EXHIBIT 23(b)

                             CONSENT OF COUNSEL


Motors Mechanical Reinsurance Company, Limited:

We hereby consent to the reference to our name under the captions
"United States Federal Tax Considerations," "Legal Matters" and
"Experts" in the Prospectus which is part of this Registration
Statement.



                         s/LeBoeuf, Lamb, Greene & MacRae, L.L.P.


Washington, D.C.
April 22, 1996