THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS SUPPLEMENT IS NOT AN OFFER TO SELL THESE SECURITIES AND WE
ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE
THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED .

VERSION 2
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED , 199

GMAC -- GRANTOR TRUST
$ % Asset Backed Certificates, Class A

CAPITAL AUTO RECEIVABLES, INC.
Seller

GENERAL MOTORS ACCEPTANCE CORPORATION
Servicer
CONSIDER CAREFULLY THE RISK
FACTORS BEGINNING ON PAGE
IN THIS PROSPECTUS
SUPPLEMENT AND THE RISK
FACTORS BEGINNING ON PAGE
IN THE PROSPECTUS.

The certificates represent
the beneficial interest in
the related trust only. The
certificates issued by any
trust do not represent
interests in, and are not
guaranteed by Capital Auto
Receivables, Inc., GMAC, or
any of their affiliates

This prospectus supplement
may be used to offer and
sell any certificates only
if accompanied by the
prospectus.
THE CLASS A CERTIFICATES

The trust will issue Class A Certificates as
follows:

% $

Principal Amount
Price to Public(1)
Underwriting Discount
Proceeds to Seller

(1) Plus accrued interest, if any, from
.
Principal and interest on the Class A
Certificates will be payable on each monthly
Distribution Date. Interest will begin accruing
on , 199 . The first Distribution Date
will be .
CREDIT ENHANCEMENT
$ in principal amount of Class B
Certificates, which are subordinated to the
Class A Certificates.

Subordination Spread Account, with an initial balance of $ , which
will increase to at least $ .

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

[Underwriters]

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2

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

We provide information to you about the Class A Certificates in two
separate documents:

(a) the accompanying prospectus, which provides general information.

(b) this prospectus supplement, which will describe the specific terms
of your Class A Certificates and the specific meanings that certain terms
will have.

IF THE TERMS OF THE CLASS A CERTIFICATES VARY BETWEEN THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS, YOU SHOULD RELY ON THE INFORMATION IN THIS
PROSPECTUS SUPPLEMENT.

You should rely only on the information provided in this prospectus
supplement and the accompanying prospectus, including the information
incorporated by reference. We have not authorized anyone to provide you with
other or different information. We are not offering the Class A Certificates in
any state where the offer is not permitted. We do not claim that the information
in this prospectus supplement and the accompanying prospectus is accurate on any
date other than the dates stated on their respective covers.

The following Table of Contents and the Table of Contents in the
accompanying prospectus provide the pages on which these captions are located.

Capitalized terms used in this prospectus supplement are defined under the
caption "Glossary of Terms" beginning on page in the accompanying prospectus.

S-2
3

TABLE OF CONTENTS

PAGE
----

PROSPECTUS SUPPLEMENT
THE CERTIFICATES............................................ S-4
THE RECEIVABLES POOL........................................ S-4
ERISA CONSIDERATIONS........................................ S-7
UNDERWRITING................................................ S-7
LEGAL OPINIONS.............................................. S-7
PROSPECTUS
PROSPECTUS SUMMARY.......................................... 3
RISK FACTORS................................................ 6
THE TRUSTS.................................................. 9
THE RECEIVABLES............................................. 10
WEIGHTED AVERAGE LIFE OF THE CERTIFICATES................... 11
CLASS A POOL FACTOR AND TRADING INFORMATION................. 11
USE OF PROCEEDS............................................. 11
THE SELLER.................................................. 12
THE SERVICER................................................ 12
THE CERTIFICATES............................................ 13
CERTAIN LEGAL ASPECTS OF THE RECEIVABLES.................... 28
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS................... 32
ERISA CONSIDERATIONS........................................ 35
PLAN OF DISTRIBUTION........................................ 37
LEGAL OPINIONS.............................................. 38
REPORTS TO CERTIFICATEHOLDERS............................... 38
WHERE YOU CAN FIND MORE INFORMATION......................... 38
INCORPORATION BY REFERENCE.................................. 38
GLOSSARY OF TERMS........................................... 40

S-3
4

THE CERTIFICATES

The GMAC 19 - Grantor Trust will issue a series of certificates
consisting of two classes, entitled % Asset Backed Certificates, Class A and
% Asset Backed Certificates, Class B. We are not offering the Class B
Certificates for sale; initially, Capital Auto Receivables, Inc. will own them.

We have set forth below certain specific information about the Class A
Certificates and the GMAC 19 - Grantor Trust. You can only understand this
information by reading the accompanying prospectus. The prospectus provides the
context in which the following terms are used.

GENERAL
Aggregate Amount Financed................................... $
Cutoff Date................................................. , 19
Closing Date................................................ , 19
Trustee
Basic Servicing Fee Rate.................................... %
Final Distribution Date..................................... , 20
CERTIFICATE TERMS
Class A Percentage.......................................... %
Class B Percentage.......................................... %
Initial Class A Certificate Balance......................... $
Initial Class B Certificate Balance......................... $
Pass Through Rate........................................... %
Subordinations
Subordination Initial Deposit............................... $
Minimum Subordination Spread Amount......................... $
Maximum Subordination Spread Amount......................... $
Specified Subordination Percentage Trigger.................. %
Subordination Spread Amount................................. $
SUBORDINATION SPREAD TRIGGER................................ $

THE RECEIVABLES POOL

The receivables to be included in the pool of receivables related to this
series of certificates were selected from GMAC's portfolio based on several
criteria, including that each such receivable:

- has a first payment due date on or after , 19 ;

- has an original term of to 60 months;

- provides for finance charges at an annual percentage rate with the range
specified in the second following table;

- as of the Cutoff Date, was not more than 29 days past due; and

- satisfies the other criteria set forth in the prospectus under "The
Receivables."

As of the Cutoff Date, Scheduled Interest Receivables represented
approximately % of the pool of receivables by Aggregate [Amount Financed],
with the remainder being Simple Interest Receivables.

Approximately % of the Aggregate [Amount Financed] of the receivables,
constituting % of the number of receivables, as of the Cutoff Date, represent
receivables
S-4
5

secured by new vehicles. The remainder are secured by used vehicles. The
following tables describe the pool of receivables:

COMPOSITION OF THE POOL OF RECEIVABLES

Weighted Average Annual Percentage Rate of Receivables...... --%
Aggregate Amount Financed................................... $ --
Number of Contracts in Pool................................. --
Average Amount Financed..................................... $ --
Weighted Average Original Maturity.......................... months
Weighted Average Remaining Maturity......................... months
Schedule Weighted Average Life(1)........................... months

- - -------------------------
(1) Based on Scheduled Payments due on and after the Cutoff Date and assuming
that no prepayments on the receivables are made and that all payments on
Simple Interest Receivables are received on their respective due dates.

DISTRIBUTION BY ANNUAL PERCENTAGE RATE OF THE POOL OF RECEIVABLES

PERCENTAGE OF
ANNUAL PERCENTAGE NUMBER OF AGGREGATE AMOUNT
RATE RANGE CONTRACTS AMOUNT FINANCED FINANCED
----------------- --------- --------------- ----------------

6.00% to 7.00%....................... $ %
7.01 to 8.00.........................
8.01 to 9.00.........................
9.01 to 10.00........................
10.01 to 11.00.......................
11.01 to 12.00.......................
12.01 to 13.00.......................
13.01 to 14.00.......................
14.01 to 15.00.......................
15.01 to 16.00.......................
16.01 to 17.00.......................
17.01 to 18.00.......................
18.01 to 19.00.......................
19.01 to 20.00.......................
TOTAL...................... 100.0%
======= ============== =======

The pool of receivables includes receivables originated in 46 states and
the District of Columbia. The following table sets forth the percentage of the
Aggregate Amount Financed

S-5
6

in the states with the largest concentration of receivables. No other state
accounts for more than % of the Aggregate Amount Financed.

PERCENTAGE OF
AGGREGATE
STATE(1) AMOUNT FINANCED
-------- ---------------

.................................. --%
.................................. --%
.................................. --%
.................................. --%
.................................. --%

- - -------------------------
(1) Based on billing address of the obligors on the Receivables.

DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

The following table shows GMAC's experience in the United States for (1)
delinquency on new and used retail car and light truck receivables, (2)
repossessions and (3) net losses relating to GMAC's entire vehicle portfolio
(including receivables previously sold by GMAC which it continues to service).
There can be no assurance that the delinquency, repossession and net loss
experience on the pool of receivables will be similar to GMAC's historical
experience set forth below.

YEAR ENDED DECEMBER 31
------------------------------------------------
1997 1996 1995 1994 1993
NEW AND USED VEHICLE CONTRACTS ---- ----- ----- ----- -----

Total Retail Contracts Outstanding at
End of the Period (in thousands)...... -- 3,005 3,518 3,892 4,589
Average Daily Delinquency
31-60 Days.............................. % 3.14% 2.75% 2.32% 2.35%
61-90 Days.............................. 0.22 0.19 0.12 0.11
91 Days or More......................... 0.03 0.02 0.02 0.02
Percent of Portfolio with Recourse to
Dealers at End of the Period.......... % 1.9% 2.4% 3.6% 4.1%
Repossessions as a Percent of Average
Number of Contracts Outstanding....... % 3.59% 3.07% 2.31% 2.17%
Net Losses as a Percent of Liquidations
(1)................................... % 2.64% 1.57% 0.96% 1.03%
Net Losses as a Percent of Average
Receivables (1)....................... % 1.58% 0.95% 0.57% 0.64%

- - -------------------------
(1) Percentages based on gross accounts receivable including unearned income.

The net loss figures above reflect the fact that GMAC had recourse to
dealers on a portion of its retail installment sale contracts. The percentage of
the Aggregate Amount Financed with recourse to dealers in the pool of
receivables is %. GMAC applies the same underwriting standards to the
purchase of contracts without regard to whether dealer recourse is provided.
Based on its experience, GMAC believes that there is no material difference
between the rates of delinquency and repossession on contracts with recourse
against dealers as compared to contracts without recourse against dealers.
However, the net loss experience of contracts without recourse against dealers
is higher than that of contracts with recourse against dealers because, under
its recourse obligation, the dealer is

S-6
7

responsible to GMAC for payment of the unpaid balance of the contract, provided
GMAC retakes the car from the obligor and returns it to the dealer within a
specified time.

ERISA CONSIDERATIONS

The exemption described in the prospectus under the caption "ERISA
Considerations" refers to the exemption granted to [Prohibited
Transaction Exemption ; Exemption Application No. ;
Fed. Reg. ( )].

UNDERWRITING

Subject to the terms and conditions set forth in an underwriting agreement,
the seller has agreed to sell to each of the underwriters named below, and each
of the underwriters, for whom is acting as representative, has
severally agreed to purchase from the seller, the principal amount of Class A
Certificates set forth opposite its name below:

AGGREGATE PRINCIPAL
AMOUNT OF
CLASS A CERTIFICATES
UNDERWRITERS TO BE PURCHASED
------------ --------------------

$
Total............................................. $

The seller has been advised by the representative that the several
underwriters propose initially to offer the Class A Certificates to the public
at the price set forth on the cover page hereof, and to certain dealers at such
price less a concession not in excess of 0. % of the Class A Certificate
denominations. The underwriters may allow and such dealers may reallow a
concession not in excess of 0. % of the Class A Certificate denominations to
certain other dealers. After the initial public offering, the public offering
price and such concessions may be changed.

The underwriters may engage in over-allotment transactions, stabilizing
transactions, syndicate covering transactions and penalty bids with respect to
the Class A Certificates in accordance with Regulation M under the Securities
Exchange Act of 1934. Over-allotment transactions involve syndicate sales in
excess of the offering size, which creates a syndicate short position.
Stabilizing transactions permit bids to purchase the Class A Certificates so
long as the stabilizing bids do not exceed a specified maximum. Syndicate
covering transactions involve purchases of the Class A Certificates in the open
market after the distribution has been completed in order to cover syndicate
short positions. Penalty bids permit the underwriters to reclaim a selling
concession from a syndicate member when the Class A Certificates originally sold
by such syndicate member are purchased in a syndicate covering transaction.
Suchover-allotment transactions, stabilizing transactions, syndicate covering
transactions and penalty bids may cause the prices of the Class A Certificates
to be higher than they would otherwise be in the absence of such transactions.
Neither the seller nor any of the underwriters represent that the underwriters
will engage in any such transactions or that such transactions, once commenced,
will not be discontinued without notice at any time.

LEGAL OPINIONS

In addition to the legal opinions described in the prospectus, certain
legal matters relating to the certificates will be passed upon for the
underwriters by Mayer, Brown & Platt. Mayer, Brown & Platt has from time to time
represented, and is currently representing, General Motors Corporation and
certain of its affiliates.

-------------------------
S-7
8

Until , 19 , all dealers effecting transactions in the
Class A Certificates, whether or not participating in this distribution, may be
required to deliver a prospectus supplement and the prospectus to which it
relates. This delivery requirement is in addition to the obligation of dealers
to deliver a prospectus supplement and prospectus when acting as underwriters
and with respect to their unsold allotments or subscriptions.

GMAC 199 - GRANTOR TRUST

% ASSET BACKED
CERTIFICATES, CLASS A

CAPITAL AUTO RECEIVABLES, INC.
SELLER

GENERAL MOTORS ACCEPTANCE CORPORATION
SERVICER

-------------------------------------

PROSPECTUS SUPPLEMENT
-------------------------------------

, 199