fixed charges                                 8,399.9      6,623.9      5,866.0      5,325.3      5,015.3
                                                 ----------    ---------    ---------    ---------    ---------

Earnings available for fixed charges             $ 10,956.3    $ 9,111.4    $ 7,803.0    $ 7,539.3    $ 7,093.0
                                                 ==========    =========    =========    =========    =========

Ratio of earnings to fixed charges                    1.30         1.38         1.33         1.42         1.41
                                                 ==========    =========    =========    =========    =========






                                                                     EXHIBIT 23.
                          INDEPENDENT AUDITORS' CONSENT


We consent to the  incorporation  by reference  of our report dated  January 17,
2001,  appearing in this Annual Report on Form 10-K of General Motors Acceptance
Corporation for the year ended December 31, 2000, in the following  registration
statements:



        Registration
Form    Statement No            Description
- -----   ------------   ---------------------------------------------------------

               
 S-3       333-33652    $8,000,000,000 General Motors Acceptance Corporation
                        Variable Denomination  Adjustable Rate Demand Notes

 S-3       333-55440    $25,000,000,000 General Motors Acceptance Corporation
                        Medium Term Notes

 S-3       333-84309    $5,000,000,000 General Motors Acceptance Corporation
                        SmartNotes

 S-3       333-32650    $20,000,000,000 General Motors Acceptance Corporation
                        Debt Securities and Warrants to Purchase Debt Securities



s/ DELOITTE & TOUCHE LLP

   DELOITTE & TOUCHE LLP

Detroit, Michigan

March 5, 2001