As filed with the Securities and Exchange Commission on April 6, 2001

                                                      Registration No. 333-XXXXX
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------

                      General Motors Acceptance Corporation
             A Delaware Corporation-- I.R.S. Employer No. 38-0572512

                      General Motors Acceptance Corporation
                             200 Renaissance Center
                             Detroit, Michigan 48265
                                 (313-556-5000)

                                Agent For Service
                    Jerome B. Van Orman, Jr., Vice President
                      General Motors Acceptance Corporation
         200 Renaissance Center, Detroit, Michigan 48265 (313-665-6266)

     Approximate date of commencement of proposed sale to the public: As soon as
practicable on or after the effective date of this Registration Statement.

                               __________________


     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest reinvestment plans, check the following box.
                                                                             ---

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  X
                                             ----

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering.
                                                        ---

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering.
                      ---

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box.
                                ---

                               __________________




                         CALCULATION OF REGISTRATION FEE
================================================================================================================
Title of                                         Proposed                Proposed
Each Class                                       Maximum                 Maximum
of Securities             Amount                 Offering                Aggregate              Amount of
to be                     to be                  Price                   Offering               Registration
Registered                Registered (1)(2)      Per Unit                Price (3)              Fee

----------------------------------------------------------------------------------------------------------------
                                                                                      
Debt Securities          $19,300,000,000         Various               $19,300,000,000         $4,825,000.00
----------------------------------------------------------------------------------------------------------------
Warrants                   (2)
================================================================================================================



Or, if any Debt  Securities  (a) are  denominated  or  payable  in a foreign  or
composite  currency or currencies,  such principal  amount as shall result in an
aggregate initial offering price equivalent to  $30,000,000,000,  at the time of
initial  offering,  (b) are issued at an original issue  discount,  such greater
principal  amount as shall  result in an  aggregate  initial  offering  price of
$30,000,000,000,  or (c) are  issued  with  their  principal  amount  payable at
maturity to be determined  with  reference to a currency  exchange rate or other
index,  such principal  amount as shall result in an aggregate  initial offering
price of $30,000,000,000.

(1)  The amount of Debt Securities and Warrants being registered,  together with
     $10,700,000,000  remaining  Debt  Securities  registered  on March 16, 2000
     (Registration No.  333-32650),  represents the maximum aggregate  principal
     amount of Securities  which,  on April 06, 2001, are expected to be offered
     for sale.

(2)  Warrants  may be offered and sold  entitling  the holder to purchase any of
     the Debt  Securities as permitted by Rule 457(g);  no  registration  fee is
     attributable to the Warrants registered hereby.

(3)  Estimated  solely  for  the  purpose  of  determining  the  amount  of  the
     registration fee.

     Pursuant  to Rule 429  under the  Securities  Act of 1933,  the  prospectus
included in this  Registration  Statement also relates to debt securities of the
registrant remaining unissued under Registration Statement No. 333-32650.

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

     The Registrant  hereby amends this  Registration  Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

================================================================================



                   Subject to Completion, Dated April 6, 2001

PROSPECTUS

                                 $30,000,000,000
                      General Motors Acceptance Corporation

                                Debt Securities,
                      Warrants to Purchase Debt Securities

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

     We will offer from time to time debt  securities  or  warrants  to purchase
debt  securities.  We will provide the  specific  terms of these  securities  in
supplements  to  this  prospectus.  You  should  read  this  prospectus  and any
supplemental prospectus carefully before you invest.

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

     We reserve the sole right to accept and, together with our agents from time
to time, to reject in whole or in part any proposed purchase of securities to be
made directly or through any agents.

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

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission  has approved or disapproved  of these  securities,  or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

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

                                 April XX, 2001




     You should rely only on the  information  contained in or  incorporated  by
reference in this prospectus or any  accompanying  supplemental  prospectus.  We
have not authorized anyone to provide you with different  information or to make
any additional  representations.  We are not making an offer of these securities
in any state  where the offer is not  permitted.  You should not assume that the
information  contained in or incorporated by reference in this prospectus or any
prospectus  supplement  is  accurate  as of any date  other than the date on the
front of each of those documents.


                         Table of Contents

                                                                        Page
   Principal Executive Offices...................................          2
   Where You Can Find More Information ..........................          2
   Incorporation of Certain Documents by Reference ..............          2
   Description of General Motors Acceptance Corporation..........          3
   Ratio of Earnings to Fixed Charges............................          3
   Use of Proceeds...............................................          3
   Description of Debt Securities................................          3
   Description of Warrants.......................................          8
   Plan of Distribution..........................................          9
   Experts.......................................................         11

     Unless the context  indicates  otherwise,  the words "GMAC",  "we",  "our",
"ours" and "us" refer to General Motors Acceptance Corporation.

     Any agent's commissions or dealer or underwriter's discounts in relation to
the sale of  securities  covered  by this  prospectus  will be set  forth in the
applicable  prospectus  supplement.  The net  proceeds we receive from such sale
will be (a) the purchase price of the securities  less such agent's  commission,
(b) the  purchase  price of the  securities,  in the case of a dealer or (c) the
public offering price of the securities less such underwriter's discount.  There
will be an  additional  deduction  from the proceeds in the case of (a), (b) and
(c), for other  related  issuance  expenses.  Our  aggregate  proceeds  from all
securities  sold  will be the  purchase  price of the  securities  sold less the
aggregate of the agents'  commissions,  the underwriter  discounts and any other
expenses of issuance and distribution.





                           Principal Executive Offices

     Our  principal  executive  offices are located at 200  Renaissance  Center,
Detroit, Michigan 48265, and our telephone number is 313-556-5000.

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

                       Where You Can Find More Information

     We file annual,  quarterly,  and special reports and other information with
the SEC. You may read and copy any reports or other  information  we file at the
public reference room of the SEC located at 450 Fifth Street, N.W.,  Washington,
D.C. 20549.  You may also inspect our filings at the following  Regional Offices
of the SEC located at Citicorp  Center,  500 West  Madison  Street,  Suite 1400,
Chicago, Illinois 60661-2511 and Seven World Trade Center, Suite 1300, New York,
New York 10048.  You may also request  copies of our documents upon payment of a
duplicating  fee, by writing to the SEC's Public  Reference Room. You may obtain
information   regarding  the  Public  Reference  Room  by  calling  the  SEC  at
1-800-SEC-0330.  SEC filings are also  available  to the public from  commercial
document retrieval services and over the Internet at http://www.sec.gov. Reports
and other information can also be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.

     We have filed with the SEC a  registration  statement on Form S-3 (together
with all  amendments  and  exhibits,  the  "registration  statement")  under the
Securities Act of 1933 with respect to the securities.  This  prospectus,  which
constitutes  part of the  registration  statement,  does not  contain all of the
information  set  forth  in the  registration  statement.  Certain  parts of the
registration  statement are omitted from the  prospectus in accordance  with the
rules and regulations of the SEC.

                 Incorporation of Certain Documents by Reference

     The SEC allows us to  "incorporate  by reference"  information we file with
them, which means that we can disclose important information to you by referring
you to those  documents,  including our annual,  quarterly and current  reports,
that are considered part of this prospectus. Information that we file later with
the SEC will automatically update and supersede this information.

     We  incorporate  by  reference  the  documents  set  forth  below  that  we
previously filed with the SEC and any future filings made with the SEC until the
offering of all the  securities  has been  completed.  These  documents  contain
important information about GMAC and its finances.

SEC Filings (File No. 1-3754)                        Period
-----------------------------                        ------
Annual Report on Form 10-K                  Year ended December 31, 2000


     You may request a copy of the documents  incorporated  by reference in this
prospectus,  except  exhibits  to such  prospectus,  at no cost,  by  writing or
telephoning the office of G. E. Gross, Controller,  at the following address and
telephone number:

                      General Motors Acceptance Corporation
                      200 Renaissance Center
                      Mail code 482-B07-C24
                      Detroit, Michigan 48265-2000
                      Tel: (313) 665-4327


              Description of General Motors Acceptance Corporation

     We are a  wholly-owned  subsidiary of General Motors  Corporation  and were
incorporated in 1997 under the Delaware  General  Corporation Law. On January 1,
1998, we merged with our predecessor,  which was originally incorporated in 1919
under the New York Banking Law relating to investment  companies,  and thereupon
assumed all of our predecessor's assets, liabilities and obligations.  Operating
directly  and through  subsidiaries  and  associated  companies in which we have
equity investments,  we offer a wide variety of automotive financial services to
and through franchised  General Motors dealers in many countries  throughout the
world. We also offer financial  services to other automobile  dealerships and to
the customers of those  dealerships.  Other financial  services we offer include
insurance and mortgage banking.

     Our principal businesses are:

     o    to finance the  acquisition  by franchised  General Motors dealers for
          resale  of  various  new   automotive   and   nonautomotive   products
          manufactured by General Motors Corporation;

     o    to  acquire  from  such  dealers,   either   directly  or  indirectly,
          installment  obligations  covering  retail  sales  and  leases  of new
          General Motors products as well as used units of any make;

     o    to finance new products of other manufacturers; and

     o    to lease motor  vehicles  and certain  types of capital  equipment  to
          others.

     The  automotive  financing  industry is highly  competitive.  Our principal
competitors are affiliated finance  subsidiaries of other major manufacturers as
well as a large number of banks, commercial finance companies,  savings and loan
associations  and credit  unions.  Our business is  influenced by our ability to
offer  competitive  financing  rates which in turn is  directly  affected by our
access to capital markets.


                       Ratio of Earnings to Fixed Charges

                                   Years Ended
                                  December 31,

                     2000    1999     1998     1997     1996
                     ----    ----     ----     ----     ----
                     1.30    1.38     1.33     1.42     1.41

     We compute  the ratio of earnings  to fixed  charges by  dividing  earnings
before income taxes and fixed charges by the fixed charges.  This ratio includes
our consolidated  earnings and fixed charges.  Fixed charges consist of interest
and discount and the portion of rentals for real and personal  properties  in an
amount deemed to be representative of the interest factor.





                                 Use of Proceeds

     We will add the net proceeds from the sale of the securities to our general
funds and they will be available for the purchase of receivables,  the making of
loans or the  repayment  of debt.  We may  initially  use the proceeds to reduce
short-term borrowings or to invest in short-term securities.


                         Description of Debt Securities

     The debt securities offered are to be issued under an Indenture dated as of
July 1, 1982, as amended by:

     o    a First Supplemental Indenture dated as of April 1, 1986

     o    a Second Supplemental Indenture dated as of June 15, 1987

     o    a Third Supplemental Indenture dated as of September 30, 1996

     o    a Fourth Supplemental Indenture dated as of January 1, 1998

     o    a Fifth Supplemental Indenture dated as of September 30, 1998

and as further amended by the Trust Indenture Reform Act of 1990 (together,  the
"Indenture"),  between  us and The  Bank of New  York,  Successor  Trustee  (the
"Trustee"), copies of which are filed as exhibits to the registration statement.
The following  summaries of certain provisions of the Indenture are not complete
and are subject to all provisions of the Indenture,  including the definition of
certain terms.

     The  Indenture  provides  that,  in addition to the debt  securities  being
offered,  additional  debt  securities  may be issued  without  limitation as to
aggregate principal amount, but only as authorized by our Board of Directors.

General

     Reference  is  made  to the  accompanying  prospectus  supplement  for  the
following terms of the debt securities being offered:

     o    the designation of the debt securities;

     o    the aggregate principal amount of the debt securities;

     o    the percentage of their principal  amount at which the debt securities
          will be issued;

     o    the date or dates on which the debt securities will mature;

     o    the rate or rates per annum, if any, at which the debt securities will
          bear interest;

     o    the times at which the interest will be payable;

     o    the date  after  which the debt  securities  may be  redeemed  and the
          redemption price;

     o    the currency or currencies in which the debt  securities  are issuable
          or payable;

     o    the exchanges on which the debt securities may be listed; and

     o    whether the debt securities shall be issued in book-entry form.

     Principal  and  interest,  if any,  will be payable,  and,  unless the debt
securities are issued in book-entry form, the debt securities being offered will
be transferable,  at the principal corporate trust office of the Trustee,  which
at the date hereof is 101 Barclay  Street,  New York,  New York 10286,  provided
that  payment  of  interest  may be made at our  option  by check  mailed to the
address of the person entitled thereto.





     The debt securities will be unsecured and unsubordinated and will rank pari
passu with all our other unsecured and  unsubordinated  obligations  (other than
obligations preferred by mandatory provisions of law).

     Some of the debt  securities may be issued as discounted  debt  securities,
bearing no interest or interest  at a rate,  which at the time of  issuance,  is
below market  rates,  to be sold at a  substantial  discount  below their stated
principal   amount.   Federal   income  tax   consequences   and  other  special
considerations  applicable  to any  such  discounted  debt  securities  will  be
described in the accompanying prospectus supplement.

     Debt securities  will include debt securities  denominated in United States
dollars  or,  at our  option  if so  specified  in the  accompanying  prospectus
supplement, in any other freely transferable currency.

     If a prospectus  supplement  specifies that debt securities are denominated
in a currency other than United States dollars,  the prospectus  supplement will
also specify the  denomination  in which such debt securities will be issued and
the coin or currency in which the  principal,  premium,  if any, and interest on
the debt  securities,  where  applicable,  will be payable,  which may be United
States dollars based upon the exchange rate for such other currency  existing on
or about the time a payment is due.

     If a prospectus  supplement  specifies that the debt securities will have a
redemption option, the "Option to Elect Repurchase" constitutes an issuer tender
offer under the Exchange  Act. We will comply with all issuer tender offer rules
and regulations under the Exchange Act, including Rule 14e-1, if such redemption
option is elected.  We will make any required  filings with the  Commission  and
furnish certain information to the holders of the debt securities.

Book-Entry, Delivery and Form

     Unless otherwise indicated in the accompanying  prospectus supplement,  the
debt  securities  will be  issued  in the form of one or more  fully  registered
global  securities  (collectively,  the "Global  Debt  Security")  which will be
deposited  with, or on behalf of, The Depository  Trust  Company,  New York, New
York (the  "Depositary" or "DTC") and registered in the name of the Depositary's
nominee. Except as set forth below, the Global Debt Security may be transferred,
in whole and not in part,  only to  another  nominee of the  Depositary  or to a
successor of the Depositary or its nominee.

     The  Depositary  has  advised as  follows:  it is a  limited-purpose  trust
company which was created to hold securities for its participating organizations
and to  facilitate  the clearance  and  settlement  of  securities  transactions
between participants in such securities through electronic book-entry changes in
accounts of its participants. Participants include:

     o    securities  brokers and dealers,  including the underwriters  named in
          the accompanying prospectus supplement;

     o    banks and trust companies;

     o    clearing corporations; and

     o    certain other organizations.

     Access to the  Depositary's  system  is also  available  to others  such as
banks,  brokers,  dealers and trust  companies  that clear through or maintain a
custodial  relationship  with a  participant,  either  directly  or  indirectly.
Persons who are not  participants  may  beneficially  own securities held by the
Depositary only through participants or indirect participants.


     The Depositary advises that pursuant to procedures established by it:

     o    upon issuance of the debt securities by us, the Depositary will credit
          the account of participants  designated by the  underwriters  with the
          principal   amounts   of  the  debt   securities   purchased   by  the
          underwriters; and

     o    ownership of beneficial  interests in the Global Debt Security will be
          shown on, and the  transfer of that  ownership  will be effected  only
          through,  records  maintained  by  the  Depositary  (with  respect  to
          participants'   interests),   the   participants   and  the   indirect
          participants  (with respect to the owners of  beneficial  interests in
          the Global Debt Security).

     The laws of some states require that certain persons take physical delivery
in definitive form of securities  which they own.  Consequently,  the ability to
transfer  beneficial  interests  in the Global Debt  Security is limited to such
extent.

     As long as the  Depositary's  nominee is the registered owner of the Global
Debt  Security,  such nominee for all purposes will be considered the sole owner
or holder of the debt securities under the Indenture.  Except as provided below,
you will not:

     o    be  entitled  to have any of the debt  securities  registered  in your
          name,

     o    receive  or be  entitled  to  receive  physical  delivery  of the debt
          securities in definitive form, or

     o    be  considered  the owner or holder of the debt  securities  under the
          Indenture.

     Neither we, the Trustee,  any Paying Agent nor the Depositary will have any
responsibility  or  liability  for any  aspect  of the  records  relating  to or
payments  made on account of beneficial  ownership  interests of the Global Debt
Security,  or for maintaining,  supervising or reviewing any records relating to
such beneficial ownership interests.

     Principal and interest  payments on the debt  securities  registered in the
name of the Depositary's nominee will be made by the Trustee to the Depositary's
nominee as the registered owner of the Global Debt Security.  Under the terms of
the Indenture, we and the Trustee will treat the persons in whose names the debt
securities are  registered as the owners of the debt  securities for the purpose
of receiving  payment of principal and interest on the debt  securities  and for
all other  purposes  whatsoever.  Therefore,  we do not have,  and  neither  the
Trustee nor any Paying Agent has, any direct responsibility or liability for the
payment of principal or interest on the debt  securities to owners of beneficial
interests in the Global Debt  Security.  The  Depositary  has advised us and the
Trustee  that its present  practice is, upon receipt of any payment of principal
or interest,  to immediately  credit the accounts of the Participants  with such
payment in amounts  proportionate  to their  respective  holdings  in  principal
amount of  beneficial  interests  in the Global  Debt  Security  as shown on the
records of the Depositary. Payments by participants and indirect participants to
owners  of  beneficial  interests  in  the  Global  Debt  Security  will  be the
responsibility  of such  participants  and  indirect  participants  and  will be
governed by their standing  instructions and customary practices,  as is now the
case with  securities  held for the  accounts  of  customers  in bearer  form or
registered in "street name".

     If the  Depositary  is at any time  unwilling  or  unable  to  continue  as
depositary and we have not appointed a successor  depositary  within 90 days, we
will issue debt  securities in  definitive  form in exchange for the Global Debt
Security.  In  addition,  we may at any  time  determine  not to have  the  debt
securities  represented  by the Global Debt  Security  and, in such event,  will
issue debt  securities  in  definitive  form in  exchange  for the  Global  Debt
Security. In either instance, an owner of a beneficial interest in a Global Debt
Security will be entitled to have debt securities  equal in principal  amount to
the beneficial  interest registered in its name and will be entitled to physical
delivery of the debt securities in definitive form. Debt securities so issued in
definitive form will be issued in denominations of $1,000 and integral multiples
thereof and will be issued in registered form only, without coupons.  No service
charge will be made for any transfer or exchange of the debt securities,  but we
may require  payment of a sum sufficient to cover any tax or other  governmental
charge payable in connection therewith.

Limitation on Liens

     The only  financial  covenant  applicable  to the debt  securities  is that
described below.  That covenant requires that the debt securities be equally and
ratably  secured  in the  circumstances  described  therein  but has no  special
application  merely by virtue of the occurrence of any  transaction or series of
transactions resulting in material changes in GMAC's debt-to-equity ratio.

     The debt securities are not secured by mortgage, pledge or other lien.

     GMAC will covenant in the debt  securities  that so long as any of the debt
securities  remain  outstanding,  it will not pledge or otherwise subject to any
lien any of its  property or assets  unless the debt  securities  are secured by
such pledge or lien equally and ratably with any and all other  obligations  and
indebtedness  secured  thereby  so  long  as  any  such  other  obligations  and
indebtedness shall be so secured. Such covenant does not apply to:

o    the pledge of any assets to secure any  financing by GMAC of the  exporting
     of goods to or between,  or the  marketing  thereof in,  foreign  countries
     (other than Canada),  in connection  with which GMAC reserves the right, in
     accordance with customary and established banking practice,  to deposit, or
     otherwise  subject to a lien,  cash,  securities  or  receivables,  for the
     purpose of securing banking accommodations or as the basis for the issuance
     of bankers' acceptances or in aid of other similar borrowing arrangements;

o    the  pledge of  receivables  payable  in  foreign  currencies  (other  than
     Canadian  dollars) to secure  borrowings in foreign  countries  (other than
     Canada);

o    any  deposit  of  assets of GMAC with any  surety  company  or clerk of any
     court, or in escrow,  as collateral in connection  with, or in lieu of, any
     bond on appeal  by GMAC  from any  judgment  or  decree  against  it, or in
     connection  with  other  proceedings  in  actions at law or in equity by or
     against GMAC;

o    any  lien or  charge  on any  property,  tangible  or  intangible,  real or
     personal,  existing at the time of acquisition of such property  (including
     acquisition through merger or consolidation) or given to secure the payment
     of all  or any  part  of  the  purchase  price  thereof  or to  secure  any
     indebtedness  incurred  prior to, at the time of, or within 60 days  after,
     the acquisition thereof for the purpose of financing all or any part of the
     purchase price thereof; and

o    any extension,  renewal or replacement (or successive extensions,  renewals
     or  replacements),  in whole or in part,  of any  lien,  charge  or  pledge
     referred to in the  foregoing  four  clauses of this  paragraph;  provided,
     however,  that  the  amount  of any and all  obligations  and  indebtedness
     secured thereby shall not exceed the amount thereof so secured  immediately
     prior to the time of such  extension,  renewal or replacement and that such
     extension,  renewal or replacement shall be limited to all or a part of the
     property which secured the charge or lien so extended,  renewed or replaced
     (plus improvements on such property).



Merger and Consolidation

     The Indenture  provides that we will not merge or consolidate  with another
corporation  or sell or convey all or  substantially  all of our  assets  unless
either we are the continuing  corporation or the new corporation shall expressly
assume the interest and principal due under the securities.  In either case, the
Indenture provides that neither we nor a successor corporation may be in default
of performance  immediately after a merger or consolidation.  Additionally,  the
Indenture provides that in the case of any such merger or consolidation,  either
we or  the  successor  company  may  continue  to  issue  securities  under  the
Indenture.


Modification of the Indenture

     The Indenture contains  provisions  permitting us and the Trustee to modify
or amend  the  Indenture  or any  supplemental  indenture  or the  rights of the
holders  of the debt  securities  issued  thereunder,  with the  consent  of the
holders  of not less  than 66 2/3% in  aggregate  principal  amount  of the debt
securities of all series at the time outstanding  under such Indenture which are
affected by such modification or amendment,  voting as one class,  provided that
no such modification shall:

     o    extend  the fixed  maturity  of any debt  securities,  or  reduce  the
          principal  amount thereof,  or premium,  if any, or reduce the rate or
          extend the time of payment of interest thereon, without the consent of
          the holder of each debt security so affected, or

     o    reduce the aforesaid percentage of debt securities, the consent of the
          holders of which is required  for any such  modification,  without the
          consent of the holders of all debt securities then  outstanding  under
          the Indenture.

Events of Default

     An Event of Default  with respect to any series of debt  securities  issued
subject to the Indenture is defined in the Indenture as being:

     o    default  in payment  of any  principal  or  premium,  if any,  on such
          series;

     o    default for 30 days in payment of any interest on such series;

     o    default for 30 days after notice in  performance of any other covenant
          in the Indenture; or

     o    certain events of bankruptcy, insolvency or reorganization.

     No Event of Default with respect to a particular  series of debt securities
issued  under the  Indenture  necessarily  constitutes  an Event of Default with
respect to any other series of debt  securities  issued  thereunder.  In case an
Event of Default as set out in the first,  second and third items  listed  above
shall occur and be  continuing  with  respect to any series,  the Trustee or the
holders of not less than 25% in aggregate principal amount of debt securities of
each such series then outstanding may declare the principal,  or, in the case of
discounted debt securities,  the amount specified in the terms thereof,  of such
series  to be due and  payable.  In case an Event of  Default  as set out in the
fourth item  listed  above  shall  occur and be  continuing,  the Trustee or the
holders  of not less  than 25% in  aggregate  principal  amount  of all the debt
securities then outstanding, voting as one class, may declare the principal, or,
in the case of discounted  debt  securities,  the amount  specified in the terms
thereof, of all outstanding debt securities to be due and payable.  Any Event of
Default with respect to a particular  series of debt securities may be waived by
the holders of a majority in aggregate  principal amount of the outstanding debt
securities of such series,  or of all the outstanding  debt  securities,  as the
case may be, except in a case of failure to pay principal or premium, if any, or
interest on such debt security for which payment had not been subsequently made.
We are required to file with the Trustee annually an Officers' Certificate as to
the absence of certain defaults under the terms of the Indenture.  The Indenture
provides  that the Trustee may  withhold  notice to the  securityholders  of any
default,  except in payment of principal,  premium,  if any, or interest,  if it
considers it in the interest of the securityholders to do so.

     Subject to the  provisions of the  Indenture  relating to the duties of the
Trustee in case an Event of Default shall occur and be  continuing,  the Trustee
shall be under no  obligation  to exercise any of its rights or powers under the
Indenture  at the request,  order or  direction  of any of the  securityholders,
unless  such  securityholders  shall  have  offered  to the  Trustee  reasonable
indemnity or security.

     Subject to such  provisions for the  indemnification  of the Trustee and to
certain other limitations,  the holders of a majority in principal amount of the
debt securities of each series  affected,  with each series voting as a separate
class, at the time outstanding  shall have the right to direct the time,  method
and place of conducting any proceeding for any remedy  available to the Trustee,
or exercising any trust or power conferred on the Trustee.

Concerning the Trustee

     The Bank of New York is the Successor  Trustee under the  Indenture.  It is
also Successor  Trustee under various other indentures  covering our outstanding
notes and debentures.  The Bank of New York and its affiliates act as depository
for funds of, make loans to, act as trustee and perform  certain other  services
for,  certain of our affiliates and us in the normal course of its business.  As
trustee of various trusts,  it has purchased our securities and those of certain
of our affiliates.


                             Description of Warrants

General

     The following  statements with respect to the warrants are summaries of the
detailed  provisions of one or more separate warrant agreements (each a "Warrant
Agreement") between us and a banking institution organized under the laws of the
United States or one of the states thereof (each a "Warrant  Agent"),  a form of
which is filed as an exhibit to the registration statement.  Wherever particular
provisions of the Warrant  Agreement or terms  defined  therein are referred to,
such  provisions or definitions  are  incorporated by reference as a part of the
statements  made,  and the  statements  are qualified in their  entirety by such
reference.

     The  warrants  will be  evidenced  by warrant  certificates  (the  "Warrant
Certificates") and, except as otherwise  specified in the prospectus  supplement
accompanying this prospectus,  may be traded separately from any debt securities
with which they may be issued.  Warrant  Certificates  may be exchanged  for new
Warrant  Certificates  of different  denominations  at the office of the Warrant
Agent.  The holder of a warrant does not have any of the rights of a holder of a
debt  security in respect of, and is not  entitled to any  payments on, any debt
securities issuable, but not yet issued, upon exercise of the warrants.

     The warrants may be issued in one or more series,  and reference is made to
the  prospectus   supplement   accompanying  this  prospectus  relating  to  the
particular  series of warrants,  if any,  offered  thereby for the terms of, and
other information with respect to, such warrants, including:

     o    the title and the aggregate number of warrants;

     o    the debt securities for which each warrant is exercisable;

     o    the date or dates on which the warrants will expire;

     o    the price or prices at which the warrants are exercisable;

     o    the currency or currencies in which the warrants are exercisable;

     o    the  periods  during  which  and  places  at which  the  warrants  are
          exercisable;

     o    the terms of any mandatory or optional call provisions;

     o    the price or prices,  if any, at which the warrants may be redeemed at
          the option of the holder or will be redeemed upon expiration;

     o    the identity of the Warrant Agent;

     o    the exchanges, if any, on which the warrants may be listed; and

     o    whether the Warrants shall be issued in book-entry form.

Exercise of Warrants

     Warrants may be  exercised by payment to the Warrant  Agent of the exercise
price,  in each case in such  currency or  currencies  as are  specified  in the
warrant,  and  by  communicating  to  the  Warrant  Agent  the  identity  of the
warrantholder  and the  number of  warrants  to be  exercised.  Upon  receipt of
payment and the Warrant Certificate properly completed and duly executed, at the
office of the Warrant  Agent,  the Warrant Agent will,  as soon as  practicable,
arrange for the issuance of the applicable  debt  securities,  the form of which
shall  be set  forth  in the  prospectus  supplement.  If less  than  all of the
warrants  evidenced  by a  Warrant  Certificate  are  exercised,  a new  Warrant
Certificate will be issued for the remaining amounts of Warrants.


                              Plan of Distribution

     We may sell the securities being offered in five ways:

     o    directly to purchasers,

     o    through agents,

     o    through underwriters,

     o    through dealers, and

     o    through a number of direct  sales or auctions  performed  by utilizing
          the Internet or a bidding or ordering system.

Direct Sales

     We may directly  solicit  offers to purchase  securities  In this case,  no
underwriters or agents would be involved.





By Agents

     We may use agents to sell the securities. Any such agent, who may be deemed
to be an  underwriter  as that term is  defined in the  Securities  Act of 1933,
involved  in the  offer or sale of the  securities  in  respect  of  which  this
prospectus is delivered will be named, and any commissions payable by us to such
agent set forth, in the prospectus supplement. Unless otherwise indicated in the
prospectus supplement, any such agent will be acting on a best efforts basis for
the period of its appointment, which is ordinarily five business days or less

By Underwriters

     If an underwriter or  underwriters  are utilized in the sale, we will enter
into an  underwriting  agreement with such  underwriters  at the time of sale to
them and the names of the  underwriters and the terms of the transaction will be
set forth in the prospectus  supplement,  which will be used by the underwriters
to make  resales  of the  securities  in respect  of which  this  prospectus  is
delivered to the public.

By Dealers

     If a dealer is utilized in the sale of the  securities  in respect of which
this  prospectus  is  delivered,  we will sell such  securities to the dealer as
principal.  The dealer may then resell such  securities to the public at varying
prices to be determined by such dealer at the time of resale

Delayed Delivery Contracts

     If so indicated in the prospectus supplement,  we will authorize agents and
underwriters to solicit offers by certain  institutions  to purchase  securities
from us at the  public  offering  price set forth in the  prospectus  supplement
pursuant to delayed delivery contracts providing for payment and delivery on the
date stated in the prospectus supplement. Each delayed delivery contract will be
for an amount  not less than the  respective  amounts  stated in the  prospectus
supplement.  Unless  we  otherwise  agree,  the  aggregate  principal  amount of
securities  sold pursuant to delayed  delivery  contracts  shall be not less nor
more  than  the  respective   amounts  stated  in  the  prospectus   supplement.
Institutions with whom delayed delivery contracts, when authorized,  may be made
include:

     o    commercial and savings banks,

     o    insurance companies,

     o    pension funds,

     o    investment companies,

     o    educational and charitable institutions, and

     o    other institutions.

     All  delayed  delivery  contracts  are  subject  to our  approval.  Delayed
delivery  contracts  will  not be  subject  to any  conditions  except  that the
purchase by an  institution of the  securities  covered by its delayed  delivery
contract  shall not at the time of delivery be prohibited  under the laws of any
jurisdiction  in the  United  States to which such  institution  is  subject.  A
commission  indicated in the prospectus  supplement will be paid to underwriters
and agents soliciting  purchases of securities pursuant to contracts accepted by
us.

Through the Internet

     We may also offer debt securities  directly to the public,  with or without
the involvement of agents, underwriters or dealers, and may utilize the Internet
or another  electronic bidding or ordering system for the pricing and allocation
of  such  debt  securities.   Such  a  system  may  allow  bidders  to  directly
participate,  through  electronic  access  to an  auction  site,  by  submitting
conditional  offers to buy that are subject to  acceptance  by us, and which may
directly affect the price or other terms at which such securities are sold.

     The final  offering  price at which debt  securities  would be sold and the
allocation of debt securities among bidders,  would be based in whole or in part
on the results of the Internet  bidding  process or auction.  Many variations of
the  Internet  auction  or  pricing  and  allocating  systems  are  likely to be
developed in the future,  and we may utilize such systems in connection with the
sale of debt  securities.  We will  describe in the related  supplement  to this
prospectus how any auction or bidding process will be conducted to determine the
price or any other terms of the debt  securities,  how  potential  investors may
participate   in  the  process  and,  where   applicable,   the  nature  of  the
underwriters' obligations with respect to the auction or ordering system.





General Information

     The  place  and  time of  delivery  for the  securities  described  in this
prospectus are set forth in the accompanying prospectus supplement.

     We may have  agreements  with  the  agents,  underwriters  and  dealers  to
indemnify them against  certain  liabilities,  including  liabilities  under the
Securities Act of 1933.

     Underwriters, dealers and agents may engage in transactions with or perform
services for us in the ordinary course of business.

     In connection with the sale of the securities,  certain of the underwriters
may engage in  transactions  that  stabilize,  maintain or otherwise  affect the
price of the  securities.  Specifically,  the  underwriters  may  overallot  the
offering,  creating a short position. In addition, the underwriters may bid for,
and purchase,  the securities in the open market to cover short  positions or to
stabilize the price of the securities.  Any of these activities may stabilize or
maintain the market price of the securities above independent market levels. The
underwriters will not be required to engage in these activities, and may end any
of these activities at any time.

                                     Experts

      The consolidated  financial statements  incorporated in this prospectus by
reference  from our Annual  Report on Form 10-K for the year ended  December 31,
2000 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their report,  which is  incorporated  herein by reference,  and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.










                                            [GRAPHIC OMITTED]
                                            FINANCIAL
                                            SERVICES






                                     PART II

                     Information not required in Prospectus

Item 14.  Other Expenses of Issuance and Distribution.

     The  following  table sets forth the  estimated  expenses to be incurred in
connection with the offering described in the registration statement:

  Securities and Exchange Commission registration fee..........   $4,825,000
  Blue Sky filing and counsel fees.............................       25,000
  Fees and expenses of Trustee.................................        5,000
  Printing Registration Statement, Prospectus
      and other documents......................................       40,000
  Accountants' fees ...........................................       15,000
  Rating Agencies' fees .......................................      150,000
  Miscellaneous expenses.......................................       90,000
                                                                  ----------
      Total....................................................   $5,150,000
                                                                  ==========

Item 15.  Indemnification of Directors and Officers.

     Under  Section 145 of the Delaware  Corporation  Law,  GMAC is empowered to
indemnify its directors and officers in the circumstances therein provided.

     GMAC's Certificate of Incorporation,  as amended, provides that no director
shall be  personally  liable to the  Company or its  stockholders  for  monetary
damages for breach of fiduciary duty as a director, except for liability:

     o    for  any  breach  of the  director's  duty of  loyalty  to GMAC or its
          stockholders;

     o    for acts or omissions not in good faith or which  involve  intentional
          misconduct or a knowing violation of law;

     o    under Section 174, or any successor provision thereto, of the Delaware
          Corporation Law; or

     o    for any  transaction  from  which the  director  derived  an  improper
          personal benefit.

     Under Article VI of its By-Laws,  GMAC shall indemnify and advance expenses
to  every  director  and  officer  (and  to  such  person's  heirs,   executors,
administrators  or other  legal  representatives)  in the manner and to the full
extent permitted by applicable law as it presently  exists,  or may hereafter be
amended,  against any and all amounts (including  judgments,  fines, payments in
settlement,  attorneys'  fees and other expenses)  reasonably  incurred by or on
behalf of such person in connection  with any  threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative (a "proceeding"), in which such director or officer was or is made
or is  threatened  to be made a party or is otherwise  involved by reason of the
fact that such  person is or was a director  or  officer  of GMAC,  or is or was
serving  at the  request of GMAC as a  director,  an  officer,  an  employee,  a
fiduciary  or a member of any other  corporation,  partnership,  joint  venture,
trust, organization or other enterprise. GMAC shall not be required to indemnify
a person  in  connection  with a  proceeding  initiated  by such  person  if the
proceeding was not authorized by the Board of Directors of GMAC.  GMAC shall pay
the expenses of directors and officers  incurred in defending any  proceeding in
advance of its final disposition ("advancement of expenses"); provided, however,
that the payment of expenses incurred by a director or officer in advance of the
final  disposition  of the  proceeding  shall be made  only upon  receipt  of an
undertaking  by the  director  or officer to repay all  amounts  advanced  if it
should be ultimately  determined that the director or officer is not entitled to
be  indemnified  under  Article VI of the By-Laws or  otherwise.  If a claim for
indemnification  or  advancement  of expenses  by an officer or  director  under
Article VI of the By-Laws is not paid in full within ninety days after a written
claim  therefor has been received by GMAC, the claimant may file suit to recover
the unpaid amount of such claim, and if successful in whole or in part, shall be
entitled to be paid the expense of  prosecuting  such claim.  In any such action
the Company  shall have the burden of proving that the claimant was not entitled
to the requested  indemnification  or advancement  of expenses under  applicable
law. The rights  conferred on any person by Article VI of the By-Laws  shall not
be exclusive of any other rights which such person may have or hereafter acquire
under any statute,  provision of GMAC's Certificate of Incorporation or By-Laws,
agreement, vote of stockholders or disinterested directors or otherwise.  GMAC's
obligation, if any, to indemnify any person who was or is serving at its request
as a director,  an officer or an employee of another  corporation,  partnership,
joint venture,  trust,  organization or other enterprise shall be reduced by any
amount such person may collect as  indemnification  from such other corporation,
partnership, joint venture, trust, organization or other enterprise.

     As a subsidiary  of General  Motors  Corporation,  GMAC is insured  against
liabilities  which it may  incur by reason of the  foregoing  provisions  of the
Delaware General  Corporation Law and directors and officers of GMAC are insured
against some  liabilities  which might arise out of their  employment and not be
subject to indemnification under said General Corporation Law.

     Pursuant to resolutions adopted by the Board of Directors of General Motors
Corporation,  that  company to the  fullest  extent  permissible  under law will
indemnify,  and has purchased  insurance on behalf of,  directors or officers of
GMAC,  or any of them,  who incur or are  threatened  with  personal  liability,
including expenses, under the Employee Retirement Income Security Act of 1974 or
any amendatory or comparable legislation or regulation thereunder.



Item 16.  Exhibits.

      
        *1(a)     Form of Underwriting Agreement (including form of Delayed Delivery Contract).
        *1(b)     Form of Purchase Agreement.
        *1(c)     Form of Selling Agent Agreement.
        *4(a)     Form of Indenture,  dated as of July 1, 1982, between GMAC and
                  Morgan Guaranty Trust Company of New York, Trustee.
        *4(b)     Form of Note.
        *4(c)     Form of Debenture.
        *4(d)     Form of Discount Security.
        *4(e)     Form of Zero Coupon Security.
        *4(f)     Form of Extendible Note.
          4(g)    First Supplemental Indenture, dated as of April 1, 1986, between the Company and Morgan
                  Guaranty Trust Company of New York, Trustee, incorporated by reference to Registration
                  Statement No. 33-4653.
          4(h)    Second Supplemental Indenture, dated as of June 15, 1987, between the Company and Morgan
                  Guaranty Trust Company of New York, Trustee, incorporated by reference to Registration
                  Statement No. 33-15236.
          4(i)    Third Supplemental Indenture,  dated as of September 30, 1996,
                  between  the  Company  and  The  Bank of New  York,  Successor
                  Trustee,  incorporated by reference to Registration  Statement
                  No. 333-33183.
          4(j)    Fourth  Supplemental  Indenture,  dated as of January 1, 1998,
                  between  GMAC and The  Bank of New  York,  Successor  Trustee,
                  incorporated  by  reference  to  Registration   Statement  No.
                  333-48705.
          4(k)    Fifth Supplemental Indenture,  dated as of September 30, 1998,
                  between  GMAC and The  Bank of New  York,  Successor  Trustee,
                  incorporated  by  reference  to  Registration   Statement  No.
                  333-75463.
      **4(l)      Form of Warrant Agreement.
          4(m)    Form of Warrant Certificate included in Exhibit 4(l).
      **4(n)      Form of Global Note.
          5       Opinion and Consent of Martin I. Darvick, Esq., Assistant General Counsel of the Company.
        12        Calculation of Ratio of Earnings to Fixed Charges.
        23(a)     Consent of Deloitte & Touche LLP.
        23(b)     Consent of Counsel included in Exhibit 5.
        25        Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York.
--------
*        Incorporated by reference to Exhibits 1(a) through 4(f), respectively, to Registration Statement No.
         2-75115.
**       Incorporated by reference to Exhibits 4(l) and 4(n), respectively, to Registration Statement No.
         33-29261.



Item 17.  Undertakings.

     (a) The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made of
the  securities   registered   hereby,  a   post-effective   amendment  to  this
registration statement:

          (i) To include  any  prospectus  required  by section  10(a)(3) of the
          Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
          the effective date of the  registration  statement (or the most recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in this registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  offering  range may be reflected in the form of  prospectus
          filed  with  the  Commission  pursuant  to  Rule  424(b)  if,  in  the
          aggregate,  the changes in volume and price  represent no more than 20
          percent  change in the maximum  aggregate  offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
          registration statement.

          (iii) To include any material  information with respect to the plan of
          distribution not previously  disclosed in this registration  statement
          or any  material  change  to such  information  in  this  registration
          statement;

provided,  however,  that the  undertakings set forth in paragraphs (i) and (ii)
above  do  not  apply  if  the   information   required  to  be  included  in  a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed  by  the  registrant  pursuant  to  section  13 or  section  15(d)  of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933 , each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating  to the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The undersigned registrant hereby further undertakes that, for purposes
of determining  any liability  under the Securities Act of 1933,  each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors  and officers of GMAC  pursuant to the
provisions discussed in Item 15 above, or otherwise,  GMAC has been advised that
in the opinion of the Commission such  indemnification  is against public policy
as expressed in the Securities Act of 1933 and is, therefor,  unenforceable.  In
the event that a claim for indemnification  against such liabilities (other than
the  payment by GMAC of  expenses  incurred  or paid by a director or officer of
GMAC in the successful defense of any action, suit or proceeding) is asserted by
such director or officer in connection  with the  securities  being  registered,
GMAC will,  unless in the opinion of its counsel the matter has been  settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the  Securities  Act of 1933 and  will be  governed  by the  final
adjudication of such issue.




                                   Signatures

     Pursuant to the requirements of the Securities Act of 1933, the registrant,
General Motors Acceptance Corporations, certifies that it has reasonable grounds
to believe  that it meets all of the  requirements  for filing  Form S-3 and has
duly  caused  this  registration  statement  to be signed  on its  behalf by the
undersigned,  thereunto duly  authorized,  in the City of Detroit,  and State of
Michigan, on the 6th day of April, 2001.

                         General Motors Acceptance Corporation

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


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration Statement has been signed on April 6, 2001 by the following persons
in the capacities indicated.

         Signature                                  Title

/s/ JOHN D. FINNEGAN
---------------------------------
(John D. Finnegan)                         Chairman of the Board, President
                                           and Director

/s/ WILLIAM F. MUIR
---------------------------------
(William F. Muir)                          Executive Vice President, Chief
                                           Financial Officer and Director

/s/ GERALD E. GROSS
---------------------------------
(Gerald E. Gross)                          Controller
                                           (Chief Accounting Officer)

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

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

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

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

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

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

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

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

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






                                  Exhibit Index

    Exhibit
    Number        Exhibit
      
        *1(a)     Form of Underwriting Agreement (including form of Delayed Delivery Contract).
        *1(b)     Form of Purchase Agreement.
        *1(c)     Form of Selling Agent Agreement.
        *4(a)     Form of  Indenture,  dated  as of July 1,  1982,  between  the
                  Company  and  Morgan  Guaranty  Trust  Company  of  New  York,
                  Trustee.
        *4(b)     Form of Note.
        *4(c)     Form of Debenture.
        *4(d)     Form of Discount Security.
        *4(e)     Form of Zero Coupon Security.
        *4(f)     Form of Extendible Note.
          4(g)    First Supplemental Indenture, dated as of April 1, 1986, between the Company and Morgan
                  Guaranty Trust Company of New York, Trustee, incorporated by reference to Registration
                  Statement No. 33-4653.
          4(h)    Second Supplemental Indenture, dated as of June 15, 1987, between the Company and Morgan
                  Guaranty Trust Company of New York, Trustee, incorporated by reference to Registration
                  Statement No. 33-15236.
          4(I)    Third Supplemental Indenture,  dated as of September 30, 1996,
                  between  the  Company  and  The  Bank of New  York,  Successor
                  Trustee,  incorporated by reference to Registration  Statement
                  No. 333-33183.
          4(j)    Fourth  Supplemental  Indenture,  dated as of January 1, 1998,
                  between  the  Company  and  The  Bank of New  York,  Successor
                  Trustee,  incorporated by reference to Registration  Statement
                  No. 333-48705.
          4(k)    Fifth Supplemental Indenture,  dated as of September 30, 1998,
                  between  the  Company  and  The  Bank of New  York,  Successor
                  Trustee,  incorporated by reference to Registration  Statement
                  No. 333-75463.
      **4(l)      Form of Warrant Agreement.
          4(m)    Form of Warrant Certificate included in Exhibit 4(l).
      **4(n)      Form of Global Note.
          5       Opinion and Consent of Martin I. Darvick, Esq., Assistant General Counsel of the Company.
        12        Calculation of Ratio of Earnings to Fixed Charges.
        23(a)     Consent of Deloitte & Touche LLP.
        23(b)     Consent of Counsel included in Exhibit 5.
        25        Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York.
--------
      *  Incorporated by reference to Exhibits 1(a) through 4(f), respectively, to Registration Statement No.
         2-75115.
      ** Incorporated by reference to Exhibits 4(l) and 4(n), respectively, to Registration Statement No.
         33-29261.