DRAFT 08/05/96 3:59 PM                                           GM CONFIDENTIAL
2

VERSION 4A
================================================================================


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


                                    FORM 10-Q


(Mark One)
 X  QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
      1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999, 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.)

3044 WEST GRAND BOULEVARD, DETROIT, MICHIGAN                     48202
(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 June 30, 1999,  there were  outstanding  10 shares of the issuer's  common
stock.

Documents incorporated by reference.  NONE.
===============================================================================





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 1998 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,  June 30, 1999,  December 31,
                      1998 and June 30, 1998.

              2.      Consolidated  Statement of Income, Net Income Retained for
                      Use in the  Business  and  Comprehensive  Income  for  the
                      Second  Quarter  and Six Months  Ended  June 30,  1999 and
                      1998.

              3.      Consolidated  Statement  of Cash  Flows for the Six Months
                      Ended June 30, 1999 and 1998.

              4.      Notes to Consolidated Financial Statements.







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

EARNINGS

Consolidated  net  income for the  second  quarter  and first six months of 1999
increased by 7% and 10% when compared to the same periods during 1998.




(in millions of dollars, after tax)                                  Period Ended June 30,
                                                      -----------------------------------------------------
                                                           Second Quarter                  Six Months
                                                      --------------------------   ------------------------
                                                      1999          1998           1999          1998
                                                      ------------  ------------   ------------  ----------
                                                                                     
Automotive financing operations                       $274.5        $288.0         $504.1        $534.6
Insurance operations *                                  50.2          53.9          115.1         133.6
Mortgage operations**                                   66.4          22.8          164.2          45.8
                                                  ============  ============   ============  ============
Consolidated net income                               $391.1        $364.7         $783.4        $714.0
                                                  ============  ============   ============  ============


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

Net income from automotive  financing  operations  declined 5% during the second
quarter of 1999,  compared to the same period in 1998. The reduction in earnings
was primarily a result of a significantly  lower  effective  income tax rate for
the same period in 1998.

Earnings from insurance  operations decreased by 7% during the second quarter of
1999, compared to the same period during 1998. Earnings were lower primarily due
to lower underwriting results in the current quarter, partially offset by higher
capital gains.

Net income from mortgage  operations during the second quarter of 1999 was $43.6
million  higher than the second  quarter of 1998.  The  increase  was  primarily
attributable to improved liquidity in the capital markets coupled with unusually
low earnings in the second quarter of 1998,  which were  negatively  impacted by
accelerated prepayment experience on mortgage assets.

UNITED STATES NEW PASSENGER CAR AND TRUCK DELIVERIES

U.S. deliveries of new General Motors (GM) vehicles during the second quarter of
1999 were unchanged  compared to the second quarter of 1998, while the first six
months of 1999 were  slightly  higher than the  comparable  period in 1998.  The
decline in financing  penetration was primarily the result of competitive market
conditions.



                                                                                    Period Ended June 30,
                                                                     ----------------------------------------------------
                                                                        Second Quarter               Six Months
                                                                     -------------------------   ------------------------
                                                                        1999          1998          1999         1998
                                                                     ------------  -----------   -----------  -----------
                                                                                   (in millions of units)

                                                                                                     
Industry                                                                 4.8           4.5           8.8          8.2
General Motors                                                           1.4           1.4           2.6          2.5

New GM vehicle deliveries financed by GMAC
  Retail (installment sale contracts and operating leases)              41.6%         44.3%         41.0%        43.9%
  Fleet transactions (lease financing)                                   1.4%          2.5%          1.7%         2.2%
Total                                                                   33.1%         36.5%         32.4%        35.7%






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 June 30,
                                             ------------------------------------------
                                               Second Quarter            Six Months
                                             --------------------   --------------------
                                                 1999      1998       1999       1998
                                             ---------  ---------   ---------  ---------
                                                        (in thousands of units)
UNITED STATES
                                                                     
  Retail installment sale contracts              241        316        466       549
  Operating leases                               221        204        376       346
  Leasing                                          7          7         15        13
                                             =========  =========  =========  =========
New deliveries financed                          469        527        857       908
                                             =========  =========  =========  =========

OTHER COUNTRIES
  Retail installment sale contracts              110         91        210       199
  Operating leases                                90         98        151       154
  Leasing                                         19         18         33        38
                                             =========  =========  =========  =========
New deliveries financed                          219        207        394       391
                                             =========  =========  =========  =========

WORLDWIDE
  Retail installment sale contracts              351        407        676       748
  Operating leases                               311        302        527       500
  Leasing                                         26         25         48        51
                                             =========  =========  =========  =========
New deliveries financed                          688        734      1,251     1,299
                                             =========  =========  =========  =========


The number of new vehicles  financed in the U.S.  during the second  quarter and
first six months of 1999 declined from the respective 1998 periods, primarily as
a result of a reduction in retail rate incentive programs sponsored by GM during
1999.

GMAC also provides  wholesale  financing for GM and other  dealers' new and used
vehicle inventories.  In the United States, inventory financing was provided for
860,000 and  1,728,000 new GM vehicles  during the second  quarter and first six
months  of 1999,  respectively,  compared  with  643,000  and  1,367,000  new GM
vehicles  during  the  respective  periods  in 1998.  The  primary  cause of the
increase  in new GM  vehicles  financed is work  stoppages  at two GM  component
plants in June of last year that halted  production of wholesale  units at 26 of
29 assembly  plants in North America.  GMAC's  wholesale  financing  represented
65.0% of all GM U.S.  vehicle  sales to  dealers  during the first six months of
1999,  up from  63.1% for the  comparable  period a year ago.  The  increase  in
wholesale  penetration levels was a result of competitive  pricing strategies by
the Company.

INCOME AND EXPENSES

Automotive  financing  revenue totaled  $3,361.2 million and $6,638.3 million in
the second  quarter  and first six  months of 1999,  respectively,  compared  to
$3,204.7 million and $6,311.5 million for the same periods in 1998. The increase
was mainly due to higher average retail and other loan receivable balances which
resulted  from  continued   retail   financing   incentives   sponsored  by  GM.
Additionally,   increased  wholesale  revenues  resulting  from  higher  average
wholesale balances  contributed to the change. The increased  wholesale balances
were primarily  attributable  to the 1998 work stoppages  previously  mentioned.



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

The Company's  worldwide  cost of borrowing for the second quarter and first six
months of 1999 averaged 5.53% and 5.52%,  respectively,  a decrease of 51 and 55
basis points from the comparable  periods of a year ago. Total  borrowing  costs
for U.S.  operations  averaged  5.45% for both the second  quarter and first six
months of 1999,  compared to 5.96% and 6.03% for the respective periods in 1998.
The lower average borrowing costs for the first six months of 1999 are largely a
result of lower interest rates.

Insurance  premiums  earned,  mortgage revenue and other income totaled $1,537.9
million and  $3,086.8  million for the second  quarter and six months ended June
30, 1999, respectively, compared to $1,317.2 million and $2,536.4 million during
the  comparable  1998 periods.  The increase in 1999 over 1998 was primarily the
result of substantial increases in mortgage servicing and processing fees. These
increases were slightly  offset by a reduction in insurance  premiums earned due
to a decline in personal line coverages.

Consolidated  salaries and other operating expenses totaled $1,111.3 million and
$2,128.2  million  for  the  second  quarter  and  first  six  months  of  1999,
respectively, compared to $869.5 million and $1,672.1 million for the comparable
periods last year. The increase was mainly  attributable to continued growth and
acquisitions at GMACMG.

Annualized  net retail  losses  were 0.51% and 0.61% of total  average  serviced
automotive  receivables  during the second quarter and first six months of 1999,
respectively,  compared to 0.73% and 0.88% for the same periods  last year.  The
provision for credit losses  totaled  $229.7  million and $228.7 million for the
six  month  periods  ended  June  30,  1999  and  1998,  respectively.  Although
comparable  period loss rates  declined,  the higher loss provision  reflects an
increase in retail receivables during the first six months of 1999 and favorable
wholesale loss provision adjustments during the first quarter of 1998.

The  effective  income  tax rate for the  first six  months  of 1999 was  38.8%,
compared to 31.6% and 31.5% for the periods ended December 31, 1998 and June 30,
1998, respectively.  The increase in the effective tax rate can be attributed to
a significantly lower effective tax rate for the first six months of 1998 due to
a decrease in U.S. and foreign taxes assessed on foreign source income.

INSURANCE OPERATIONS

Net premiums  earned by GMACI and its  subsidiaries  totaled  $442.2 million and
$888.8  million  for the  second  quarter  and six months  ended June 30,  1999,
respectively, compared to $479.8 million and $950.8 million for the same periods
during 1998.  The decrease in net  premiums  earned was  primarily a result of a
decline in personal  line  coverages.  Personal  lines volume for the six months
ended  June  30,  1999 is  lower  compared  to the  same  period  in 1998 due to
competitive  pressures in  non-standard  automobile  insurance which reduced new
business  volume in the second half of 1998.  This  adversely  impacted both new
business and the renewal base during the first six months of 1999.

Pre-tax  capital gains and  investment  and other income at GMACI totaled $148.7
million and $289.0  million for the second quarter and first six months of 1999,
compared  to  $123.2  million  and  $270.9  million  for same  periods  in 1998.
Insurance losses and loss adjustment  expenses totaled $338.1 million and $685.3
million  during the second  quarter  and first six months of 1999,  compared  to
$387.6  million and $726.2  million for the same periods in 1998. The decline in
the first six  months of 1999 when  compared  to the same  period in 1998 is the
result of lower commercial auto catastrophe claims.

Net income was $50.2 million and $115.1  million for the second  quarter and six
months ended June 30, 1999,  respectively,  compared to $53.9 million and $133.6
million  for  the  same  periods  in  1998.   Earnings  were  reduced  by  lower
underwriting  results due to a decrease in personal  line  coverages,  partially
offset by higher capital gains.




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

MORTGAGE OPERATIONS

During the second quarter and first six months of 1999, GMACMG loan origination,
mortgage  servicing  acquisitions  and  correspondent  loan volume totaled $30.3
billion and $48.1  billion,  respectively,  compared to $45.8  billion and $62.5
billion for the same periods in 1998.  Included in 1998 volume is $33.5  billion
of servicing  acquisitions related to the Wells Fargo transaction,  which closed
on June 1,  1998.  As a  result  of  significant  mortgage  servicing  portfolio
acquisitions  and continued  growth,  the combined GMACMG  servicing  portfolio,
excluding  GMAC term loans to dealers,  totaled $255.3 billion at June 30, 1999,
compared with $245.0 billion and $187.3 billion serviced at December 31 and June
30, 1998, respectively.

Net income was $66.4 million and $164.2  million for the second  quarter and six
months ended June 30, 1999,  respectively,  compared to $22.8  million and $45.8
million for the same  periods in 1998.  The  increase in net income is primarily
attributable  to 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. In addition, earnings
in the second quarter of 1998 were negatively impacted by accelerated prepayment
on mortgage assets.

In April 1999, GMACMG acquired DiTech Funding  Corporation,  a nationwide direct
lender  headquartered in Irvine,  California.  DiTech has improved GMACMG's loan
replenishment  of its  servicing  portfolio,  and further  diversified  existing
origination channels, including the Internet.

FINANCIAL CONDITION AND LIQUIDITY

At June 30, 1999, the Company owned assets and serviced  automotive  receivables
totaling  $146.7  billion,  $8.0 billion above  year-end 1998, and $21.9 billion
above June 30, 1998. The higher balance  compared to second quarter of last year
is primarily  attributable to increases in serviced wholesale,  retail, and term
loan receivables as well as continued growth in mortgage- related assets.

Earning  assets  totaled  $127.1  billion at June 30,  1999,  compared to $125.1
billion and $108.1 billion at December 31 and June 30, 1998, respectively.

Finance receivables serviced by the Company, including sold receivables, totaled
$87.3 billion at June 30, 1999,  $7.4 billion above December 31, 1998 levels and
$14.8 billion above June 30, 1998 levels.  The change from December 31, 1998 can
be attributed to a $3.5 billion increase in serviced retail  receivables,  and a
$2.3  billion  increase  in  serviced   wholesale   receivables.   Additionally,
on-balance sheet term loans increased by $2.0 billion. The year-to-year increase
was a result of a $6.9 billion increase in serviced wholesale receivables, and a
$5.0 billion increase in serviced retail receivables. In addition, other finance
receivables  increased  by $3.3  billion.  The  increase  in  retail  receivable
balances  over  December  31 and  June  30,  1998  was due to  continued  retail
financing  incentives  sponsored  by GM. The  increase in  wholesale  receivable
balances  over  December  31 and June 30,  1998  was a result  of the 1998  work
stoppages previously mentioned and higher penetration.

Consolidated operating lease assets, net of depreciation,  totaled $28.4 billion
at June 30, 1999,  reflecting an increase of $0.5 billion over December  31,1998
and an increase of $0.7  billion over June 30,  1998.  The growth from  year-end
1998 is  primarily  attributable  to  continued  GM  sponsored  lease  incentive
programs in the U.S. and Canada.

Investments  in securities at June 30, 1999 totaled $8.4 billion,  compared with
$8.7 billion and $7.9  billion at December 31 and June 30,  1998,  respectively.
The increase in June 1999 over June 1998 is principally  the result of continued
growth at GMACMG.




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

The  Company's  due and deferred  from  receivable  sales (net)  totaled  $110.1
million at June 30, 1999,  compared  with $111.5  million and $240.0  million at
December 31 and June 30, 1998,  respectively.  The year-to-year  decline was the
result of a scheduled wind down of a revolving wholesale trust.

As of June 30, 1999, GMAC's total borrowings were $109.1 billion,  compared with
$106.2  billion  and $89.6  billion  at  December  31,  1998 and June 30,  1998,
respectively.  The higher  borrowings were used to fund increased  earning asset
levels.  GMAC's ratio of consolidated debt to total stockholder's equity at June
30, 1999 was 10.5:1,  compared to 10.8:1 at December  31, 1998 and 9.6:1 at June
30, 1998.

The Company and its subsidiaries maintain substantial bank lines of credit which
totaled  $45.6  billion at June 30, 1999,  compared to $42.9 billion at year-end
1998 and $40.7  billion at June 30,  1998.  The unused  portion of these  credit
lines  totaled  $35.8  billion at June 30,  1999,  $2.6 billion and $3.9 billion
higher than December 31 and June 30, 1998, respectively.  Included in the unused
credit lines is a syndicated  multi-currency  global credit  facility for use by
GMAC U.S., GMAC International Finance B.V. and GMAC (UK) plc of $14.7 billion at
June 30, 1999,  compared to  syndicated  revolving  credit  facilities  of $11.2
billion  at  December  31,  1998 and  June 30,  1998  for  these  entities.  The
syndicated  credit  facilities  serve primarily as back-up for GMAC's  unsecured
commercial  paper programs.  Also included in the unused credit lines is a $12.0
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 GMAC 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.  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.

As  discussed  in the  Company's  1998 Annual  Report on Form 10-K,  the Company
utilizes a variety of  interest  rate and  currency  derivative  instruments  in
managing its interest rate and foreign exchange  exposures.  The notional amount
of  derivatives  decreased  from $107.7  billion at  December  31, 1998 to $95.2
billion at June 30, 1999. The change is primarily  attributable to a decrease in
financial instruments associated with mortgage servicing.

ACQUISITIONS AND MERGERS

On March 8, 1999,  the  Company  announced  it  acquired a majority  interest in
On:Line  Finance  Holdings and its  subsidiaries.  The  acquisition  will expand
GMAC's  range of  finance  products  available  through  dealers  to  automotive
customers.  On:Line  Finance is one of the largest  independent  retail used car
finance providers in the United Kingdom.

On June 8, 1999, the Company  announced an agreement to acquire the  asset-based
lending and factoring  business of The Bank of New York (BNY) for  approximately
$1.8 billion. The purchase of BNY Financial Corporation (BNYFC) will enable GMAC
to  expand  its  existing  asset-based  lending  internationally  and  enter the
factoring business in a substantial way. BNYFC is one of the leading asset-based
lending and factoring  operations in North America and the United  Kingdom.  The
transaction  was completed on July 22, 1999. The name of the new GMAC subsidiary
is GMAC Commercial Credit LLC.




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

ACQUISITIONS AND MERGERS (CONTINUED)

On June 11, 1999, the Company  announced it has agreed to terms for the purchase
of  Arriva  Automotive  Solutions  Limited  (AAS),  a leading  contract  leasing
provider in the United Kingdom. The transaction,  including debt refinancing, is
valued at  (pound)483.5  million  (approximately  $774.7 million at the June 30,
1999 exchange rate), and was completed on July 30, 1999.

YEAR 2000

Many  computerized  systems and  microprocessors  that are used by GMAC have the
potential  for  operational  problems  if they lack the  ability  to handle  the
transition to the Year 2000. This issue has the potential to cause disruption to
the  business  of GMAC and its  customers.  In its  capacity  as a wholly  owned
subsidiary  of GM,  GMAC  is  part of GM's  comprehensive  worldwide  Year  2000
program.  As part of that program,  GMAC has been  identifying  and  remediating
potential  Year 2000  problems  in its  business  information  systems and other
equipment in its operations.  GMAC has also been  communicating with its service
and technology providers, landlords, dealers and other third parties in order to
assess and reduce the risk that GMAC's operations could be adversely affected by
the failure of these third parties to adequately address the Year 2000 issue.

GMAC's Year 2000 program teams are  responsible  for  remediating  all of GMAC's
information technology.  Information technology principally consists of business
information systems (such as mainframe and other shared computers and associated
business  application  software) and infrastructure (such as personal computers,
operating systems,  networks and devices like switches and routers). GMAC's Year
2000 program includes assessment and remediation services provided by Electronic
Data Systems Corporation (EDS) pursuant to a Master Service Agreement with GM.

      The Year 2000 program is being implemented in seven phases,  some of which
      are being conducted concurrently:

      INVENTORY -- identification  and validation of an inventory of all systems
      and  infrastructure  components  that could be  affected  by the Year 2000
      issue.  The inventory  phase commenced in earnest in 1996 and is complete.
      It   has   identified    approximately    2,000    business    information
      systems/applications.

      ASSESSMENT -- initial  testing,  code scanning,  and  technology  provider
      contacts  to  determine  whether  remediation  was needed and to develop a
      remediation  plan, if applicable.  The assessment of business  information
      systems is complete and included a determination  that  approximately  one
      half of such systems should be regarded as critical based on criteria such
      as the potential for business disruption. The assessment of infrastructure
      is also complete.

      REMEDIATION  -- design and  execution of a remediation  plan,  followed by
      testing for adherence to the design. GMAC has substantially  completed the
      remediation  of its  critical  systems,  with  the few  remaining  systems
      expected to be completed during  the third quarter of 1999.  In the normal
      course of its  business  plans,  GMAC is  also incrementally  implementing
      enterprise software  and other common  applications that will  replace and
      thereby  eliminate  the  need  to  remediate  certain  existing   systems.
      Implementation of this software,  which continued throughout 1998 and into
      1999, is now complete.

      SYSTEM TESTING -- testing of remediated items to ensure that they function
      normally after being placed back in their original operating  environment.
      This  phase is  closely  related  to the  remediation  phase  and  follows
      essentially the same schedule.

      IMPLEMENTATION  -- return of items to normal operation after  satisfactory
      performance in system  testing.  This phase follows  essentially  the same
      schedule as remediation and system testing.




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

      YEAR 2000 (CONTINUED)

      READINESS TESTING -- planning for, and testing of, integrated systems in a
      Year 2000 ready environment,  including  ongoing  auditing  and follow-up.
      Readiness  testing  is  substantially  complete,   with  a few  exceptions
      scheduled to  be completed during the third quarter of 1999.   In addition
      to GMAC readiness  testing,  a  third  party  Independent  Validation  and
      Verification (IV&V)  process is  being  used  to examine  remediated  code
      to  identify  potential oversights or  errors in  select  mission-critical
      systems.  While the IV&V  process is ongoing,  the  results to  date  have
      validated  the success of  GMAC's testing program.

      CONTINGENCY  PLANNING -- development  and execution of plans that focus on
      specific areas  of significant  concern and  concentration of resources to
      address them.  GMAC currently  believes that  the  most reasonably  likely
      worst case scenario is that  there will be  some localized  disruptions of
      systems that will  affect  individual  business  processes,  facilities or
      service and technology providers for a short time, rather than  systematic
      or long-term problems affecting our business  operations as a whole.  GMAC
      contingency  planning  has identified  systems or  other  aspects  of  its
      business  that  it  believes  are  potentially  vulnerable  to  Year  2000
      problems.  GMAC contingency  planning  has also addressed  those  business
      operations  in which a  localized  disruption could have the potential for
      causing a wider problem  by interrupting  the flow of  data or services to
      other operations.  Because there is an uncertainty as to which  activities
      may  be  affected, and the  exact nature  of the  problems that may arise,
      contingency planning has focused on minimizing the scope and  duration  of
      any disruption by developing comprehensive, detailed plans. These reactive
      plans permit a flexible real-time  response  to specific  problems as they
      may arise at individual locations around the world.   Some of the  actions
      that are being undertaken include the  establishment of  Year 2000 Command
      Centers and development of detailed manual procedures. GMAC built upon its
      existing Disaster Recovery and Business  Resumption  Plans and  Processes,
      while expanding its scope to encompass  Year 2000  concerns.  While  these
      plans are now largely complete,  there will be  testing and  refinement of
      the plans in the second half of 1999.  As noted above,  GMAC's contingency
      planning  includes  the  deployment  of  a  network  of  Year 2000 Command
      Centers.   The GMAC Corporate  Command Center will have redundant systems,
      allowing   for   connectivity  with   other  GMAC  Command  Centers  being
      established around  the  world as  well  as  with the GM Corporate Command
      Center.   Detailed  plans and procedures are currently being developed and
      will be evaluated during the fourth quarter of 1999.  The center will have
      coverage  by appropriate personnel twenty-four  hours a day,  seven days a
      week beginning the week  of December 27, 1999.  Command  Center operations
      will continue as long as conditions warrant.

GMAC's  communication  with its service and  technology  providers was a focused
element of the assessment phase described above.  GMAC is a leading  participant
in the Financial  Services  Sub-Group of the  Automotive  Industry  Action Group
(AIAG), an automotive  industry trade  association,  which distributed Year 2000
compliance  questionnaires  to many critical  financial  service  providers that
supply GMAC with services throughout the world. In addition,  GMAC initiated its
own  contact  and  review of these  providers  and other  non-financial  service
providers considered to be critical to GMAC's operations, including follow-up to
the AIAG  questionnaire.  GMAC has also initiated  contact with the landlords or
property managers of its facilities  throughout the world, to assess the ongoing
functionality  of the  space it rents  from  others.  Assessments  of all  these
service providers are now largely complete, with appropriate actions being taken
as deemed necessary, including the development of reactive contingency  plans to
minimize business disruption related to these uncertainties.

GMAC also has a program to work with some of its  largest  customers,  primarily
automotive  dealers and  lease/rental  companies,  on their Year 2000 readiness.
This program,  developed in conjunction with GM, includes distributing materials
that assist them in designing and executing their own assessment and remediation
efforts.



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

YEAR 2000 (CONTINUED)

GMAC's  direct Year 2000  program cost is being  expensed as incurred,  with the
exception of capitalizable  replacement hardware.  Total incremental spending by
GMAC is not expected to be material to the Corporation's  operations,  liquidity
or capital resources.

In addition to the work for which GMAC has direct financial responsibility,  EDS
is providing  Year  2000-related  services to GMAC, as required under the Master
Service  Agreement.  These  services are being provided by EDS as part of normal
fixed price services and other ongoing payments to EDS.

GMAC's  current  forecast of total direct  expenditures,  including the value of
services  performed by EDS attributable to GM's Year 2000 program,  approximates
$90 million. This amount includes the following:

- -    An  estimated  $75  million  in direct  GMAC  expenditures.  This  estimate
     includes  a $12  million  payment  from GMAC to EDS  (part of GM's  overall
     additional  payment to EDS of approximately  $62 million) at the end of the
     first  quarter  of 2000,  if  systems  remediated  by EDS under the  Master
     Service  Agreement  do not cause a  significant  business  disruption  that
     results in material financial loss to GM due to the millennium change; and,

- -    An estimated $15 million  representing the value of Year 2000 services that
     EDS is providing  to GMAC as part of normal fixed price  services and other
     ongoing payments to EDS under the Sector Service Agreement between GMAC and
     EDS, as well as the Master Service Agreement between GM and EDS.

Of  the  total   estimated  $75  million  in  direct   expense,   GMAC  incurred
approximately  $35 million of Year 2000 expense  through 1998, and an additional
$10 million during the first half of 1999.

In the normal course of its strategic  business plans, GMAC and its subsidiaries
may, from time to time,  acquire other businesses.  Such  acquisitions  occurred
throughout  1998 and 1999.  Year 2000 matters are routinely  assessed as part of
the due diligence review prior to conclusion of the  acquisition.  Related costs
incurred after the acquisition,  if any, are the  responsibility of GMAC and, as
such,  are included in the cost estimate data  provided  above.  Year 2000 costs
related to these acquisitions were generally  considered during the negotiations
and, in some instances,  reflected in the final purchase  price.  These costs do
not represent a material  portion of the total corporate  expense.  In addition,
the previously  existing Year 2000 programs of the acquired  companies are being
incorporated  into the GMAC program  outlined above, to accelerate the timelines
and ensure conformance to GMAC's Year 2000 program standards.

GMAC's Year 2000 program costs do not include  information  technology  projects
that have been delayed due to Year 2000, which are estimated to be approximately
$20 million,  or information  technology projects that have been accelerated due
to Year 2000, which are estimated to be less than $5 million.



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

YEAR 2000 (CONCLUDED)

In view of the  foregoing,  GMAC  does  not  currently  anticipate  that it will
experience a significant disruption of its business as a result of the Year 2000
issue.  However,  there is still uncertainty about the broader scope of the Year
2000 issue as it may affect GMAC and third  parties  that are critical to GMAC's
operations.  For example,  lack of readiness by electrical and water  utilities,
financial  institutions,  governmental  agencies or other  providers  of general
infrastructure could, in some geographic areas, pose significant  impediments to
GMAC's  ability  to  carry  on its  normal  operations  in the  area or areas so
affected.  In the event that GMAC is unable to complete its remedial  actions as
described  above and is unable to implement  adequate  contingency  plans in the
event that problems are encountered, there could be a material adverse effect on
GMAC's business, results of operations or financial condition.

Statements made herein regarding the  implementation of various phases of GMAC's
Year 2000 program, the costs expected to be associated with that program and the
results that GMAC expects to achieve constitute forward-looking  information. As
noted  above,  there are many  uncertainties  involved  in the Year 2000  issue,
including  the  extent to which  GMAC  will be able to  adequately  provide  for
contingencies that may arise as well as the broader scope of the Year 2000 issue
as it may affect third parties that are not controlled by GMAC. Accordingly, the
costs and  results of GMAC's  Year 2000  program and the extent of any impact on
GMAC's operations could vary materially from those stated herein.

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.  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.

In those  countries  that have adopted the Euro currency and in which GMAC has a
presence, the Company offers financial services to dealers and consumers in both
the local currency and the Euro.

ACCOUNTING STANDARDS

In  October  1998,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of  Financial  Accounting  Standards  (SFAS) No. 134,  Accounting  for
Mortgage-Backed  Securities  Retained after the Securitization of Mortgage Loans
Held for Sale by a Mortgage Banking  Enterprise,  effective for the first fiscal
quarter  beginning after December 15, 1998. The new standard requires that after
the  securitization  of  mortgage  loans  held for sale,  an entity  engaged  in
mortgage banking activities classify the resulting  mortgage-backed  security or
other retained  interests  based on its ability and intent to sell or hold those
investments.  The Company adopted this accounting  standard in the first quarter
of 1999, as required.  The effect of adopting this new  accounting  standard did
not have a material impact on the Company's consolidated financial statements.




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

ACCOUNTING STANDARDS (CONCLUDED)

In  June  1998,  the  FASB  issued  SFAS  No.  133,  Accounting  for  Derivative
Instruments and Hedging  Activities,  effective for fiscal years beginning after
June 15, 1999. In the second quarter of 1999, the FASB delayed implementation of
SFAS No. 133 until  fiscal years  beginning  on or after June 15, 2000.  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.
Management is currently assessing the impact of SFAS No. 133 on the consolidated
financial  statements  of the Company.  The Company  will adopt this  accounting
standard on January 1, 2001, as required.

In the first  quarter  of 1998,  the  American  Institute  of  Certified  Public
Accountants'  Accounting  Standards  Executive  Committee  issued  Statement  of
Position (SOP) 98-1,  Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use. SOP 98-1 provides  guidance on the  capitalization of
software  for  internal  use.  GMAC  adopted  SOP 98-1 on January  1,  1999,  as
required.  The effect of adopting  this SOP was not  material  to the  Company's
consolidated financial statements.



                           PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

The Company did not become a party to any  material  pending  legal  proceedings
during the second  quarter  ended June 30, 1999,  or prior to the filing of this
report.


ITEM 5. OTHER INFORMATION

                       RATIO OF EARNINGS TO FIXED CHARGES

                                Six Months Ended
                                    June 30,
                          ----------------------------

                              1999           1998
                              ----           ----
                              1.41           1.36

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   Second
                          Quarter and Six Months Ended June 30, 1999.

(b)        REPORTS ON FORM 8-K.

           The  Company  filed a report on Form 8-K on June 8,  1999,  reporting
           matters under Item 5, Other Events.








                                  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/_______________________________________
Dated:        AUGUST 10, 1999       William F. Muir, Executive Vice
              ---------------       President and Principal Financial Officer

                                    S/_______________________________________
Dated:        AUGUST 10, 1999       Gerald E. Gross, Comptroller and
              ---------------       Principal Accounting Officer







                                                                      Exhibit 20
                                                                     Page 1 of 7
                      GENERAL MOTORS ACCEPTANCE CORPORATION
                           CONSOLIDATED BALANCE SHEET



                                                                         June 30,          Dec. 31,         June 30,
                                                                           1999              1998             1998
                                                                      ---------------   ---------------  ----------------
ASSETS                                                                               (in millions of dollars)
- ------
                                                                                                
Cash and cash equivalents                                              $     2,684.2    $                $        873.0
                                                                                                 618.1
                                                                      ---------------   ---------------  ----------------

EARNING ASSETS
Investments in securities                                                    8,362.6           8,681.9          7,855.4
Finance receivables, net (Note 1)                                           74,865.7          71,101.2         60,554.5
Investment in operating leases, net                                         28,385.3          27,925.8         27,723.5
Notes receivable from General Motors Corporation                             2,992.5           2,270.5          2,718.5
Real estate mortgages - held for sale                                        5,444.2           7,969.7          3,938.0
                      - held for investment                                  1,536.7           1,296.7            793.0
                      - lending receivables                                  1,448.6           2,063.6          1,825.8
Due and deferred from receivable sales, net                                    110.1             111.5            240.0
Other                                                                        3,908.4           3,683.7          2,450.3
                                                                      ---------------   ---------------  ----------------
   Total earning assets                                                    127,054.1         125,104.6        108,099.0
                                                                      ---------------   ---------------  ----------------

Nonearning assets                                                            6,259.3           5,694.8          5,366.4
                                                                      ---------------   ---------------  ----------------

TOTAL ASSETS                                                           $   135,997.6    $    131,417.5   $    114,338.4
                                                                      ===============   ===============  ================

LIABILITIES AND STOCKHOLDER'S EQUITY
Notes, loans and debentures payable within one year (Note 2)           $    56,809.4    $     60,816.7   $     52,241.5
                                                                      ---------------   ---------------  ----------------

ACCOUNTS PAYABLE AND OTHER LIABILITIES
General Motors Corporation and affiliated companies                            521.8             929.6          1,738.6
Interest                                                                     1,418.5           1,264.2          1,225.1
Insurance losses and loss expenses                                           1,989.0           2,062.7          2,044.1
Unearned insurance premiums                                                  1,932.3           1,855.6          1,858.0
Deferred income taxes                                                        3,204.8           2,842.9          2,656.4
United States and foreign income and other taxes payable                       469.0             570.7            155.7
Other postretirement benefits                                                  695.7             685.3            676.5
Other                                                                        6,268.0           5,241.7          5,090.4
                                                                      ---------------   ---------------  ----------------
   Total accounts payable and other liabilities                             16,499.1          15,452.7         15,444.8
                                                                      ---------------   ---------------  ----------------

Notes, loans and debentures payable after one year (Note 3)                 52,315.3          45,356.5         37,322.3
                                                                      ---------------   ---------------  ----------------

Common stock, $.10 par value (authorized 10,000
 shares, outstanding 10 shares) and paid-in capital                          2,200.0           2,200.0          2,200.0
Net income retained for use in the business                                  8,060.0           7,351.6          6,890.3
Net unrealized gains on securities                                             335.6             381.5            408.2
Unrealized accumulated foreign currency translation adjustment                (221.8)           (141.5)          (168.7)
                                                                      ---------------   ---------------  ----------------
   Accumulated other comprehensive income                                      113.8             240.0            239.5
                                                                                        ---------------
                                                                      ---------------                    ----------------
   Total stockholder's equity                                               10,373.8           9,791.6          9,329.8
                                                                      ---------------   ---------------  ----------------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                             $   135,997.6    $    131,417.5   $    114,338.4
                                                                      ===============   ===============  ================

Certain   amounts  for  1998  have  been   reclassified  to  conform  with  1999
classifications.

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



                                                                      Exhibit 20
                                                                     Page 2 of 7

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                        CONSOLIDATED STATEMENT OF INCOME,
                 NET INCOME RETAINED FOR USE IN THE BUSINESS AND
                              COMPREHENSIVE INCOME






                                                                               Period Ended June 30,
                                                          -----------------------------------------------------------------
                                                                  Second Quarter                      Six Months
                                                          -------------------------------   --------------------------------
                                                               1999             1998             1999            1998
                                                          ----------------  --------------  ---------------  --------------
                                                                              (in millions of dollars)
                                                                                                   
FINANCING REVENUE
Retail and lease financing                                    $  1,069.2       $    950.3      $  2,075.1      $  1,852.3
Operating leases                                                 1,796.8          1,808.9         3,592.3         3,593.6
Wholesale and term loans                                           495.2            445.5           970.9           865.6
                                                          ----------------  --------------  ---------------  --------------
   Total automotive financing revenue                            3,361.2          3,204.7         6,638.3         6,311.5
Interest and discount                                            1,538.0          1,454.7         3,050.9         2,839.2
Depreciation on operating leases                                 1,161.7          1,160.8         2,350.2         2,339.1
                                                          ----------------  --------------  ---------------  --------------
   Net automotive financing revenue                                661.5            589.2         1,237.2         1,133.2
Insurance premiums earned                                          442.2            479.8           888.8           950.8
Mortgage revenue                                                   730.3            500.5         1,458.5           917.9
Other income                                                       365.4            336.9           739.5           667.7
                                                          ----------------  --------------  ---------------  --------------
   Net financing revenue and other                               2,199.4          1,906.4         4,324.0         3,669.6
                                                          ----------------  --------------  ---------------  --------------

EXPENSES
Salaries and benefits                                              398.4            304.2           794.1           610.6
Other operating expenses                                           712.9            565.3         1,334.1         1,061.5
Insurance losses and loss adjustment expenses                      338.1            387.6           685.3           726.2
Provision for credit losses                                        110.4            121.5           229.7           228.7
                                                          ----------------  --------------  ---------------  --------------
   Total expenses                                                1,559.8          1,378.6         3,043.2         2,627.0
                                                          ----------------  --------------  ---------------  --------------

Income before income taxes                                         639.6            527.8         1,280.8         1,042.6
United States, foreign and other income taxes                      248.5            163.1           497.4           328.6
                                                          ----------------  --------------  ---------------  --------------
NET INCOME                                                         391.1            364.7           783.4           714.0

Net income retained for use in the business
 at beginning of the period                                      7,668.9          6,600.6         7,351.6         6,326.3
                                                          ----------------  --------------  ---------------  --------------
Total                                                            8,060.0          6,965.3         8,135.0         7,040.3
Cash dividends                                                      --               75.0            75.0           150.0
                                                          ----------------  --------------  ---------------  --------------
NET INCOME RETAINED FOR USE IN THE BUSINESS
   AT END OF THE PERIOD                                       $  8,060.0       $  6,890.3      $  8,060.0      $  6,890.3
                                                          ================  ==============  ===============  ==============

TOTAL COMPREHENSIVE INCOME                                    $    359.9       $    341.9      $    657.2      $    723.7
                                                          ================  ==============  ===============  ==============





                                                                      Exhibit 20
                                                                     Page 3 of 7

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS



                                                                Six Months Ended June 30,
                                                               ----------------------------
                                                               -------------  -------------
                                                                   1999           1998
                                                               -------------  -------------
                                                                 (in millions of dollars)

                                                                         
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                      $     783.4    $     714.0
Depreciation                                                        2,407.5        2,373.8
Provision for credit losses                                           229.7          228.7
Gains on sales of finance receivables                                 (54.9)         (31.0)
Gains on sales of available for sale investment securities            (99.1)         (86.5)
Mortgage loans      - originations/purchases                      (26,532.1)     (25,193.8)
                    - proceeds on sale                             29,537.0       26,375.3
Mortgage related securities held for trading
                           - acquisitions                            (740.1)      (1,124.0)
                           - liquidations                           1,156.4          654.0
Changes in the following items:
  Due to General Motors Corporation and affiliated companies         (390.6)         208.2
  Taxes payable and deferred                                          325.1         (100.4)
  Interest payable                                                    153.7          126.3
  Other assets                                                       (279.0)        (384.7)
  Other liabilities                                                   716.9          626.2
Other                                                                 179.1          130.1
                                                               -------------  -------------
  Net cash provided by operating activities                         7,393.0        4,516.2
                                                               -------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES
Finance receivables                  - acquisitions               (90,201.4)     (78,432.3)
                                     - liquidations                67,510.1       58,935.5
Notes receivable from General Motors Corporation                     (677.8)      (2,175.9)
Operating leases                     - acquisitions                (8,200.9)      (9,337.8)
                                     - liquidations                 5,144.5        4,876.9
Investments in available for sale securities:
                                     - acquisitions               (10,143.8)      (8,106.2)
                                     - maturities                   8,791.2        6,755.9
                                     - proceeds from sales          1,406.3        2,016.2
Investments in held to maturity securities:
                                     - acquisitions                  (108.0)           -
                                     - maturities                       -              -
Mortgage servicing rights            - acquisitions                  (661.5)        (741.9)
                                     - liquidations                     3.8            7.2
Proceeds from sales of receivables   - wholesale                   16,194.9       15,840.7
                                     - retail                       2,487.8        1,515.6
Due and deferred from receivable sales                                 (0.8)         446.9
Acquisitions of net assets of businesses, less cash acquired         (126.0)         (15.3)
Other                                                                 381.4          273.3
                                                               -------------  -------------
  Net cash used in investing activities                            (8,200.2)      (8,141.2)
                                                               -------------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt                           15,247.6        8,370.7
Principal payments on long-term debt                               (7,230.0)      (6,511.2)
Change in short-term debt, net                                     (5,072.2)       1,197.6
Notes payable to General Motors Corporation                             -            832.0
Dividends paid                                                        (75.0)        (150.0)
                                                               -------------  -------------
  Net cash provided by financing activities                         2,870.4        3,739.1
                                                               -------------  -------------

Effect of exchange rate changes on cash and cash equivalents            2.9           (0.3)
                                                               -------------  -------------

  Net increase in cash and cash equivalents                         2,066.1          113.8
Cash and cash equivalents at the beginning of the period              618.1          759.2
                                                               =============  =============
Cash and cash equivalents at the end of the period              $   2,684.2    $     873.0
                                                               =============  =============

SUPPLEMENTARY CASH FLOWS INFORMATION
  Interest paid                                                 $   2,814.9    $   2,671.9
  Income taxes paid                                                   151.1          322.2


Certain   amounts  for  1998  have  been   reclassified  to  conform  with  1999
classifications.

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 the six months ended June 30, 1999 and 1998, assets acquired, liabilities
assumed,  and  consideration  paid for the  acquisitions  of businesses  were as
follows:

                                     Six Months Ended
                                         June 30,
                                 --------------------------
                                    1999          1998
                                 ------------  ------------
                                 (in millions of dollars)
Fair value of assets acquired       $  730.6      $   19.1
Cash acquired                          (14.6)         --
Liabilities assumed                   (590.0)         (3.8)
                                 ============  ============
Net acquisitions                    $  126.0      $   15.3
                                 ============  ============



























                                                                      Exhibit 20
                                                                     Page 4 of 7

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  FINANCE RECEIVABLES

The composition of finance receivables outstanding is summarized as follows:



                                                       June 30,           Dec. 31,          June 30,
                                                         1999               1998              1998
                                                    ----------------   ---------------   ---------------
                                                                 (in millions of dollars)
                                                                                    
United States
  Retail                                                 $ 35,279.3        $ 33,320.9        $ 30,651.5
  Wholesale                                                17,334.3          17,721.7          12,102.8
  Leasing and lease financing                                 672.3             631.8             651.8
  Other                                                     6,939.3           4,990.4           3,829.5
                                                    ----------------   ---------------   ---------------
Total United States                                        60,225.2          56,664.8          47,235.6
                                                    ----------------   ---------------   ---------------

Europe
  Retail                                                    5,297.7           5,282.0           4,990.0
  Wholesale                                                 3,879.9           4,422.5           3,414.6
  Leasing and lease financing                                 447.0             483.3             481.8
  Other                                                       424.3             473.6             340.2
                                                    ----------------   ---------------   ---------------
Total Europe                                               10,048.9          10,661.4           9,226.6
                                                    ----------------   ---------------   ---------------

Canada
  Retail                                                    2,104.8           1,747.2           1,514.6
  Wholesale                                                 2,602.5           1,935.7           2,490.3
  Leasing and lease financing                                 830.2             806.0             941.9
  Other                                                       114.6             119.1              83.5
                                                    ----------------   ---------------   ---------------
Total Canada                                                5,652.1           4,608.0           5,030.3
                                                    ----------------   ---------------   ---------------

Other Countries
  Retail                                                    2,431.2           2,308.2           2,191.9
  Wholesale                                                   933.2           1,017.7           1,013.7
  Leasing and lease financing                                 678.5             583.3             512.6
  Other                                                       176.6             258.2             138.4
                                                    ----------------   ---------------   ---------------
Total Other Countries                                       4,219.5           4,167.4           3,856.6
                                                    ----------------   ---------------   ---------------
Total finance receivables                                  80,145.7          76,101.6          65,349.1
                                                    ----------------   ---------------   ---------------

Deductions
  Unearned income                                           4,189.7           3,979.8           3,844.6
  Allowance for credit losses                               1,090.3           1,020.6             950.0
                                                    ----------------   ---------------   ---------------
Total deductions                                            5,280.0           5,000.4           4,794.6
                                                    ----------------   ---------------   ---------------
Finance receivables, net                                 $ 74,865.7        $ 71,101.2        $ 60,554.5
                                                    ================   ===============   ===============







                                                                      Exhibit 20
                                                                     Page 5 of 7

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2.  NOTES, LOANS AND DEBENTURES PAYABLE WITHIN ONE YEAR




                                                       June 30,           Dec. 31,          June 30,
                                                         1999               1998              1998
                                                    ----------------   ---------------   ---------------
                                                                 (in millions of dollars)

                                                                                    
Short-term notes
 Commercial paper                                        $ 29,462.8        $ 32,138.8        $ 27,997.8
 Master notes                                                 582.6             652.2             377.5
 Demand notes                                               6,028.1           6,445.5           5,233.4
 Other                                                      1,218.7           1,437.2           1,222.2
                                                    ----------------   ---------------   ---------------
Total principal amount                                     37,292.2          40,673.7          34,830.9
Unamortized discount                                        (163.9)            (127.5)           (154.3)
                                                    ----------------   ---------------   ---------------
Total                                                      37,128.3          40,546.2          34,676.6
                                                    ----------------   ---------------   ---------------

Bank loans and overdrafts
 United States                                              2,508.6           1,669.9           1,811.4
 Other countries                                            5,191.2           6,543.1           5,495.2
                                                    ----------------   ---------------   ---------------
Total                                                       7,699.8           8,213.0           7,306.6
                                                    ----------------   ---------------   ---------------

Other notes, loans and debentures
 payable within one year
 United States                                             10,635.9          10,518.6           8,899.4
 Other countries                                            1,345.4           1,538.9           1,358.9
                                                    ----------------   ---------------   ---------------
Total                                                      11,981.3          12,057.5          10,258.3
                                                    ----------------   ---------------   ---------------
Total payable within one year                            $ 56,809.4        $ 60,816.7        $ 52,241.5
                                                    ================   ===============   ===============









                                                                      Exhibit 20
                                                                     Page 6 of 7

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 3.  NOTES, LOANS AND DEBENTURES PAYABLE AFTER ONE YEAR



                                         Weighted Average
                                        interest rates at       June 30,         Dec. 31,         June 30,
                                          June 30, 1999           1999             1998             1998
                                        -------------------  ---------------- ---------------- ----------------
United States                                                            (in millions of dollars)
                                                                                     
 1999                                                          $        -       $        -       $    2,802.1
 2000                                          5.4%                 4,263.7         10,195.4          6,214.9
 2001                                          6.0%                10,132.2          7,795.8          5,748.5
 2002                                          5.8%                 8,994.0          7,039.2          6,616.0
 2003                                          5.8%                 7,248.3          6,929.3          4,692.8
 2004                                          6.0%                 3,887.8            997.2            413.8
 2005 - 2009                                   5.8%                 5,906.9          2,673.9          2,545.9
 2010 - 2014                                   8.2%                 2,359.6          1,600.0          1,274.5
 2015 - 2019                                   10.3%                  373.8            373.8            373.8
 2020 - 2049                                   4.9%                    75.0             75.0             75.0
                                                             ---------------- ---------------- ----------------
Total United States                                                43,241.3         37,679.6         30,757.3

Other countries
1999 - 2008                                    5.3%                 9,724.9          8,347.6          7,248.5
                                                             ---------------- ---------------- ----------------

Total notes, loans and debentures                                  52,966.2         46,027.2         38,005.8
Unamortized discount                                                 (650.9)          (670.7)          (683.5)
                                                             ---------------- ---------------- ----------------

 Total payable after one year                                  $   52,315.3     $   45,356.5     $   37,322.3
                                                             ================ ================ ================



 .










                                                                      Exhibit 20
                                                                     Page 7 of 7

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4. 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 six months
ended June 30, 1999 and 1998 are summarized below:

(in millions of dollars)



                                                                                  Eliminations/
                         GMAC-NAO        GMAC-IO        GMACI        GMACMG     Reclassifications      Total
                       -------------- -------------- ------------ ------------- ------------------ ---------------
                                                                                    
For the Quarters Ended:
JUNE 30, 1999
Net automotive
 financing revenue           $ 417.1       $ 228.5     $     0.0     $     0.0         $   15.9       $    661.5

Other revenue                  376.9          14.0         587.7         579.8            (20.5)         1,537.9

Net income                     224.4          50.1          50.2          66.4              0.0            391.1

JUNE 30, 1998
Net automotive
 financing revenue           $ 381.8       $ 205.6     $     0.0     $     0.0         $    1.8       $    589.2

Other revenue                  378.1           6.2         598.0         339.6             (4.7)         1,317.2

Net income                     232.4          55.6          53.9          22.8              0.0            364.7

For the Six Months Ended:
JUNE 30, 1999
Net automotive
 financing revenue           $ 753.5       $ 449.1     $     0.0     $     0.0         $   34.6       $  1,237.2

Other revenue                  796.4          25.2       1,170.9       1,137.8            (43.5)         3,086.8

Net income                     404.8          99.3         115.1         164.2              0.0            783.4

JUNE 30, 1998
Net automotive
 financing revenue           $ 741.6       $ 408.6     $     0.0     $     0.0         $  (17.0)      $  1,133.2

Other revenue                  707.6          13.1       1,211.7         592.7             11.3          2,536.4

Net income                     422.6         112.0         133.6          45.8              0.0            714.0