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


                                    FORM 10-Q


(Mark One)
 X  QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
- --- 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001, 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
                                                 ------


                      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, Michigan                                 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  H(1) (a)
and (b) of Form  10-Q  and is  therefore  filing  this  Form  with  the  reduced
disclosure format.

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

As of  September  30,  2001,  there were  outstanding  10 shares of the issuer's
common stock.

Documents incorporated by reference.  None.
                                      -----
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This  quarterly  report,  filed pursuant to Rule 13a-13 of the General Rules and
Regulations under the Securities Exchange Act of 1934, consists of the following
information as specified in Form 10-Q:


                          PART 1. FINANCIAL INFORMATION


The  required  information  is  given  as  to  the  registrant,  General  Motors
Acceptance Corporation and subsidiaries (the Company or GMAC).


ITEM 1.  FINANCIAL STATEMENTS

          In the opinion of management, the interim financial statements reflect
          all  adjustments,  consisting of only normal recurring items which are
          necessary  for a fair  presentation  of the  results  for the  interim
          periods  presented.  The results for interim periods are unaudited and
          are not  necessarily  indicative  of results which may be expected for
          any  other  interim  period  or for the  full  year.  These  financial
          statements  should  be  read  in  conjunction  with  the  consolidated
          financial  statements,  the significant  accounting policies,  and the
          other notes to the consolidated  financial  statements included in the
          Company's  2000 Annual Report filed with the  Securities  and Exchange
          Commission on Form 10-K.

          The  financial  statements  described  below are  submitted  herein as
          Exhibit 20.

          1.   Consolidated  Balance Sheet,  September 30, 2001 and December 31,
               2000.

          2.   Consolidated  Statement of Income, Net Income Retained for Use in
               the Business and  Comprehensive  Income for the Third Quarter and
               Nine Months Ended September 30, 2001 and 2000.

          3.   Consolidated  Statement  of Cash Flows for the Nine Months  Ended
               September 30, 2001 and 2000.

          4.   Notes to Consolidated Financial Statements.




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

OVERVIEW

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 the 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  corporation  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 have operations in Mexico, Japan, Europe and Canada.

BUSINESS SEGMENT EARNINGS

GMAC earned  consolidated net income of $437.0 million,  up 9.0% from the $401.0
million earned in the third quarter of 2000.  These earnings  represent a record
third  quarter  for  GMAC.  Net  income  for the first  nine  months of 2001 was
$1,351.4 million, up 13.2% from the $1,193.4 million reported in the same period
a year ago.



                                                          Period Ended September 30,
                                               ----------------------------------------------
                                                  Third Quarter               Nine Months
                                               -------------------       --------------------
                                                2001        2000            2001       2000
                                               --------   --------       --------    --------
                                                         (in millions of dollars)
                                                                         
Automotive and other financing operations      $  310.0   $  272.4       $1,004.4    $  812.5
Insurance operations *                             48.6       50.3          124.0       169.9
Mortgage operations**                              78.4       78.3          223.0       211.0
                                               ---------  --------       --------   ---------
Consolidated net income                        $  437.0   $  401.0       $1,351.4    $1,193.4
                                               ========   ========       ========   =========

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



For the  quarter,  net income from  automotive  and other  financing  operations
totaled  $310.0  million,  up 13.8% from the $272.4  million  earned in the same
period of 2000.  The strong results can be attributed to higher asset levels and
the  positive  impact  of lower  short-term  interest  rates,  which  were  only
partially offset by higher credit losses and lower off-lease residual values.

Insurance  operations generated net income of $48.6 million in the third quarter
of 2001,  down 3.4% from the $50.3 million  earned in the third quarter of 2000.
Improved underwriting results were offset by lower investment income and capital
gains reflecting general weakness in the equity markets.

Mortgage operations earned $78.4 million in the third quarter of 2001, virtually
unchanged from the same period last year.  Origination volume in the residential
mortgage  sector grew at a record pace but the related  increase in earnings was
largely offset by the impairment  charges recorded on mortgage  servicing rights
due to higher levels of mortgage  prepayments  and the  revaluation  of retained
interest securities from securitizations.



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

AUTOMOTIVE AND OTHER FINANCING OPERATIONS

Financing  revenue totaled $3,658.4  million and $11,318.2  million in the third
quarter  and first  nine  months of 2001,  respectively,  compared  to  $3,906.7
million and $11,514.0 million for the comparable  periods in 2000. The decreases
were mainly due to a decline in asset earning rates during 2001.

Annualized  net retail  losses  were 0.69% and 0.70% of total  average  serviced
automotive  receivables  during the third quarter and first nine months of 2001,
respectively,  compared to 0.60% and 0.58% for the same periods  last year.  The
increase was primarily due to the deterioration in economic  conditions in North
America.  The provision for credit  losses,  most of which relates to automotive
finance  receivables,  totaled  $280.0  million and $815.7 million for the third
quarter and nine months  ended  September  30, 2001,  respectively,  compared to
$135.3  million and $373.0  million for the third  quarter and nine months ended
September  30,  2000,  respectively.  Higher  outstanding  finance  receivables,
increased commercial loan loss reserves,  along with increased net losses due to
the  deterioration  in economic  conditions  contributed  to the increase in the
provision for credit losses.

United States New Passenger Car and Truck Deliveries

U.S.  deliveries of new GM vehicles  during the third quarter and the first nine
months of 2001 were  lower  compared  to the  comparable  periods  in 2000.  The
decrease in financing  penetration  in the third quarter and nine months of 2001
was primarily the result of a reduction in GM-sponsored leasing incentives.



                                                                   Period Ended September 30,
                                                            ----------------------------------------
                                                              Third Quarter           Nine Months
                                                            ----------------------------------------
                                                              2001     2000          2001     2000
                                                            -------  --------      -------  --------
                                                                  (In millions of units sold)

                                                                                  
Industry                                                       4.2      4.6          13.0     13.9
General Motors                                                 1.2      1.2           3.6      3.9

New GM vehicle deliveries financed by GMAC
  Retail (installment sale contracts and operating leases)    40.1%    40.6%         41.1%    43.7%
  Fleet transactions (lease financing)                         1.2%     1.4%          1.8%     1.6%
Total                                                         32.2%    32.2%         32.7%    34.5%




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

Financing Volume

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

                                                Period Ended September 30,
                                          --------------------------------------
                                           Third Quarter         Nine Months
                                          ---------------     ------------------
                                           2001     2000       2001       2000
                                         ------   ------     -------    -------
                                                 (in thousands of units)
United States
  Retail installment sale contracts         269      242         810        739
  Operating leases                           99      153         355        582
  Leasing                                     4        5          18         18
                                         ------   ------     -------    -------
New deliveries financed                     372      400       1,183      1,339
                                         ======   ======     =======    =======

Other Countries
  Retail installment sale contracts         136      135         362        374
  Operating leases                           67       62         205        202
  Leasing                                    12       11          37         43
                                         ------   ------     -------    -------
New deliveries financed                     215      208         604        619
                                         ======   ======     =======    =======

Worldwide
  Retail installment sale contracts         405      377       1,172      1,113
  Operating leases                          166      215         560        784
  Leasing                                    16       16          55         61
                                         ------   ------     -------    -------
New deliveries financed                     587      608       1,787      1,958
                                         ======   ======     =======    =======

The number of new  vehicles  financed in the U.S.  during the third  quarter and
first  nine  months  of 2001 was  lower  than the  comparable  periods  in 2000,
primarily  as a result of a decline in the number of  vehicles  produced  in the
industry.  Additionally,  the  increase  in  retail  units and the  decrease  in
operating lease units can be attributed to a shift from lease incentive programs
to special rate retail finance and other programs sponsored by GM.

GMAC also provides  wholesale  financing for GM and other  dealers' new and used
vehicle inventories.  In the United States, inventory financing was provided for
850,000 and  2,516,000  new GM vehicles  during the third quarter and first nine
months  of 2001,  respectively,  compared  with  826,000  and  2,696,000  new GM
vehicles  during the  respective  periods in 2000.  GMAC's  wholesale  financing
represented  75.9% of all GM vehicle sales to U.S. dealers during the first nine
months of 2001, up from 70.3% for the comparable period a year ago. The increase
in  wholesale   penetration  levels  was  attributable  to  continued  marketing
initiatives and competitive pricing strategies offered by the Company.

CONSOLIDATED INCOME AND EXPENSES

The Company's worldwide cost of borrowing, including the effects of derivatives,
for the third  quarter and first nine months of 2001  averaged  5.19% and 5.84%,
respectively,  compared to 6.71% and 6.43% for the same  periods in 2000.  Total
borrowing  costs  for U.S.  operations  averaged  5.04%  and 5.80% for the third
quarter and first nine months of 2001, respectively, compared to 6.84% and 6.57%
for the third quarter and first nine months of 2000, respectively.  The decrease
in average  borrowing  costs was  mainly a result of a  continued  reduction  in
short-term market rates during the year.



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

CONSOLIDATED INCOME AND EXPENSES (concluded)

Other income totaled  $659.5 million and $2,217.9  million for the third quarter
and nine months  ended  September  30,  2001,  respectively,  compared to $635.4
million  and  $1,739.5   million  during  the  comparable   2000  periods.   The
year-to-year  increase was mainly  attributable to increased  securitization  of
retail and wholesale receivables.

Consolidated  salaries and benefits  totaled $522.1 million and $1,541.1 million
for the third quarter and first nine months of 2001,  respectively,  compared to
$474.4 million and $1,397.0  million for the  comparable  periods last year. The
increase was mainly  attributable to continued  growth and  acquisitions at GMAC
and GMACMG during 2000 and 2001.

Consolidated  amortization  of  intangibles  totaled  $322.1  million and $848.0
million  for the third  quarter  and first  nine  months of 2001,  respectively,
compared to $163.2 million and $468.0  million for the  comparable  periods last
year.  The  increase was mainly a result of  increases  in the  amortization  of
mortgage  servicing  rights  as  well  as an  increase  in the  amortization  of
goodwill.   Increased  mortgage  servicing  rights  amortization  resulted  from
impairment  charges recorded related to the declining  interest rate environment
and the corresponding refinance activity in the marketplace. The increase in the
amortization  of goodwill was due to continued  acquisitions  at GMAC and GMACMG
during 2000 and 2001.

Other  operating  expenses  totaled $926.6 million and $2,849.1  million for the
third  quarter and first nine months of 2001,  respectively,  compared to $833.5
million and $2,206.6 million for the comparable  periods last year. The increase
was primarily due to continued growth and acquisitions at GMAC and GMACMG.

The  effective  income  tax rate for the third  quarter  and nine  months  ended
September  30,  2001 was 37.8% and 36.7%,  respectively,  compared  to 38.0% and
37.4% for the third quarter and nine months ended  September 30, 2000. The lower
effective  tax rate for the third  quarter and nine months ended  September  30,
2001 was  primarily a result of reductions  in Canadian  federal and  provincial
income tax rates.

INSURANCE OPERATIONS

Net premiums  earned by GMACI and its  subsidiaries  totaled  $492.5 million and
$1,497.2 million for the third quarter and nine months ended September 30, 2001,
respectively,  compared  to $486.2  million  and  $1,414.3  million for the same
periods  during  2000.  The  increase  for the  quarter  was a result  of strong
extended  service  contract  revenue  growth in both the U.S.  and Canada.  On a
year-to-date  basis,  the increase was primarily a result of expanding  customer
relationships in assumed reinsurance and commercial auto coverages.

Pre-tax  capital gains and  investment  and other income at GMACI totaled $150.4
million and $441.2  million for the third quarter and first nine months of 2001,
compared to $135.3 million and $440.6 million for the same periods in 2000. On a
year-to-date  basis,  higher other income,  comprised mostly of service contract
earned revenue, was partially offset by lower capital gains,  reflecting general
weakness in the equity markets.

Insurance  losses  and loss  adjustment  expenses  totaled  $430.8  million  and
$1,304.7 million during the third quarter and nine months of 2001, respectively,
compared to $392.0 and $1,122.1 million for the comparable  periods in 2000. The
increase in 2001 was due to higher personal lines losses across all products and
adverse weather-related losses in the wholesale program.



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

INSURANCE OPERATIONS (concluded)

Net income was $48.6  million and $124.0  million for the third quarter and nine
months ended  September  30, 2001,  respectively,  compared to $50.3 million and
$169.9  million for the same periods in 2000.  Net income for the third  quarter
2001 reflected an improvement in underwriting  offset by lower investment income
and  capital  gains.  Earnings  for the nine  months  ended  September  30, 2001
declined due primarily to lower capital gains.

MORTGAGE OPERATIONS

Mortgage  revenue totaled  $1,305.4  million and $3,876.9  million for the third
quarter  and first  nine  months of 2001,  respectively,  compared  to  $1,038.6
million and $2,775.4  million for the comparable  periods in 2000. The growth in
revenue was primarily  attributable to  significantly  stronger lending volumes,
loan originations and an increase in the servicing portfolio. Revenue growth was
due to significant  re-financing activity,  which was a result of the decline in
interest  rates  observed  during the first nine  months of 2001.  In  addition,
multiple acquisitions, including GMACMG's acquisition of Nippon Asset Management
in Japan in the second quarter of 2000, have increased revenues from other lines
of business.

During  the  third   quarter  and  first  nine  months  of  2001,   GMACMG  loan
originations,  mortgage  servicing  acquisitions and  correspondent  loan volume
totaled  $47.7  billion  and $115.6  billion,  respectively,  compared  to $18.5
billion  and $49.1  billion for the same  periods in 2000.  The  increases  were
attributed to higher levels of loan production and securitizations. The combined
GMACMG servicing portfolio, excluding GMAC term loans to dealers, totaled $383.3
billion at September 30, 2001, compared with $336.2 billion serviced at December
31,  2000.  The  increase  over  year-end was  primarily  due to increased  loan
production in the declining interest rate environment.

Net income was $78.4  million and $223.0  million for the third quarter and nine
months ended  September  30, 2001,  respectively,  compared to $78.3 million and
$211.0  million  for  the  same  periods  in  2000.  Origination  volume  in the
residential  mortgage  sector grew at a record pace but the related  increase in
earnings  was  largely  offset by the  impairment  charges  recorded on mortgage
servicing  rights  due  to  higher  levels  of  mortgage   prepayments  and  the
revaluation of retained interest securities from  securitizations.  As a result,
net income for the third quarters of 2001 and 2000 was virtually unchanged.  The
increase in net income for the nine months ended  September 30, 2001 compared to
the same period in 2000 was attributed to higher loan originations and increased
sales and securitization activity.

Continuing from the first quarter of 2001,  interest  rates,  including those on
originated  loans for fifteen and thirty-year  residential  mortgages  declined.
This activity  increased  actual and  potential  mortgage  refinancing  activity
resulting  in a reduction  in the  expected  future cash flows that  support the
carrying  value of the mortgage  servicing  rights.  As a result,  for the third
quarter and nine months ended September 30, 2001, the Company recorded after-tax
impairment charges of $90.3 million and $161.2 million, respectively. Subsequent
to September 30, 2001,  mortgage  rates continue to remain at  historically  low
levels and prepayment activity continues at a pace similar to the third quarter.
In the event  that the hedge  positions  prove to be not  fully  effective,  the
Company may experience further impairment losses.


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

 MORTGAGE OPERATIONS (concluded)

The Company estimates the fair value of its mortgage servicing rights based upon
assumptions that market participants would use. Typically, those assumptions are
derived  from similar  transactions  which occur in the  marketplace.  Continued
industry  consolidation  and other factors have led to a substantial  decline in
relevant  market  transactions  for  certain   residential   mortgage  products,
particularly  since  April 2001.  In  assessing  the fair value of its  mortgage
servicing  rights,  the  Company  relies in part on its own  mortgage  servicing
rights cash flow  history for certain  assumptions  and  continues to use market
driven earning rates, discounting factors and prepayment models.

On August 22, 2001, GMAC Residential Holding Corp., a wholly-owned subsidiary of
GMAC Mortgage Group,  announced that its wholly-owned  subsidiary,  GMAC Bank, a
federal   savings  bank,   received  its  charter  from  the  Office  of  Thrift
Supervision.  GMAC Bank will offer or make  available  a variety of banking  and
personal financial services  products.  Along with deposit offerings,  GMAC Bank
intends to originate and purchase  mortgage  loans, as well as home equity loans
and  lines of  credit.  As of the  date of this  filing,  GMAC  Bank has met all
regulatory capital requirements.

In the third  quarter,  GMAC  Commercial  Holding  Corporation,  a  wholly-owned
subsidiary of the GMAC Mortgage  Group,  provided a $563 million first  mortgage
loan  secured by a  leasehold  interest  in four  properties  in the World Trade
Center  complex  (the Twin  Towers and Four and Five World  Trade  Center).  The
mortgage  loan was  securitized,  and $483  million  of the  bonds  were sold to
investors.  GMAC  Commercial  Holding  Corporation  retained  $80 million of the
bonds. The insurance, as required in connection with GMAC's financing,  does not
exclude coverage for acts of terrorism. The insurance is from a consortium of 22
large and  well-rated  insurers.  As a result,  the  Company  believes  that its
exposure will be recoverable under the insurance policy.

FINANCIAL CONDITION AND LIQUIDITY

At  September  30,  2001,  the  Company  owned  assets and  serviced  automotive
receivables totaling $205.5 billion,  $19.8 billion above December 31, 2000. The
increase over year-end was  principally the result of increases in cash and cash
equivalents,  serviced retail receivables,  real estate mortgages held for sale,
other  assets,   commercial  and  other  loan   receivables,   mortgage  lending
receivables  and due and deferred from  receivable  sales.  These increases were
partially offset by a decline in serviced wholesale receivables, operating lease
assets, receivables due from GM, mortgage loans held for investment and factored
receivables.

Finance receivables serviced by the Company, including sold receivables, totaled
$117.7  billion at September  30, 2001,  $5.2  billion  above  December 31, 2000
levels.  The  increase  was  primarily  a result of a $7.5  billion  increase in
serviced retail  receivables and a $1.3 billion increase in commercial and other
loan  receivables,  partially  offset  by a $3.4  billion  decline  in  serviced
wholesale  receivables.  GM-sponsored retail financing incentives contributed to
the growth 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 GMAC Commercial  Credit LLC and GMAC Business Credit
LLC. The decrease in serviced  wholesale  receivables  was due to reduced dealer
inventory  levels at September 30, 2001 compared to December 31, 2000.  However,
the  on-balance  sheet  finance  receivables  decreased  from  $93.0  billion at
December 31, 2000 to $90.6  billion at September  30, 2001  primarily  due to an
increase in securitization activity.

Cash and cash equivalents at September 30, 2001 totaled $10.5 billion,  compared
with $1.1 billion at December 31, 2000. The increase was primarily  attributable
to increased term funding activity during the period.



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

FINANCIAL CONDITION AND LIQUIDITY (continued)

The real estate  mortgage  inventory  held for sale amounted to $10.1 billion at
September 30, 2001,  $4.3 billion above  December 31, 2000. The increase was due
to higher loan  originations  throughout  2001 in the  declining  interest  rate
environment.

Other assets at September  30, 2001 totaled $16.3  billion,  compared with $12.0
billion  at  December  31,  2000.  Of  the  total  increase,  $2.5  billion  was
attributable  to the adoption of Statement  of  Financial  Accounting  Standards
(SFAS) No. 133,  Accounting for Derivative  Instruments and Hedging  Activities,
which  requires GMAC to reflect the fair market value of its  derivatives on the
balance sheet.  Additionally,  other mortgage-related assets, which are included
in other assets,  totaled $4.7 billion at September 30, 2001, $1.1 billion above
December 31, 2000. The increase in other  mortgage-related  assets was primarily
due to acquisitions at GMACMG, increased broker-dealer  receivables and mortgage
related subordinate loan participations.

Mortgage lending  receivables totaled $3.4 billion and $3.0 billion at September
30, 2001 and  December  31,  2000,  respectively.  The  increase  was due to the
acquisition of the warehouse lending operations of GE Capital Mortgage Services,
Inc. in August 2001.

The Company's due and deferred from receivable  sales (net) totaled $1.6 billion
and $1.2 billion at September 30, 2001 and December 31, 2000, respectively.  The
increase  over  year-end was mainly due to an increase in cash deposits held for
trusts and  interest-only  strip  receivables due to three retail receivable and
two wholesale receivable securitization transactions.

Consolidated operating lease assets, net of depreciation,  totaled $26.3 billion
at September  30, 2001,  reflecting a decrease of $3.0 billion from December 31,
2000. The decrease was primarily  attributable  to a shift from lease  incentive
programs to special rate retail finance programs sponsored by GM.

Notes  receivable from GM totaled $4.8 billion and $5.4 billion at September 30,
2001 and December 31, 2000, respectively.  The decrease was mainly a result of a
$0.5  billion  decrease in a $2.0 billion  revolving  line of credit that GM has
available with GMAC.

Mortgage  loans held for  investment  totaled  $1.4  billion and $1.9 billion at
September  30,  2001 and  December  31,  2000,  respectively.  The  decline  was
primarily attributed to maturing  construction loans which were transferred from
held to maturity to held for sale.

Factored receivables totaled $1.8 billion and $2.3 billion at September 30, 2001
and December 31, 2000,  respectively.  The decrease was a result of a decline in
client factored sales volume during 2001.

As of September 30, 2001, GMAC's total borrowings were $143.2 billion,  compared
with $133.4 billion at December 31, 2000. The increased  borrowings were used to
fund  higher  asset  levels.   GMAC's  ratio  of  consolidated   debt  to  total
stockholder's equity at both September 30, 2001 and December 31, 2000 was 9.5:1.

Net  unrealized  losses on derivatives  for the nine months ended  September 30,
2001, of $218.6 million (including $52.6 million transition  adjustment) was due
to the  adoption of SFAS No. 133 by the Company on January 1, 2001.  This amount
represents  the effective  portion of changes in the fair value of the Company's
derivatives that are designated as cash flow hedges as well as unrealized losses
on terminated cash flow hedges.


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

FINANCIAL CONDITION AND LIQUIDITY (continued)

The  Company and its  subsidiaries  maintain  substantial  bank lines of credit,
which totaled $50.3 billion at September 30, 2001,  compared to $48.1 billion at
year-end  2000.  The unused  portion of these  credit  lines  increased  by $0.5
billion from December 31, 2000 to $38.9 billion at September 30, 2001.  Included
in the unused credit lines at September  30, 2001 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., $1.0 billion is available to GMAC (UK)
plc and $0.9  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 2001, GMAC renewed the syndicated  multi-currency global facility, which
includes  terms of five years on one-half of the facility (due to expire in June
2006) and a 364-day  term with a one year  term-out  option.  It was modified to
permit the  Company,  at its  discretion,  to  transfer up to  approximately  $6
billion of the banks'  364-day  commitments  to the  liquidity  and  receivables
facility for NCAT.  Additionally,  there is a leverage covenant  restricting the
ratio of  consolidated  debt to total  stockholder's  equity to no greater  than
11.0:1 under certain  conditions.  This covenant is only  applicable on the last
day of any fiscal  quarter  (other than the fiscal quarter during which a change
in  rating  occurs)  during  such  times as the  Company  has  senior  unsecured
long-term debt outstanding, without third-party enhancement, which is rated BBB+
or less by S&P or Baa1 or less by Moody's.  Those  conditions  are in effect now
but were not in effect during the quarter ended September 30, 2001.

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 November 8, 2001,  all of the ratings  assigned were within the investment
grade category.


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

Fitch, Inc.                                A-           F-2
Moody's Investor's Service, Inc.           A2         Prime-1
Standard & Poor's Ratings Services        BBB+          A-2




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

FINANCIAL CONDITION AND LIQUIDITY (concluded)

Fitch, Inc. ("Fitch") has assigned ratings of A- and F-2 to the Company's senior
debt and commercial paper,  respectively.  The A- rating is assigned by Fitch to
bonds  considered to be very good credit  quality with the obligor's  ability to
pay interest and repay  principal  considered to be very good. The F-2 rating is
assigned  to  short-term  issues  which  possess  a good  credit  quality  based
primarily on the existence of liquidity  necessary to meet the  obligations in a
timely manner.  In October 2001,  Fitch downgraded the senior debt rating from A
to A- and  downgraded  the  commercial  paper  rating to F-2.  The rating  watch
negative was removed and the rating outlook was revised to negative.

Moody's Investors Service,  Inc.  ("Moody's") has assigned a rating of A2 to the
Company's senior debt,  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,  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.  On April 6, 2001,  Moody's
Investors  Service,  while affirming its ratings on GMAC, revised its outlook on
the rating from stable to negative.

Standard & Poor's Ratings Services,  a division of McGraw-Hill  Companies,  Inc.
("S&P") has assigned a rating of BBB+ to the  Company's  senior  debt.  The BBB+
rating is assigned to bonds considered to have adequate capacity to pay interest
and repay  principal.  The Company's  commercial  paper has received a rating of
A-2,  indicating an adequate  capacity for timely payment.  In October 2001, S&P
downgraded  these  senior  debt and  commercial  paper  ratings  from A and A-1,
respectively.  All ratings were removed from credit watch and the rating outlook
is now stable.

As of  November  8, 2001,  GMAC is not under  review by any of the above  rating
agencies.


ACCOUNTING STANDARDS

In September 2000, the Financial  Accounting  Standards Board (FASB) issued SFAS
No.  140,  Accounting  for  Transfers  and  Servicing  of  Financial  Assets and
Extinguishments of Liabilities,  which superceded similarly titled SFAS No. 125.
GMAC adopted the disclosure provisions of the standard related to securitization
of financial  assets on December 31, 2000. On April 1, 2001, the Company adopted
the accounting provisions of this standard related to transfers and servicing of
financial assets and  extinguishments  of liabilities  occurring after March 31,
2001. The effect of adopting the accounting  provisions of this new standard was
not  material  to  the  Company's  financial  statements.  Consistent  with  the
provisions  of the  standard,  prior  year  financial  statements  have not been
restated.



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

ACCOUNTING STANDARDS (concluded)

In July  2001,  the FASB  issued  SFAS No.  141,  Business  Combinations,  which
requires  that the  purchase  method  of  accounting  be used  for all  business
combinations  completed after June 30, 2001. SFAS No. 141 specifies that certain
acquired  intangible  assets in a business  combination  be recognized as assets
separately from goodwill.  Additionally, it requires the Company to evaluate its
existing   intangible   assets   and   goodwill   and  to  make  any   necessary
reclassifications  in order to conform with the new separation  requirements  at
the  date  of  adoption.  Goodwill  and  intangible  assets  determined  to have
indefinite  useful lives that are acquired in a business  combination  completed
after  June 30,  2001 will not be  amortized.  Goodwill  and  intangible  assets
acquired in business combinations completed before July 1, 2001 will continue to
be  amortized  until  December  31, 2001.  With the  exception of the  immediate
requirement  to use the purchase  method of accounting  for all future  business
combinations completed after June 30, 2001, the Company is required to adopt the
provisions of SFAS No. 141 on January 1, 2002.

In July 2001,  the FASB  issued  SFAS No.  142,  Goodwill  and Other  Intangible
Assets.  SFAS No. 142 requires  that goodwill no longer be amortized but instead
be tested for impairment at least  annually,  and that  intangible  assets other
than  goodwill  should be  amortized  over their  useful  lives.  The Company is
required to adopt the provisions on January 1, 2002. Upon adoption,  the Company
will be  required  to  reassess  the  useful  lives and  residual  values of all
intangible  assets and make any necessary  amortization  period  adjustments  by
March 31, 2002.

In connection with the transitional impairment evaluation, SFAS No. 142 requires
the Company to perform an  assessment  of whether  there is an  indication  that
goodwill is impaired as of January 1, 2002.  Any  transitional  impairment  loss
resulting  from the  adoption  will be  recognized  as the effect of a change in
accounting  principle in the Company's  statement of income. The Company has not
determined  the impact,  if any, that this  statement will have on its financial
statements.

In August 2001, the FASB issued Statement No. 144, Accounting for the Impairment
or  Disposal of  Long-Lived  Assets.  This  Statement  supercedes  SFAS No. 121,
Accounting for the Impairment of Long-Lived  Assets and for Long-lived Assets to
Be  Disposed  Of.  This  Statement  retains  the  requirements  of SFAS No.  121
regarding impairment loss recognition and measurement.  In addition, it requires
that one  accounting  model be used for  long-lived  assets to be disposed of by
sale and broadens the  presentation of  discontinued  operations to include more
disposal  transactions.  This Statement is effective for fiscal years  beginning
after December 15, 2001. The Company has not determined the impact, if any, that
this statement will have on its financial statements.

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.


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

EURO CONVERSION (concluded)

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 is 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.


                           PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

The Company did not become a party to any  material  pending  legal  proceedings
during the third  quarter  ended  September  30, 2001, or prior to the filing of
this report.


ITEM 5. OTHER INFORMATION

                       RATIO OF EARNINGS TO FIXED CHARGES

                                Nine Months Ended
                                  September 30,
                      ------------------------------------

                            2001                2000
                            ----                ----
                            1.37                1.31

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


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a)  EXHIBITS

     20   General Motors  Acceptance  Corporation and Subsidiaries  Consolidated
          Financial Statements for the Nine Months Ended September 30, 2001.


(b)  REPORTS ON FORM 8-K.

     The Company  filed Forms 8-K on July 17, 2001,  August 27, 2001,  September
     28, 2001,  October 3, 2001, October 16, 2001, October 18, 2001, October 22,
     2001 and October 24, 2001 reporting  matters under Item 5, Other Events. In
     addition,  the Company also filed a Form 8-K on October 24, 2001  reporting
     matters under Item 5, Other Events and Item 7,  Financial  Statements,  Pro
     Forma Financial Information and Exhbits.




                                   SIGNATURES

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

                              GENERAL MOTORS ACCEPTANCE CORPORATION
                              --------------------------------------------------
                              (Registrant)



                              s/    WILLIAM F. MUIR
                              --------------------------------------------------
Dated:   November 8, 2001     William F. Muir, Executive Vice
         ----------------     President and Chief Financial Officer and Director


                              s/    GERALD E. GROSS
                              --------------------------------------------------
Dated:   November 8, 2001     Gerald E. Gross, Controller and
         ----------------     Principal Accounting Officer






                                                                                    Exhibit 20
                                                                                    Page 1 of 8
                      GENERAL MOTORS ACCEPTANCE CORPORATION
                           CONSOLIDATED BALANCE SHEET


                                                                 September 30,   December 31,
                                                                    2001            2000
                                                                 -------------   ------------
Assets                                                              (in millions of dollars)
- ------
                                                                           
Cash and cash equivalents                                        $   10,483.3    $    1,147.8
Investments in securities                                             9,492.2         9,485.0
Finance receivables, net (Note 1)                                    90,550.5        93,024.8
Investment in operating leases, net                                  26,304.6        29,311.1
Notes receivable from General Motors Corporation                      4,849.6         5,434.0
Real estate mortgages - held for sale                                10,059.0         5,758.5
                      - held for investment                           1,394.1         1,895.1
                      - lending receivables                           3,418.8         2,960.0
Factored receivables                                                  1,803.9         2,291.1
Due and deferred from receivable sales, net                           1,604.9         1,159.3
Mortgage servicing rights, net                                        4,142.8         3,984.5
Other                                                                16,280.0        12,021.0
                                                                 ------------    ------------
Total Assets                                                     $  180,383.7    $  168,472.2
                                                                 ============    ============

Liabilities and Stockholder's Equity
- ------------------------------------
Liabilities
General Motors Corporation and affiliated companies, net         $      373.1    $     199.4
Interest                                                              2,085.4        1,765.9
Insurance losses and loss reserves                                    1,769.1        1,718.7
Unearned insurance premiums                                           2,488.2        2,151.1
Deferred income taxes                                                 3,823.2        3,574.3
United States and foreign income and other taxes payable                783.1          805.5
Other postretirement benefits                                           745.6          744.3
Other                                                                10,056.7       10,100.7
Debt (Note 2)                                                       143,239.7      133,372.2
                                                                 ------------    -----------
   Total liabilities                                                165,364.1      154,432.1
                                                                 ------------    -----------

Commitments and contingencies

Stockholder's Equity
Common stock, $.10 par value (authorized 10,000
 shares, outstanding 10 shares) and paid-in capital                   5,127.9        5,127.9
Retained earnings                                                    10,379.9        9,028.5
Net unrealized loss on derivatives                                     (218.6)          --
Net unrealized gains on securities                                       88.2          231.7
Unrealized accumulated foreign currency translation adjustment         (357.8)        (348.0)
                                                                 ------------    -----------
   Accumulated other comprehensive loss                                (488.2)        (116.3)
                                                                 ------------    -----------
   Total stockholder's equity                                        15,019.6       14,040.1
                                                                 ------------    -----------
Total Liabilities and Stockholder's Equity                       $  180,383.7    $ 168,472.2
                                                                 ============    ===========


Certain   amounts  for  2000  have  been   reclassified  to  conform  with  2001 classifications.
Reference should be made to the Notes to Consolidated Financial Statements.









                                                                                                  Exhibit 20
                                                                                                  Page 2 of 8
                      GENERAL MOTORS ACCEPTANCE CORPORATION
                        CONSOLIDATED STATEMENT OF INCOME,
                 NET INCOME RETAINED FOR USE IN THE BUSINESS AND
                              COMPREHENSIVE INCOME

                                                                            Period Ended September 30,
                                                                ------------------------------------------------
                                                                     Third Quarter              Nine Months
                                                                -----------------------    ---------------------
                                                                   2001         2000          2001        2000
                                                                 ---------    ---------    ---------   ---------
                                                                             (in millions of dollars)
Financing Revenue
                                                                                           
Retail and lease financing                                       $ 1,335.0    $ 1,237.0    $ 3,839.5   $ 3,508.8
Operating leases                                                   1,778.2      1,967.5      5,556.3     5,975.7
Wholesale, commercial and other loans                                545.2        702.2      1,922.4     2,029.5
                                                                 ---------    ---------    ---------   ---------
   Total financing revenue                                         3,658.4      3,906.7     11,318.2    11,514.0
Interest and discount                                              1,719.8      2,158.5      5,785.2     6,095.4
Depreciation on operating leases                                   1,211.7      1,262.9      3,684.8     3,875.6
                                                                 ---------    ---------    ---------   ---------
   Net financing revenue                                             726.9        485.3      1,848.2     1,543.0
Insurance premiums earned                                            492.5        486.2      1,497.2     1,414.3
Mortgage revenue                                                   1,305.4      1,038.6      3,876.9     2,775.4
Other income                                                         659.5        635.4      2,217.9     1,739.5
                                                                 ---------    ---------    ---------   ---------
   Net financing revenue and other                                 3,184.3      2,645.5      9,440.2     7,472.2
                                                                 ---------    ---------    ---------   ---------

Expenses
Salaries and benefits                                                522.1        474.4      1,541.1     1,397.0
Amortization of intangibles                                          322.1        163.2        848.0       468.0
Other operating expenses                                             926.6        833.5      2,849.1     2,206.6
Insurance losses and loss adjustment expenses                        430.8        392.0      1,304.7     1,122.1
Provision for credit losses                                          280.0        135.3        815.7       373.0
                                                                 ---------    ---------    ---------   ---------
   Total expenses                                                  2,481.6      1,998.4      7,358.6     5,566.7
                                                                 ---------    ---------    ---------   ---------

Income before income taxes                                           702.7        647.1      2,081.6     1,905.5
United States, foreign and other income taxes                        265.7        246.1        764.5       712.1
                                                                 ---------    ---------    ---------   ---------
Income before cumulative effect of accounting change                 437.0        401.0      1,317.1     1,193.4
Cumulative effect of accounting change                                --            --          34.3        --
                                                                 ---------    ---------    ---------   ---------
Net Income                                                           437.0        401.0      1,351.4     1,193.4

Retained earnings at beginning of the period                       9,028.5      9,201.2      9,028.5     8,803.9
                                                                 ---------    ---------    ---------   ---------
Total                                                              9,465.5      9,602.2     10,379.9     9,997.3
Cash dividends                                                        --          --            --         --
                                                                 ---------    ---------    ---------   ---------
   Retained Earnings at End of the Period                          9,465.5      9,602.2     10,379.9     9,997.3
                                                                 =========    =========    =========   =========

Total Comprehensive Income                                       $   289.6    $   325.0    $   979.5   $   982.5
                                                                 =========    =========    =========   =========

Certain   amounts  for  2000  have  been   reclassified  to  conform  with  2001 classifications.
Reference should be made to the Notes to Consolidated Financial Statements.






                                                                                                     Exhibit 20
                                                                                                     Page 3 of 8

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                                      Nine Months Ended
                                                                                         September 30,
                                                                                ----------------------------
                                                                                     2001          2000
                                                                                ------------    ------------
                                                                                  (in millions of dollars)

Cash Flows From Operating Activities
                                                                                          
Net income                                                                      $    1,351.4    $    1,193.4
Cumulative effect of accounting change, net of tax                                     (34.3)           --
Depreciation and amortization                                                        4,721.0         4,483.0
Provision for credit losses                                                            815.7           373.0
Gains on sales of finance receivables                                                 (134.5)           (4.6)
Gains on sales of available-for-sale investment securities                             (82.9)         (125.9)
Mortgage loans      - originations/purchases                                       (77,870.2)      (33,502.2)
                           - proceeds on sale                                       73,561.5        34,028.3
Mortgage-related securities held for trading:
                           - acquisitions                                           (1,288.0)         (942.0)
                           - liquidations                                            1,008.5           677.7
Changes in the following items:
  Due to General Motors Corporation and affiliated companies                           194.1            (0.5)
  Taxes payable and deferred                                                           404.1           450.9
  Interest payable                                                                     332.4           272.8
  Other assets                                                                      (1,690.4)       (1,074.0)
  Other liabilities                                                                   (594.3)          801.6
  Other                                                                                219.1            35.3
                                                                                ------------    ------------
  Net cash provided by operating activities                                            913.2         6,666.8
                                                                                ------------    ------------

Cash Flows From Investing Activities
Finance receivables          - acquisitions                                       (166,597.2)     (140,265.2)
                                     - liquidations                                103,918.6        88,559.8
Notes receivable from General Motors Corporation                                       425.4          (882.7)
Operating leases              - acquisitions                                       (10,586.2)      (12,146.4)
                                     - liquidations                                  9,722.9         7,811.9
Investments in available-for-sale securities:
                                     - acquisitions                                (23,349.1)      (16,994.7)
                                     - maturities                                   18,946.6        14,693.0
                                     - proceeds from sales                           4,617.7         2,411.4
Investments in held to maturity securities:
                                     - acquisitions                                   (261.9)          (13.9)
                                     - maturities                                      136.3            --
Mortgage servicing rights  - acquisitions                                             (883.5)         (698.3)
                                     - proceeds from sales                              17.3            --
Proceeds from sales of receivables - wholesale                                      58,641.9        41,242.9
                                                 - retail                            5,156.0         2,163.7
Net increase in short-term factored receivables                                        484.9           (64.6)
Due and deferred from receivable sales                                                (408.8)         (287.2)
Acquisitions of subsidiaries, net of cash acquired                                    (446.2)         (406.0)
Other                                                                                 (250.5)       (1,181.0)
                                                                                -------------   -------------
  Net cash used in investing activities                                               (715.8)      (16,057.3)
                                                                                -------------   -------------

Cash Flows From Financing Activities
Proceeds from issuance of long-term debt                                           42,791.4         19,450.3
Principal payments on long-term debt                                              (13,816.6)       (11,482.3)
Change in short-term debt, net                                                    (19,832.2)           609.6
Capital contribution from General Motors                                               --            1,000.0
                                                                                ------------    -------------
  Net cash provided by financing activities                                         9,142.6          9,577.6
                                                                                ------------    -------------

Effect of exchange rate changes on cash and cash equivalents                           (4.5)             3.3
                                                                                ------------    -------------

  Net increase in cash and cash equivalents                                         9,335.5            190.4
Cash and cash equivalents at the beginning of the period                            1,147.8            704.3
                                                                                ------------    -------------
Cash and cash equivalents at the end of the period                              $  10,483.3     $      894.7
                                                                                ============    =============

Non-Cash Financing Activity
   Capital contribution of property from General Motors                         $      --       $      479.1

Supplementary Cash Flows Information
   Interest paid                                                                $    5,305.5    $    5,753.8
   Income taxes paid                                                                   507.7           340.4


Certain   amounts  for  2000  have  been   reclassified  to  conform  with  2001 classifications.
Reference should be made to the Notes to Consolidated Financial Statements.





                                                                      Exhibit 20
                                                                     Page 4 of 8

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


Supplementary Cash Flows Information (concluded)

During the nine  months  ended  September  30, 2001 and 2000,  assets  acquired,
liabilities  assumed and  consideration  paid for the acquisitions of businesses
were as follows:





                                          Nine Months Ended
                                            September 30,
                                      -----------------------
                                         2001         2000
                                      ----------   ----------
                                      (in millions of dollars)
                                             
Fair value of assets acquired         $   476.0    $ 1,209.7
Cash acquired                              (1.2)        (8.2)
Liabilities assumed                       (28.6)      (795.5)
                                      ----------   ----------
Net cash paid for acquisitions        $   446.2    $   406.0
                                      ==========   ==========


Certain amounts for 2000 have been reclassified to conform with 2001 classifications.
Reference should be made to the Notes to Consolidated Financial Statements.






                                                                     Exhibit 20
                                                                     Page 5 of 8

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  FINANCE RECEIVABLES

The composition of finance receivables outstanding is summarized as follows:

                                                    September 30,   December 31,
                                                         2001          2000
                                                    -------------   ------------
                                                      (in millions of dollars)
United States
                                                              
  Retail                                              $ 44,895.3    $ 40,474.9
  Wholesale                                             13,823.4      20,454.9
  Commercial                                             4,775.1       3,970.8
  Leasing and lease financing                              626.5         632.9
  Other                                                 12,269.3      11,712.8
                                                      ----------    ----------
Total United States                                     76,389.6      77,246.3
                                                      ----------    ----------

Europe
  Retail                                                 5,390.6       5,500.2
  Wholesale                                              2,935.6       3,552.2
  Commercial                                             1,218.3       1,267.4
  Leasing and lease financing                              357.0         431.7
  Other                                                    485.3         469.2
                                                      ----------    ----------
Total Europe                                            10,386.8      11,220.7
                                                      ----------    ----------

Canada
  Retail                                                 3,516.4       2,970.2
  Wholesale                                              1,559.3       2,438.1
  Commercial                                               354.8         307.1
  Leasing and lease financing                              636.8         660.2
  Other                                                    230.7         218.5
                                                      ----------    ----------
Total Canada                                             6,298.0       6,594.1
                                                      ----------    ----------

Other Countries
  Retail                                                 2,580.9       2,393.6
  Wholesale                                                823.6       1,092.2
  Leasing and lease financing                              292.2         452.9
  Other                                                    141.4         228.9
                                                      ----------    ----------
Total Other Countries                                    3,838.1       4,167.6
                                                      ----------    ----------

Total finance receivables                               96,912.5      99,228.7
                                                      ----------    ----------

Deductions
  Unearned income                                        4,764.4       4,872.1
  Allowance for credit losses                            1,597.6       1,331.8
                                                      ----------    ----------
Total deductions                                         6,362.0       6,203.9
                                                      ----------    ----------
Finance receivables, net                              $ 90,550.5     $93,024.8
                                                      ==========    ==========






                                                                                              Exhibit 20
                                                                                              Page 6 of 8

                                      GENERAL MOTORS ACCEPTANCE CORPORATION
                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2.  DEBT


                                                Weighted Average   September 30,      December 31,
                                                 Interest Rate         2001               2000
                                             --------------------  -------------      -------------
                                                                      (in millions of dollars)
Short-Term Debt
                                                                                
  Commercial paper                                                  $ 18,744.5        $    43,633.5
  Demand notes                                                         5,003.5              4,663.9
  Master notes and other                                               3,318.8              2,223.6
  Bank loans and overdrafts                                            9,968.3              6,613.3
                                                                   --------------     ---------------
Total principal amount                                                37,035.1             57,134.3
  Unamortized discount                                                   (52.2)              (220.7)
                                                                   --------------     ---------------
Total short-term debt                                                 36,982.9             56,913.6
                                                                   --------------     ---------------


Long-Term Debt
Current portion of long-term debt                                     21,865.0             18,603.1

United States

  2002                                               5.3%              3,553.0             15,451.2
  2003                                               5.0%             16,948.1             11,351.6
  2004                                               4.8%             13,910.4              5,840.5
  2005                                               6.4%              5,407.9              4,502.3
  2006 to 2050                                       6.7%             32,277.2             11,478.1
                                                                                      ---------------
                                                                   --------------
Total United States                                                   72,096.6             48,623.7

Other countries
  2000 - 2008                                        5.3%             11,341.4              9,815.4
                                                                   --------------     ---------------

Total United States and other countries                              105,303.0             77,042.2
  Unamortized discount                                                  (599.0)              (583.6)
                                                                   --------------     ---------------
Total long-term debt                                                 104,704.0             76,458.6
                                                                   --------------     ---------------

Mark to market adjustment *                                            1,552.8                 --
                                                                   --------------     ---------------

Total debt                                                          $143,239.7         $  133,372.2
                                                                   ==============     ===============


* To adjust hedged debt to fair value




                                                                                                                       Exhibit 20
                                                                                                                       Page 7 of 8

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3. SEGMENT INFORMATION

GMAC's  reportable  operating  segments  include GMAC North  American  Financing
Operations  (GMAC-NAO),   GMAC  International  Financing  Operations  (GMAC-IO),
Insurance Operations (GMACI) and Mortgage Operations (GMACMG). GMAC-NAO consists
of the United States and Canada, and GMAC-IO consists of all other countries and
Puerto Rico.

Financial results of GMAC's operating  segments for the quarters and nine months
ended September 30, 2001 and 2000 are summarized below:

(in millions of dollars)
                                                                                               Eliminations/
                                           GMAC-NAO       GMAC-IO      GMACI      GMACMG     Reclassifications     Total
                                        ------------   ----------- ----------   ----------   -----------------   -----------
For the Quarters Ended:
September 30, 2001
                                                                                           
Total assets                            $ 149,742.5     $ 17,260.1  $ 7,199.7   $ 29,542.5    $(23,361.1)    $180,383.7

Net financing revenue                         462.4          236.4       --           --            28.1          726.9


Other revenue                                 639.2           95.8      643.6      1,117.5         (38.7)       2,457.4

Net income                                    272.2           37.8       48.6         78.4          --            437.0

September 30, 2000
Total assets                             $135,600.6     $ 16,534.6  $ 7,238.8   $ 20,838.3    $(19,911.5)    $160,300.8

Net financing revenue                         262.6          235.3       --           --           (12.6)         485.3

Other revenue                                 666.3           93.3      621.3        774.5           4.8        2,160.2

Net income                                    221.3           51.1       50.3         78.3          --            401.0

For the Nine Months Ended:
September 30, 2001
Total assets                            $ 149,742.5     $ 17,260.1  $ 7,199.7   $ 29,542.5    $(23,361.1)    $180,383.7

Net financing revenue                       1,175.5          709.3       --           --           (36.6)       1,848.2

Other revenue                               2,229.6          272.5    1,940.1      3,141.4           8.4        7,592.0

Net income before cumulative
effect of accounting change                   803.4          157.3      132.2        224.2          --          1,317.1

Net income                                    852.2          152.2      124.0        223.0          --          1,351.4

September 30, 2000
Total assets                            $ 135,600.6     $ 16,534.6  $ 7,238.8   $ 20,838.3    $(19,911.5)    $160,300.8

Net financing revenue                         793.5          751.1       --           --            (1.6)       1,543.0

Other revenue                               1,859.4          155.6    1,849.5      2,081.6         (16.9)       5,929.2

Net income                                    641.8          170.7      169.9        211.0          --          1,193.4




                                                                     Exhibit 20
                                                                     Page 8 of 8

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4.  DERIVATIVE FINANCIAL INSTRUMENTS

Effective  January  1,  2001,  GMAC  adopted  the  provisions  of SFAS No.  133,
Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS
No. 138. Under these standards, GMAC records 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  are  accounted for depending on the
use of the  derivative  and  whether  it  qualifies  for hedge  accounting.  The
after-tax cumulative effect of this accounting change as of January 1, 2001, was
$34.3 million favorable to income and $52.6 million  unfavorable to equity.  The
amount of the transition  adjustment  expected to be reclassified  into earnings
from other comprehensive income during 2001 is immaterial.

GMAC Automotive Operations

Interest Rate Instruments
Net after-tax  gains of $9.1 million and $11.4 million  (excluding  $2.1 million
transition  adjustment) were recorded in other operating expenses,  representing
the  ineffectiveness  of fair value  hedges for the third  quarter  and the nine
months ended September 30, 2001, respectively.

For the third  quarter and nine months ended  September  30, 2001,  there was no
measured ineffectiveness in the Company's cash flow hedges.

GMAC Mortgage Operations

Fair Value Hedges
For the  third  quarter  and  nine  months  ended  September  30,  2001,  GMACMG
recognized  a net  after-tax  loss of  approximately  $21.3  million  and $121.7
million,  respectively.  These  amounts  were  reported as a component  of other
operating  expenses and represented  the  ineffective  portion of all fair-value
hedges.  All components of each  derivative's  gain or loss were included in the
assessment of hedge effectiveness.


NOTE 5.  TRANSACTIONS WITH AFFILIATES

On October 29, 2001, GMAC received a cash  contribution  from GM totaling $500.0
million.