Edgar Filing: GENERAL MOTORS ACCEPTANCE CORP

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-58446
Prospectus Supplement
(To Prospectus Dated April 20, 2001)

$2,500,000,000

General Motors Acceptance Corporation
$1,000,000,000 6.125% Notes due August 28, 2007
$1,500,000,000 6.875% Notes due August 28, 2012

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

The 6.125% notes will mature on August 28, 2007. Interest will accrue from
August 29, 2002 at the rate of 6.125% per year payable semi-annually in arrears
on February 28 and August 28 of each year, commencing on February 28, 2003. The
notes will not be redeemable prior to maturity unless certain events occur
involving United States taxation.

The 6.875% notes will mature on August 28, 2012. Interest will accrue from
August 29, 2002 at the rate of 6.875% per year payable semi-annually in arrears
on February 28 and August 28 of each year, commencing on February 28, 2003. The
notes will not be redeemable prior to maturity unless certain events occur
involving United States taxation.

Application has been made to list the notes on the Luxembourg Stock
Exchange.

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

6.125% Notes Due August 28, 2007

Per Note Total
-------- ------------

Public Offering Price (1).......................................... 99.712% $997,120,000
Underwriting Discount.............................................. 0.325% $ 3,250,000
Proceeds, before expenses, to General Motors Acceptance Corporation 99.387% $993,870,000

6.875% Notes Due August 28, 2012

Per Note Total
-------- --------------

Public Offering Price (1).......................................... 99.332% $1,489,980,000
Underwriting Discount.............................................. 0.425% $ 6,375,000
Proceeds, before expenses, to General Motors Acceptance Corporation 98.907% $1,483,605,000

(1) Plus accrued interest from August 29, 2002 if settlement occurs after that
date.

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

The notes will be ready for delivery in bookentry form only through The
Depository Trust Company, the Euroclear System or Clearstream Banking, societe
anonyme, Luxembourg on or about August 29, 2002.

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

Joint Book-Running Managers

Banc of America Securities LLC
JPMorgan
Salomon Smith Barney
UBS Warburg

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

Deutsche Bank Morgan Stanley

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

Barclays Capital BNP PARIBAS Commerzbank Capital Markets
HSBC RBC Capital markets Scotia Capital
TD Securities, Inc. Wachovia Securities, Inc. Westdeutsche Landesbank Girozentrale

August 22, 2002

Table of Contents
Prospectus Supplement

Page
----

Incorporation of Certain Documents by Reference S-2
Directors of GMAC.............................. S-3
Ratio of Earnings to Fixed Charges............. S-3
Consolidated Capitalization of GMAC............ S-4
Selected Consolidated Financial Data........... S-5
Use of Proceeds................................ S-6
Description of Notes........................... S-6
United States Federal Taxation................. S-12
Underwriting................................... S-16
General Information............................ S-18
Legal Opinions................................. S-19

Prospectus

Page
----

Principal Executive Offices......................... 3
Where You Can Find More Information................. 3
Incorporation of Certain Documents by Reference..... 3
Description of General Motors Acceptance Corporation 4
Ratio of Earnings to Fixed Charges.................. 4
Use of Proceeds..................................... 4
Description of Debt Securities...................... 4
Description of Warrants............................. 9
Plan of Distribution................................ 10
Experts............................................. 12

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

You should rely only on the information contained in or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We
have not, and the underwriters have not, authorized any other person to provide
you different information or to make any additional representations. We are
not, and the underwriters are not, making an offer of any securities other than
the notes. This prospectus supplement is part of and must be read in
conjunction with the accompanying prospectus dated April 20, 2001. You should
not assume that the information appearing in this prospectus supplement and the
accompanying prospectus, as well as the information incorporated by reference,
is accurate as of any date other than the date on the front cover of this
prospectus supplement.

We will deliver the notes to the underwriters at the closing of this
offering when the underwriters pay us the purchase price of the notes. The
underwriting agreement provides that the closing will occur on August 29, 2002,
which is five business days after the date of the prospectus supplement. Rule
15c6-1 under the Securities Exchange Act of 1934 generally requires that
securities trades in the secondary market settle in three business days, unless
the parties to a trade expressly agree otherwise.

The distribution of this prospectus supplement and the accompanying
prospectus and the offering of the notes may be restricted in certain
jurisdictions. You should inform yourself about and observe any such
restrictions. This prospectus supplement and the accompanying prospectus do not
constitute, and may not be used in connection with, an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not

S-1

authorized or in which the person making such offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make such offer
or solicitation.

This prospectus supplement and the accompanying prospectus include
particulars given in compliance with the rules governing the listing of
securities on the Luxembourg Stock Exchange. We accept full responsibility for
the accuracy of the information contained in this prospectus supplement and the
accompanying prospectus and, having made all reasonable inquiries, confirm that
to the best of our knowledge and belief there are no other facts the omission
of which would make any statement contained in this prospectus supplement and
the accompanying prospectus misleading.

Unless otherwise specified or the context otherwise requires, references in
this prospectus supplement and accompanying prospectus to "dollars", "$" and
"U.S.$" are to United States dollars.

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 supplement and
accompanying 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. These documents contain important information about General
Motors Acceptance Corporation and its finances.

SEC Filings Period
----------- ------

Annual Report on Form 10-K.... Year ended December 31, 2001.
Quarterly Reports on Form 10-Q Quarters ended March 31, 2002
and June 30, 2002.
Current Reports on Form 8-K... Dated January 16, 2002,
April 16, 2002 and
July 16, 2002.

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

General Motors Acceptance Corporation
200 Renaissance Center
Mail Code 482-B08-A36
Detroit, Michigan 48265-2000
Tel: (313) 665-4327

This prospectus supplement and accompanying prospectus, together with the
documents incorporated by reference, will be available free of charge at the
office of Banque Generale du Luxembourg S.A., 50 Avenue J. F. Kennedy, L-2951,
Luxembourg.

S-2

Directors of GMAC

Name Position
---- --------

Richard J. S. Clout.... Executive Vice President
John M. Devine......... Vice Chairman and Chief Financial Officer,
General Motors Corporation
Eric A. Feldstein...... Vice President Finance and Treasurer,
General Motors Corporation
John D. Finnegan....... Chairman and President,
General Motors Acceptance Corporation
and Executive Vice President,
General Motors Corporation
John E. Gibson......... Executive Vice President
William F. Muir........ Executive Vice President and
Chief Financial Officer
W. Allen Reed.......... Vice President and Chief
Investment Funds Officer,
General Motors Corporation
John F. Smith, Jr...... Chairman, General Motors Corporation
G. Richard Wagoner, Jr. President and Chief Executive Officer,
General Motors Corporation

The above Directors do not hold any significant positions outside of General
Motors Corporation, GMAC and their respective subsidiaries.

The business address of each Director and the location of GMAC's principal
executive offices is 200 Renaissance Center, Detroit, Michigan 48265-2000,
United States.

Ratio of Earnings to Fixed Charges

Unaudited
Six Months Ended Years Ended
June 30, December 31,
---------------- ------------
2002 2001 2001 2000
---- ---- ---- ----

1.42 1.35 1.37 1.30

The ratio of earnings to fixed charges has been computed by dividing
earnings before income taxes and fixed charges by the fixed charges.

See "Ratio of Earnings to Fixed Charges" in the accompanying prospectus for
additional information.

S-3

CONSOLIDATED CAPITALIZATION OF GMAC
(Unaudited)
(In millions of U.S. Dollars)

June 30,
2002
--------

Total Debt............................................................................ $157,767
--------
Stockholders' Equity
Common stock, $.10 par value (authorized 10,000 shares, outstanding 10 shares)
and paid-in capital.............................................................. $ 5,641
Retained earnings.................................................................. 11,685
Net unrealized loss on derivatives................................................. (178)
Net unrealized gains on securities................................................. 183
Unrealized accumulated foreign currency translation adjustment..................... (285)
--------
Total stockholders' equity..................................................... $ 17,046
--------
Total Capitalization.................................................................. $174,813
========

Note: Guarantees and contingent liabilities of GMAC are as disclosed on page
34 of the Annual Report on Form 10-K for the year ended December 31, 2001.

S-4

SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth our selected financial data derived from our
audited consolidated financial statements for the two years ended December 31,
2001 and 2000 and from our unaudited financial statements for the six months
ended June 30, 2002 and 2001. We do not publish non-consolidated financial
statements. We believe that all adjustments necessary for the fair presentation
thereof have been made to the unaudited financial data. The results for the
interim period ended June 30, 2002 are not necessarily indicative of the
results for the full year. The following information should be read in
conjunction with the consolidated financial statements and related notes
incorporated by reference in this prospectus supplement and in the accompanying
prospectus. See "Incorporation of Certain Documents by Reference" in this
prospectus supplement and the accompanying prospectus.

Six Months Ended Years Ended
June 30, December 31,
2002 2001 2001 2000
-------- ---------- -------- ----------
(in millions of U.S. Dollars)

Balance Sheet Data:
Cash and cash equivalents............................................. $ 3,870 $ 1,106.5 $ 10,101 $ 1,147.8
-------- ---------- -------- ----------
Earning assets:
Investments in securities............................................. $ 12,537 $ 10,472.6 $ 10,587 $ 9,485.0
Finance receivables, net.............................................. 107,241 90,103.3 100,328 93,024.8
Investment in operating leases, net................................... 25,069 26,852.7 25,227 29,311.1
Notes receivable from General Motors Corporation...................... 3,509 5,495.8 4,165 5,434.0
Real estate mortgages--held for sale.................................. 8,291 7,515.5 10,187 5,758.5
--held for investment................................. 7,917 1,428.3 3,384 1,895.1
--lending receivables................................. 3,460 3,257.8 4,520 2,960.0
Factored receivables.................................................. 1,302 1,851.1 1,419 2,291.1
Due and deferred from receivable sales, net........................... 2,380 1,703.2 2,260 1,159.3
Mortgage servicing rights, net........................................ 4,406 4,342.5 4,840 3,984.5
Goodwill.............................................................. 3,215 3,227.6 3,144 3,117.1
Other................................................................. 16,645 11,493.5 12,559 8,903.9
-------- ---------- -------- ----------
Total Assets....................................................... $199,842 $168,850.4 $192,721 $168,472.2
======== ========== ======== ==========
Interest.............................................................. $ 2,467 $ 2,122.1 $ 2,381 $ 1,765.9
Insurance losses and loss reserve..................................... 1,991 1,736.7 1,797 1,718.7
Unearned insurance premiums and revenue............................... 3,104 2,390.7 2,578 2,151.1
Deferred income taxes................................................. 3,921 3,645.8 3,883 3,574.3
United States and foreign income and other taxes payable.............. 1,242 894.1 805 805.5
Other postretirement benefits......................................... 759 742.0 750 744.3
Other................................................................. 11,545 11,195.3 12,360 10,300.1
Debt.................................................................. 157,767 131,393.8 152,033 133,372.2
-------- ---------- -------- ----------
Total liabilities.................................................. $182,796 $154,120.5 $176,587 $154,432.1
-------- ---------- -------- ----------
Common stock, $.10 par value (authorized 10,000 shares,
outstanding 10 shares) and paid-in capital.......................... 5,641 5,127.9 5,641 5,127.9
Retained earnings..................................................... 11,685 9,942.9 10,815 9,028.5
Net unrealized loss on derivatives.................................... (178) (111.0) (171) --
Net unrealized gains on securities.................................... 183 178.1 226 231.7
Unrealized accumulated foreign currency translation
adjustment.......................................................... (285) (408.0) (377) (348.0)
-------- ---------- -------- ----------
Accumulated other comprehensive loss.................................. (280) (340.9) (322) (116.3)
-------- ---------- -------- ----------
Total stockholder's equity............................................ 17,046 14,729.9 16,134 14,040.1
-------- ---------- -------- ----------
Total Liabilities and Stockholder's Equity......................... $199,842 $168,850.4 $192,721 $168,472.2
======== ========== ======== ==========

S-5

Six Months Ended Years Ended
June 30, December 31,
2002 2001 2001 2000
------- ------ --------- ---------
(in millions of U.S. Dollars)

Income Statement Data:
Financing revenue
Retail and lease financing....................... $ 3,084 $2,505 $ 5,343.0 $ 4,773.8
Operating leases................................. 3,468 3,778 7,369.4 7,906.7
Wholesale, commercial and term loans............. 773 1,377 2,371.1 2,812.9
------- ------ --------- ---------
Total financing revenue....................... 7,325 7,660 15,083.5 15,493.4
Interest and discount............................ 3,322 4,066 7,599.3 8,294.7
Depreciation on operating leases................. 2,346 2,473 4,884.6 5,166.2
------- ------ --------- ---------
Net financing revenue......................... 1,657 1,121 2,599.6 2,032.5
Insurance premiums earned........................ 1,265 1,005 2,044.6 1,883.8
Mortgage revenue................................. 2,930 2,572 5,333.6 3,907.2
Other income..................................... 1,408 1,558 3,014.1 2,376.7
------- ------ --------- ---------
Net financing revenue and other............... 7,260 6,256 12,991.9 10,200.2
------- ------ --------- ---------
Expenses:
Salaries and benefits............................ 1,139 1,019 1,973.4 1,865.9
Amortization of intangibles...................... 976 444 1,185.9 660.7
Other operating expenses......................... 1,792 1,967 3,976.3 3,072.5
Insurance losses and loss adjustment expenses.... 992 911 1,711.2 1,493.1
Provision for credit losses...................... 952 536 1,346.4 551.6
------- ------ --------- ---------
Total expenses................................ 5,851 4,877 10,193.2 7,643.8
Income before income taxes....................... 1,409 1,379 2,798.7 2,556.4
United States, foreign and other income taxes.... 539 499 1,047.1 954.3
------- ------ --------- ---------
Income before cumulative effect of account change 870 880 1,751.6 1,602.1
Cumulative effect of accounting change........... -- 34 34.3 --
------- ------ --------- ---------
Net income.................................... 870 914 1,785.9 1,602.1
Retained earnings at beginning of the period..... 10,815 9,029 9,028.5 7,426.4
------- ------ --------- ---------
Retained earnings at end of the period........ $11,685 $9,943 $10,814.4 $ 9,028.5
======= ====== ========= =========

Use of Proceeds

We will receive net proceeds before expenses of $2,477,475,000 from the
concurrent sale of the 6.125% Notes due August 28, 2007 (the "6.125% Notes")
and the 6.875% Notes due August 28, 2012 (the "6.875% Notes"). We estimate that
our expenses will be approximately $500,000. The net proceeds from the sale of
the securities will be added to the general funds of GMAC and will be available
for the purchase of receivables, the making of loans or the repayment of debt.
Such proceeds initially may be used to reduce short-term borrowings or invested
in short-term securities.

Description of Notes

General

The following description of the particular terms of the 6.125% Notes and
the 6.875% Notes (collectively, the "Notes") offered hereby supplements and, to
the extent that the terms are inconsistent, replaces, the

S-6

description of the general terms and provisions of the Debt Securities set
forth in the accompanying prospectus. The Notes are part of the Debt Securities
registered by GMAC in April, 2001 to be issued on terms to be determined at the
time of sale.

The 6.125% Notes will be issued in an initial aggregate principal amount of
$1,000,000,000. The 6.875% Notes will be issued in an initial aggregrate
principal amount of $1,500,000,000. The Notes offered hereby will be issued
pursuant to an Indenture dated as of July 1, 1982, as amended (the
"Indenture"), which is more fully described in the accompanying prospectus, and
the Notes have been authorized and approved by resolution of our Board of
Directors on April 3, 2001.

The Indenture and the Notes are governed by, and construed in accordance
with, the laws of the State of New York, United States.

The 6.125% Notes will be redeemed at par on August 28, 2007 and the 6.875%
Notes will be redeemed at par on August 28, 2012. The Notes are not redeemable
by GMAC prior to maturity unless certain events occur involving U.S. taxation.
See "Redemption for Tax Reasons." The 6.125% Notes will bear interest,
calculated on the basis of a 360-day year consisting of twelve 30-day months,
from August 29, 2002 at the rate of 6.125% per annum, payable on February 28
and August 28 of each year, the first payment to be made on February 28, 2003
in respect of the period from August 29, 2002 to February 28, 2003, to the
person in whose name the Notes are registered at the close of business on the
fifteenth day of the calendar month next preceding such February 28 and August
28. The 6.875% Notes will bear interest, calculated on the basis of a 360-day
year consisting of twelve 30-day months, from August 29, 2002 at the rate of
6.875% per annum, payable on February 28 and August 28 of each year, the first
payment to be made on February 28, 2003 in respect of the period from August
29, 2002 to February 28, 2003, to the person in whose name the Notes are
registered at the close of business on the fifteenth day of the calendar month
next preceding such February 28 and August 28.

Book-Entry, Delivery and Form

The Notes will be offered and sold in principal amounts of U.S. $1,000 and
integral multiples thereof. The Notes will be issued in the form of one or more
fully registered Global Notes (collectively, the "Global Notes"), which will be
deposited with, or on behalf of, The Depository Trust Company, New York, New
York (the "Depository" or "DTC") and registered in the name of Cede & Co., the
Depository's nominee. Beneficial interests in the Global Notes will be
represented through book-entry accounts of financial institutions acting on
behalf of beneficial owners as direct and indirect participants in the
Depository. Investors may elect to hold interests in the Global Notes through
DTC, Clearstream Banking, societe anonyme, Luxembourg ("Clearstream"), or
Euroclear Bank S.A./NV as operator of the Euroclear System ("Euroclear") if
they are participants of such systems, or indirectly through organizations
which are participants in such systems. Clearstream and Euroclear will hold
interests on behalf of their participants through customers' securities
accounts in Clearstream's and Euroclear's names on the books of their
respective depositaries. Clearstream's and Euroclear's depositaries will hold
interests in customers' securities accounts in the depositaries' names on the
books of the Depository. Citibank, N.A. will act as depositary for Clearstream
and JPMorgan Chase Bank will act as depositary for Euroclear (in such
capacities, the "U.S. Depositaries"). Except as set forth below, the Global
Notes may be transferred, in whole and not in part, only to another nominee of
the Depository or to a successor of the Depository or its nominee. The transfer
of Global Notes may be made at the office of the Registrar according to the
rules of the clearing systems.

Clearstream has advised that it is incorporated under the laws of the Grand
Duchy of Luxembourg as a professional depositary. Clearstream holds securities
for its participating organizations ("Clearstream Participants"). Clearstream
facilitates the clearance and settlement of securities transactions between
Clearstream Participants through electronic book-entry changes in accounts of
Clearstream Participants, eliminating the need for physical movement of
certificates. Clearstream provides to Clearstream Participants, among other
things,

S-7

services for safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing.
Clearstream interfaces with domestic markets in several countries. As a
professional depositary, Clearstream is subject to regulation by the Luxembourg
Commission for the Supervision of the Financial Sector (CSSF). Clearstream
Participants are recognized financial institutions around the world, including
underwriters, securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. Indirect access to Clearstream is
also available to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a Clearstream
Participant, either directly or indirectly.

Distributions, to the extent received by the U.S. Depositary for
Clearstream, with respect to the Notes held beneficially through Clearstream
will be credited to cash accounts of Clearstream Participants in accordance
with its rules and procedures.

Euroclear has advised that it was created in 1968 to hold securities for its
participants ("Euroclear Participants") and to clear and settle transactions
between Euroclear Participants through simultaneous electronic book-entry
delivery against payment, eliminating the need for physical movement of
certificates and eliminating any risk from lack of simultaneous transfers of
securities and cash. Euroclear provides various other services, including
securities lending and borrowing and interfaces with domestic markets in
several countries. Euroclear is operated by Euroclear Bank S.A./NV (the
"Euroclear Operator"), under contract with Euroclear Clearance Systems S.C., a
Belgian cooperative corporation (the "Cooperative"). All operations are
conducted by the Euroclear Operator, and all Euroclear securities clearance
accounts and Euroclear cash accounts are accounts with the Euroclear Operator
not the Cooperative. The Cooperative establishes policy for Euroclear on behalf
of Euroclear Participants. Euroclear Participants include banks (including
central banks), securities brokers and dealers and other professional financial
intermediaries and may include the underwriters. Indirect access to Euroclear
is also available to other firms that clear through or maintain a custodial
relationship with a Euroclear Participant, either directly or indirectly.

The Euroclear Operator has advised us that it is licensed by the Belgian
Banking and Finance Commission to carry out banking activities on a global
basis. As a Belgian bank, it is regulated and examined by the Belgian Banking
Commission.

Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable Belgian
law (collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities
and cash from Euroclear, and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts.
The Euroclear Operator acts under the Terms and Conditions only on behalf of
Euroclear Participants and has no record of or relationship with persons
holding through Euroclear Participants.

Distributions, to the extent received by the U.S. Depositary for Euroclear,
with respect to Notes held beneficially through Euroclear will be credited to
the cash accounts of Euroclear Participants in accordance with the Terms and
Conditions.

In the event definitive Notes are issued, we will appoint a paying agent and
transfer agent in Luxembourg (the "Luxembourg Paying and Transfer Agent").
Holders of definitive Notes will be able to receive payments and effect
transfers at the offices of the Luxembourg Paying and Transfer Agent.

Individual certificates in respect of Notes will not be issued in exchange
for the Global Notes, except in very limited circumstances. If Euroclear,
Clearstream or DTC notifies us that it is unwilling or unable to continue as a
clearing system in connection with a Global Note or, in the case of DTC only,
DTC ceases to be a clearing agency registered under the Securities Exchange
Act, and in each case we do not appoint a successor clearing

S-8

system within 90 days after receiving such notice from Euroclear, Clearstream
or DTC or on becoming aware that DTC is no longer so registered, we will issue
or cause to be issued individual certificates in registered form on
registration of, transfer of or in exchange for book-entry interests in the
Notes represented by such Global Note upon delivery of such Global Note for
cancellation.

Title to book-entry interests in the Notes will pass by book-entry
registration of the transfer within the records of Euroclear, Clearstream or
DTC, as the case may be, in accordance with their respective procedures.
Book-entry interests in the Notes may be transferred within Euroclear and
within Clearstream and between Euroclear and Clearstream in accordance with
procedures established for these purposes by Euroclear and Clearstream.
Book-entry interests in the Notes may be transferred within DTC in accordance
with procedures established for this purpose by DTC. Transfers of book-entry
interests in the Notes between Euroclear and Clearstream and DTC may be
effected in accordance with procedures established for this purpose by
Euroclear, Clearstream and DTC.

Global Clearance and Settlement Procedures

Initial settlement for the Notes will be made in immediately available
funds. Secondary market trading between DTC Participants will occur in the
ordinary way in accordance with Depository rules. Secondary market trading
between Clearstream Participants and/or Euroclear Participants will occur in
the ordinary way in accordance with the applicable rules and operating
procedures of Clearstream and Euroclear and will be settled using the
procedures applicable to conventional Eurobonds in immediately available funds.

Cross-market transfers between persons holding directly or indirectly
through the Depository on the one hand, and directly or indirectly through
Clearstream or Euroclear Participants, on the other, will be effected in the
Depository in accordance with the Depository rules on behalf of the relevant
European international clearing system by its U.S. Depositary. However, a
cross-market transfer will require delivery of instructions to the relevant
European international clearing system, by the counterparty in such European
international clearing system, in accordance with its rules and procedures and
within its established deadlines (European time). The relevant European
international clearing system will, if the transaction meets its settlement
requirements, deliver instructions to its U.S. Depositary to take action to
effect final settlement on its behalf by delivering or receiving Notes in the
Depository and making or receiving payment in accordance with normal procedures
for same-day funds settlement applicable to the Depository. Clearstream
Participants and Euroclear Participants may not deliver instructions directly
to their respective U.S. Depositaries.

Because of time-zone differences, credits of Notes received in Clearstream
or Euroclear as a result of a transaction with a DTC Participant will be made
during subsequent securities settlement processing and dated the business day
following the Depository settlement date. Credits or any transactions of the
type described above settled during subsequent securities settlement processing
will be reported to the relevant Euroclear or Clearstream Participants on the
business day that the processing occurs. Cash received in Clearstream or
Euroclear as a result of sales of Notes by or through a Clearstream Participant
or a Euroclear Participant to a DTC Participant will be received with value on
the Depository settlement date but will be available in the relevant
Clearstream or Euroclear cash account only as of the business day following
settlement in the Depository.

Although the Depository, Clearstream and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of Notes among
participants of the Depository, Clearstream and Euroclear, they are under no
obligation to perform or continue to perform these procedures. The foregoing
procedures may be changed or discontinued at any time.

Further Issues

We may from time to time, without notice to or the consent of the registered
holders of the applicable series of Notes, create and issue further Notes of
each series of Notes ranking pari passu with the Notes of the

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applicable series in all respects, or in all respects except for the payment of
interest accruing prior to the issue date of such further Notes or except for
the first payment of interest following the issue date of such further Notes.
Such further Notes may be consolidated and form a single series with the Notes
of the applicable series and have the same terms as to status, redemption or
otherwise as the Notes of that series.

Payment of Additional Amounts

We will pay to the holder of any Note who is a non-United States person (as
defined below) such additional amounts as may be necessary in order that every
net payment in respect of the principal, premium, if any, or interest, if any,
on such Note, after deduction or withholding by GMAC or any paying agent for or
on account of any present or future tax, assessment or governmental charge
imposed upon or as a result of such payment by the United States or any
political subdivision or taxing authority thereof or therein, will not be less
than the amount provided for in such Note to be then due and payable before any
such deduction or withholding for or on account of any such tax, assessment or
governmental charge. The foregoing obligation to pay such additional amounts
shall not apply to:

(a) any tax, assessment or other governmental charge which would not have
been so imposed but for:

. the existence of any present or former connection between such holder
(or a fiduciary, settlor, beneficiary, member or shareholder of, or
holder of a power over, such holder, if such holder is an estate,
trust, partnership or corporation) and the United States, including,
without limitation, such holder (or such fiduciary, settlor,
beneficiary, member, shareholder of, or holder of a power) being or
having been a citizen or resident or treated as a resident thereof or
being or having been engaged in a trade or business therein or being
or having been present therein or having or having had a permanent
establishment therein or

. such holder's present or former status as a personal holding company
or foreign personal holding company or controlled foreign corporation
for United States federal income tax purposes or corporation which
accumulates earnings to avoid United States federal income tax;

(b) any tax, assessment or other governmental charge which would not have
been so imposed but for the presentation by the holder of such Note for
payment on a date more than ten days after the date on which such payment
became due and payable or the date on which payment thereof is duly provided
for, whichever occurs later;

(c) any estate, inheritance, gift, sales, transfer, personal property or
excise tax or any similar tax, assessment or governmental charge;

(d) any tax, assessment or other governmental charge which is payable
otherwise than by withholding from payments in respect of principal of,
premium, if any, or interest, if any, on any Note;

(e) any tax, assessment or other governmental charge imposed on interest
received by a holder or beneficial owner of a Note who actually or
constructively owns 10% or more of the total combined voting power of all
classes of stock of GMAC entitled to vote within the meaning of Section
871(h)(3) of the United States Internal Revenue Code of 1986, as amended;

(f) any tax, assessment or other governmental charge imposed as a result
of the failure to comply with:

. certification, information, documentation, reporting or other similar
requirements concerning the nationality, residence, identity or
connection with the United States of the holder or beneficial owner of
the Note, if such compliance is required by statute, or by regulation
of the United States Treasury Department, as a precondition to relief
or exemption from such tax, assessment or other governmental charge
(including backup withholding) or

. any other certification, information, documentation, reporting or
other similar requirements under United States income tax laws or
regulations that would establish entitlement to otherwise applicable
relief or exemption from such tax, assessment or other governmental
charge;

S-10

(g) any tax, assessment or other governmental charge required to be
withheld by any paying agent from any payment of the principal of, premium,
if any, or interest, if any, on any Note, if such payment can be made
without such withholding by at least one other paying agent;

(h) any Notes where such withholding or deduction is imposed on a payment
to an individual and is required to be made pursuant to any European Union
Directive on the taxation of savings implementing the conclusions of the
ECOFIN (European Union's Economic and Finance Ministers) Council meeting of
26-27 November 2000 as laid down in the revised proposal for the Directive
of 18 July 2001 or any law implementing or complying with, or introduced in
order to conform to, such Directive; or

(i) any combination of items (a), (b), (c), (d), (e), (f), (g) or (h);

nor will such additional amounts be paid to any holder who is a fiduciary or
partnership or other than the sole beneficial owner of the Note to the extent a
settlor or beneficiary with respect to such fiduciary or a member of such
partnership or a beneficial owner of the Note would not have been entitled to
payment of such additional amounts had such beneficiary, settlor, member or
beneficial owner been the holder of the Note.

The Notes are subject in all cases to any tax, fiscal or other law or
regulation or administrative or judicial interpretation applicable thereto.
Except as specifically provided under this heading "Payment of Additional
Amounts" and under the heading "Description of Notes--Redemption for Tax
Reasons", GMAC shall not be required to make any payment with respect to any
tax, assessment or governmental charge imposed by any government or a political
subdivision or taxing authority thereof or therein.

As used under this heading "Payment of Additional Amounts" and under the
headings "Description of Notes--Redemption for Tax Reasons" and "United States
Federal Taxation--Tax Consequences to Non-United States Persons" the term
"United States" means the United States of America (including the States and
the District of Columbia) and its territories, its possessions and other areas
subject to its jurisdiction. "United States person" has the meaning set forth
in "United States Federal Taxation--Tax Consequences to United States Persons"
and "non-United States person" has the meaning set forth in "United States
Federal Taxation--Tax Consequences to Non-United States Persons" below.

Redemption for Tax Reasons

If, as a result of:

. any change in or amendment to the laws (including any regulations or
rulings promulgated thereunder) of the United States or any political
subdivision thereof or therein affecting taxation, including any official
proposal for such a change in or amendment to such laws which change or
amendment becomes effective after the date of this prospectus supplement
or which proposal is made after such date,

. any change in the official application or interpretation of such laws,
including any official proposal for such a change in the application or
interpretation of such laws, which change is announced or becomes
effective after the date of this prospectus supplement or which proposal
is made after such date,

. any action taken by any taxing authority of the United States which action
is taken or becomes generally known after the date of this Prospectus
Supplement, or any commencement of a proceeding in a court of competent
jurisdiction in the United States after such date, whether or not such
action was taken or such proceeding was brought with respect to GMAC,

there is, in such case, in the written opinion of independent legal counsel of
recognized standing to GMAC, a material increase in the probability that GMAC
has or may become obligated to pay additional amounts (as described above under
"Payment of Additional Amounts"), and GMAC in its business judgment, determines
that such obligation cannot be avoided by the use of reasonable measures
available to it, not including assignment of the Notes, the Notes may be
redeemed, as a whole but not in part, at GMAC's option at any time thereafter,
upon notice to the trustee and the holders of the Notes in accordance with the
provisions of the Indenture at a redemption price equal to 100% of the
principal amount of the Notes to be redeemed together with accrued interest
thereon to the date fixed for redemption.

S-11

Notices

Notices to holders of the Notes will be published in authorized daily
newspapers in The City of New York, in London, and, so long as the Notes are
listed on the Luxembourg Stock Exchange, in Luxembourg. It is expected that
publication will be made in The City of New York in The Wall Street Journal, in
London in the Financial Times, and in Luxembourg in the Luxemburger Wort. Any
notice given pursuant to these provisions shall be deemed to have been given on
the date of publication or, if published more than once, on the date first
published.

United States Federal Taxation

The following summary describes the material United States federal income
and certain estate tax consequences of ownership and disposition of the Notes.
This summary provides general information only and is directed solely to
original holders purchasing Notes at the "issue price", that is, the first
price to the public at which a substantial amount of the Notes in an issue is
sold (excluding sales to bond houses, brokers or similar persons or
organizations acting in the capacity of underwriters, placement agents or
wholesalers). This summary is based on the United States Internal Revenue Code
of 1986, as amended to the date hereof (the "Code"), existing administrative
pronouncements and judicial decisions, existing and proposed Treasury
Regulations currently in effect, and interpretations of the foregoing, changes
to any of which subsequent to the date of this prospectus supplement may affect
the tax consequences described herein, possibly with retroactive effect. This
summary discusses only Notes held as capital assets within the meaning of
Section 1221 of the Code. This summary does not discuss all of the tax
consequences that may be relevant to a holder in light of the holder's
particular circumstances or to holders subject to special rules, such as
certain financial institutions, insurance companies, dealers in securities,
persons holding Notes in connection with a hedging transaction, "straddle,"
conversion transaction or other integrated transaction or persons who have
ceased to be United States citizens or to be taxed as resident aliens or United
States persons whose functional currency (as defined in Section 985 of the
Code) is not the U.S. dollar. Persons considering the purchase of Notes should
consult their tax advisors with regard to the application of the United States
federal income and estate tax laws to their particular situations as well as
any tax consequences arising under the laws of any state, local or foreign
taxing jurisdiction.

Tax Consequences to United States Persons

For purposes of the following discussion, "United States person" means a
beneficial owner of a Note that is for United States federal income tax
purposes:

. a citizen or resident of the United States,

. a corporation or other entity created or organized in or under the laws of
the United States or of any political subdivision thereof,

. an estate the income of which is subject to United States federal income
taxation regardless of its source, or

. a trust if (1) a court within the United States is able to exercise
primary supervision over the administration of the trust and (2) one or
more United States persons have the authority to control all substantial
decisions of the trust.

If a partnership holds Notes, the tax treatment of a partner will generally
depend upon the status of the partner and upon the activities of the
partnership. Partners of partnerships holding Notes should consult their tax
advisors.

Payments of Interest

Interest on a Note will generally be taxable to a United States person as
ordinary interest income at the time it is accrued or is received in accordance
with the United States person's method of accounting for tax purposes.

S-12

Sale, Exchange or Retirement of the Notes

Upon the sale, exchange or retirement of a Note, a United States person will
recognize taxable gain or loss equal to the difference between the amount
realized on the sale, exchange or retirement and the United States person's
adjusted tax basis in the Note. For these purposes, the amount realized does
not include any amount attributable to interest on the Note that has not
previously been included in income, which will be includable as interest as
described under "Payments of Interest" above. A United States person's adjusted
tax basis in a Note generally will equal the cost of the Note to the United
States person.

In general, gain or loss realized on the sale, exchange or redemption of a
Note will be capital gain or loss. Prospective investors should consult their
tax advisors regarding the treatment of capital gains (which may be taxed at
lower rates than ordinary income for taxpayers who are individuals, trusts or
estates) and losses (the deductibility of which is subject to limitations).

Backup Withholding and Information Reporting

Backup withholding and information reporting requirements may apply to
certain payments of principal, premium and interest on a Note, and to payments
of proceeds of the sale or redemption of a Note, to certain non-corporate
United States persons. GMAC, its agent, a broker, or any paying agent, as the
case may be, will be required to withhold from any payment a tax equal to 30%
of such payment if the United States person fails to furnish or certify his
correct taxpayer identification number to the payor in the manner required,
fails to certify that such United States person is not subject to backup
withholding, or otherwise fails to comply with the applicable requirements of
the backup withholding rules. Any amounts withheld under the backup withholding
rules from a payment to a United States person may be credited against that
United States person's United States federal income tax and may entitle that
United States person to a refund, provided that the required information is
furnished to the United States Internal Revenue Service ("IRS").

Tax Consequences to Non-United States Persons

As used herein, the term "non-United States person" means an owner of a Note
that is, for United States federal income tax purposes:

. a nonresident alien individual,

. a foreign corporation or partnership, or

. a nonresident alien fiduciary of a foreign estate or trust.

Income and Withholding Tax

Subject to the discussion of backup withholding below:

(a) payments of principal and interest on a Note that is beneficially
owned by a non-United States person will not be subject to United States
federal withholding tax; provided, that in the case of interest,

. (1) the beneficial owner does not actually or constructively own 10%
or more of the total combined voting power of all classes of stock of
GMAC entitled to vote, (2) the beneficial owner is not a controlled
foreign corporation that is related, directly or indirectly, to GMAC
through stock ownership, and (3) either (A) the beneficial owner of
the Note certifies (generally on an IRS Form W-8BEN) to the person
otherwise required to withhold United States federal income tax from
such interest, under penalties of perjury, that it is not a United
States person and provides its name and

S-13

address or (B) a securities clearing organization, bank or other
financial institution that holds customers' securities in the ordinary
course of its trade or business (a "financial institution") and holds
the Note certifies to the person otherwise required to withhold United
States federal income tax from such interest, under penalties of
perjury, that such statement has been received from the beneficial
owner by it or by a financial institution between it and the
beneficial owner and furnishes the payor with a copy thereof
(generally on IRS Form W-8IMY);

. the beneficial owner is entitled to the benefits of an income tax
treaty under which the interest is exempt from United States federal
withholding tax and the beneficial owner of the Note or such owner's
agent provides an IRS Form W-8BEN claiming the exemption; or

. the beneficial owner conducts a trade or business in the United States
to which the interest is effectively connected and the beneficial
owner of the Note or such owner's agent provides an IRS Form W-8ECI;

provided that in each such case, the relevant certification or IRS Form is
delivered pursuant to applicable procedures and is properly transmitted to
the person otherwise required to withhold United States federal income tax,
and none of the persons receiving the relevant certification or IRS Form has
actual knowledge that the certification or any statement on the IRS Form is
false.

(b) a non-United States person will not be subject to United States
federal withholding tax on any gain realized on the sale, exchange or other
disposition of a Note unless the gain is effectively connected with the
beneficial owner's trade or business in the United States or, in the case of
an individual, the holder is present in the United States for 183 days or
more in the taxable year in which the sale, exchange or other disposition
occurs and certain other conditions are met; and

(c) a Note owned by an individual who at the time of death is not, for
United States estate tax purposes, a citizen or resident of the United
States generally will not be subject to United States federal estate tax as
a result of such individual's death if the individual does not actually or
constructively own 10% or more of the total combined voting power of all
classes of GMAC's stock entitled to vote and, at the time of such
individual's death, the income on the Note would not have been effectively
connected with a United States trade or business of the individual.

With respect to the certification requirement referred to in subparagraph
(a), for Notes held by a foreign partnership, unless the foreign partnership
has entered into a withholding agreement with the IRS, a foreign partnership
will be required, in addition to providing a Form W-8IMY, to attach an
appropriate certification by each partner. Prospective investors, including
foreign partnerships and their partners, should consult their tax advisors
regarding possible additional reporting requirements.

If a non-United States person holding a Note is engaged in a trade or
business in the United States, and if interest on the Note (or gain realized on
its sale, exchange or other disposition) is effectively connected with the
conduct of such trade or business, such holder, although exempt from the
withholding tax discussed in the preceding paragraphs, will generally be
subject to regular United States income tax on such effectively connected
income in the same manner as if it were a United States person. Such a holder
may also need to provide a United States taxpayer identification number on the
forms referred to in paragraph (a) above in order to meet the requirements set
forth above. In addition, if such holder is a foreign corporation, it may be
subject to a 30% branch profits tax (unless reduced or eliminated by an
applicable treaty) of its effectively connected earnings and profits for the
taxable year, subject to certain adjustments. For purposes of the branch
profits tax, interest on, and any gain recognized on the sale, exchange or
other disposition of, a Note will be included in the effectively connected
earnings and profits of such holder if such interest or gain, as the case may
be, is effectively connected with the conduct by such holder of a trade or
business in the United States.

Each holder of a Note should be aware that if it does not properly provide
the required IRS form, or if the IRS form or, if permissible, a copy of such
form, is not properly transmitted to and received by the United States

S-14

person otherwise required to withhold United States federal income tax,
interest on the Note may be subject to United States withholding tax at a 30%
rate and the holder, including the beneficial owner, will not be entitled to
any additional amounts from GMAC described under the heading "Description of
Notes--Payment of Additional Amounts" with respect to such tax. Such tax,
however, may in certain circumstances be allowed as a refund or as a credit
against such holder's United States federal income tax. The foregoing does not
deal with all aspects of federal income tax withholding that may be relevant to
foreign holders of the Notes. Investors are advised to consult their own tax
advisors for specific advice concerning the ownership and disposition of Notes.

Backup Withholding and Information Reporting

Under current Treasury Regulations, backup withholding (imposed at the rate
of 30%) will not apply to payments made by GMAC or a paying agent to a
non-United States person in respect of a Note if the certifications required by
Sections 871(h) and 881(c) of the Code, which are described above, are
received, provided in each case that GMAC or the paying agent, as the case may
be, does not have actual knowledge that the payee is a United States person.

Under current Treasury Regulations, payments of the proceeds from the sale,
exchange or other disposition of a Note made to or through a foreign office of
a broker (including a custodian, nominee or other agent acting on behalf of the
beneficial owner of a Note) generally will not be subject to information
reporting or backup withholding. However, if such broker is a United States
person, a controlled foreign corporation for United States federal tax
purposes, a foreign person 50% or more of whose gross income is effectively
connected with a United States trade or business for a specified three-year
period, or a foreign partnership with certain connections with the United
States, then information reporting will be required unless the broker has in
its records documentary evidence that the beneficial owner is not a United
States person and certain other conditions are met or the beneficial owner
otherwise establishes an exemption. Backup withholding may apply to any payment
that such broker is required to report if such broker has actual knowledge that
the payee is a United States person. Payments to or through the United States
office of a broker are subject to information reporting and backup withholding
unless the holder or beneficial owner certifies, under penalties of perjury,
that it is a non-United States person and that it satisfies certain other
conditions or otherwise establishes an exemption from information reporting and
backup withholding.

Non-United States persons holding Notes should consult their tax advisors
regarding the application of information reporting and backup withholding in
their particular situations, the availability of an exemption therefrom, and
the procedure for obtaining such an exemption, if available. Backup withholding
is not a separate tax, but is allowed as a refund or credit against the
holder's United States federal income tax, provided the necessary information
is furnished to the Internal Revenue Service.

Interest on a Note that is beneficially owned by a non-United States person
will be reported annually on IRS Form 1042S, which must be filed with the
Internal Revenue Service and furnished to such beneficial owner.

The United States federal income tax discussion set forth above is included
for general information only and may not be applicable depending upon a
holder's particular situation. Holders should consult their own tax advisors
with respect to the tax consequences to them of the ownership and disposition
of the Notes, including the tax consequences under state, local, foreign and
other tax laws and the possible effects of changes in federal or other tax laws.

S-15

Underwriting

Subject to the terms and conditions set forth in an underwriting agreement
dated August 22, 2002 (the "Underwriting Agreement"), we have agreed to sell to
each of the underwriters named below, and each of the underwriters, for whom
Bank of America Securities LLC, J.P. Morgan Securities Inc., Salomon Smith
Barney Inc. and UBS Warburg LLC are acting as representatives (collectively,
the "Representatives"), has severally agreed to purchase the principal amount
of each series of Notes set forth opposite its name below. In the Underwriting
Agreement, the several underwriters have agreed, subject to the terms and
conditions set forth therein, to purchase all the Notes of each series offered
hereby if any of the Notes are purchased.

6.125% Notes Due August 28, 2007

Principal Amount
Underwriters of Notes
------------ ----------------

Banc of America Securities LLC...... $ 225,001,000
J.P. Morgan Securities Inc.......... 225,001,000
Salomon Smith Barney Inc............ 225,001,000
UBS Warburg LLC..................... 225,001,000
Deutsche Banc Alex. Brown Inc....... 20,001,000
Morgan Stanley & Co. Incorporated... 20,001,000
Barclays Bank PLC................... 6,666,000
BNP PARIBAS Securities LLC.......... 6,666,000
Commerzbank Capital Markets Corp.... 6,666,000
HSBC Securities (USA) Inc........... 6,666,000
RBC Dominion Securities Corporation. 6,666,000
Scotia Capital (USA) Inc............ 6,666,000
TD Securities, Inc.................. 6,666,000
Wachovia Securities, Inc............ 6,666,000
Westdeutsche Landesbank Girozentrale 6,666,000
--------------
Total........................ $1,000,000,000
==============

6.875% Notes Due August 28, 2012
Principal Amount
Underwriters of Notes
------------ ----------------
Banc of America Securities LLC...... $ 337,500,000
J.P. Morgan Securities Inc.......... 337,500,000
Salomon Smith Barney Inc............ 337,500,000
UBS Warburg LLC..................... 337,500,000
Deutsche Banc Alex. Brown Inc....... 30,000,000
Morgan Stanley & Co. Incorporated... 30,000,000
Barclays Bank PLC................... 10,000,000
BNP PARIBAS Securities LLC.......... 10,000,000
Commerzbank Capital Markets Corp.... 10,000,000
HSBC Securities (USA) Inc........... 10,000,000
RBC Dominion Securities Corporation. 10,000,000
Scotia Capital (USA) Inc............ 10,000,000
TD Securities, Inc.................. 10,000,000
Wachovia Securities, Inc............ 10,000,000
Westdeutsche Landesbank Girozentrale 10,000,000
--------------
Total........................ $1,500,000,000
==============

S-16

The Representatives of the underwriters have advised us that the
underwriters propose initially to offer each series of the Notes to the public
at the respective offering price set forth on the cover page of this prospectus
supplement and to certain dealers at such price less a concession not in excess
of 0.225% of the principal amount of the 6.125% Notes and 0.275% of the
principal amount of the 6.875% Notes. The underwriters may allow, and such
dealers may reallow, a concession not in excess of 0.150% of the principal
amount of the 6.125% Notes and 0.250% of the principal amount of the 6.875%
Notes to certain other dealers. After the initial public offering, the public
offering price and concession may be changed.

We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.

The Notes are offered for sale in those jurisdictions in the United States,
Europe, Asia and Canada where it is legal to make such offers. Only offers and
sales of the Notes in the United States, as part of the initial distribution
thereof or in connection with resales thereof under circumstances where this
prospectus supplement and the accompanying prospectus must be delivered, are
made pursuant to the registration statement of which the accompanying
prospectus, as supplemented by this prospectus supplement, is a part.

Each underwriter has represented and agreed that it will comply with all
applicable laws and regulations in force in any jurisdiction in which it
purchases, offers, sells or delivers the Notes or possesses or distributes this
prospectus supplement or the accompanying prospectus and will obtain any
consent, approval or permission required by it for the purchase, offer or sale
by it of the Notes under the laws and regulations in force in any jurisdiction
to which it is subject or in which it makes such purchases, offers or sales and
neither GMAC nor any other underwriter shall have responsibility therefor.

Each underwriter, severally and not jointly, represents and agrees that:

. it has not offered or sold and will not offer or sell any Notes to persons
in the United Kingdom prior to the expiry of the period of six months from
the issue date of the Notes except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments
(as principal or agent) for the purposes of their businesses or otherwise
in circumstances which have not resulted and will not result in an offer
to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995, as amended;

. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000 (the "FSMA")) received by it in
connection with the issue or sale of such Notes in circumstances in which
section 21(1) of the FSMA does not apply to GMAC;

. it has complied and will comply with all applicable provisions of the FSMA
with respect to anything done by it in relation to any Notes in, from or
otherwise involving the United Kingdom.

Although application has been made to list the Notes on the Luxembourg Stock
Exchange, the Notes are a new issue of securities with no established trading
market. No assurance can be given as to the liquidity of, or the trading
markets for, the Notes. We have been advised by the underwriters that they
intend to make a market in the Notes, but they are not obligated to do so and
may discontinue such market-making at any time without notice.

Purchasers of the Notes may be required to pay stamp taxes and other charges
in accordance with the laws and practices of the country of purchase in
addition to the issue prices set forth on the cover page of this prospectus
supplement.

In connection with the sale of the Notes, certain of the underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price
of the Notes. Specifically, the underwriters may overallot the

S-17

offering, creating a short position. In addition, the underwriters may bid for
and purchase the Notes in the open market to cover short positions or to
stabilize the price of the Notes. Any of these activities may stabilize or
maintain the market price of the Notes 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.

Certain of the Representatives will make the Notes available for
distribution on the internet through a proprietary Web site and/or a
third-party system operated by Market Axess Inc., an Internet-based
communications technology provider. Market Axess is providing the system as a
conduit for communications between the Representatives who use Market Axess and
their respective customers and is not a party to any transactions. Market Axess
Inc., a registered broker-dealer, will receive compensation from the
Representatives who use Market Axess based on transactions they conduct through
the system. The Representatives who use Market Axess will make the Notes
available to their respective customers through the internet distributions,
whether made through a proprietary or third-party system, on the same terms as
distributions made through other channels.

Lloyd D. Ward, a director of J.P. Morgan Chase & Co., of which J.P. Morgan
Securities Inc. is a direct wholly owned subsidiary, is a director of General
Motors Corporation. In the ordinary course of their respective businesses,
certain of the underwriters or their affiliates have engaged, and will in the
future engage, in commercial banking and investment banking transactions with
GMAC and certain of its affiliates.

GENERAL INFORMATION

Application has been made to list the Notes on the Luxembourg Stock
Exchange. In connection with the listing application, the Certificate of
Incorporation and the By-Laws of GMAC and a legal notice relating to the
issuance of the Notes have been deposited prior to listing with the Greffier en
Chef du Tribunal d'Arrondissement de et a Luxembourg, where copies thereof may
be obtained upon request. Copies of the above documents together with this
prospectus supplement, the accompanying prospectus, the Indenture and GMAC's
Annual Report on Form 10-K for the year ended December 31, 2001 as well as all
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K filed since December 31, 2001, so long as any of the Notes are
outstanding, will be made available for inspection at the main office of Banque
Generale du Luxembourg S.A. Banque Generale du Luxembourg S.A. will act as
intermediary between GMAC and the holders of the Notes. In addition, copies of
the Annual Reports, Quarterly Reports and Current Reports of GMAC may be
obtained free of charge at such office.

Except as may be disclosed herein (including the documents incorporated by
reference), there has been no material adverse change in the financial or
trading position of GMAC since December 31, 2001.

Except as may be disclosed in the documents incorporated by reference, GMAC
is not a party to any legal or arbitration proceedings (including any that are
pending or threatened) which may have or have had during the previous 12 months
a significant effect on GMAC's consolidated financial position.

The 6.125% Notes have been accepted for clearance through Euroclear and
Clearstream and have been assigned Euroclear and Clearstream Common Code No.
15385413, International Security Identification Number (ISIN) US370425SD33 and
CUSIP No. 370425SD3. The 6.875% Notes have been accepted for clearance through
Euroclear and Clearstream and have been assigned Euroclear and Clearstream
Common Code No. 15386843, International Security Identification Number (ISIN)
US370425SE16 and CUSIP No. 370425SE1.

S-18

LEGAL OPINIONS

The validity of the Notes offered pursuant to this prospectus supplement
will be passed on for GMAC by Martin I. Darvick, Esq., Assistant General
Counsel of GMAC, and for the underwriters by Davis Polk & Wardwell. Mr. Darvick
owns shares, and has options to purchase shares, of General Motors Corporation
common stock, $1 2/3 par value and owns shares of General Motors Corporation
Class H common stock, $0.10 par value.

The firm of Davis Polk & Wardwell acts as counsel to the Executive
Compensation Committee of the Board of Directors of General Motors Corporation
and has acted as counsel for General Motors Corporation and GMAC in various
matters.

S-19

PRINCIPAL EXECUTIVE OFFICES OF GMAC

200 Renaissance Center
Detroit, Michigan 48265-2000
United States

LEGAL AND TAX ADVISORS
TO GMAC

(As to United States Law) (As to United States Law)
Martin I. Darvick, Esq. Peter F. Hiltz, Esq.
300 Renaissance Center 300 Renaissance Center
Detroit, Michigan 48265 Detroit, Michigan 48265
United States United States

AUDITORS

Independent Auditors
of GMAC
Deloitte & Touche LLP
600 Renaissance Center
Detroit, Michigan 48243-1274
United States

LEGAL ADVISORS TO THE UNDERWRITERS

(As to United States Law)
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
United States

LISTING AGENT

Banque Generale du Luxembourg S.A.
50 Avenue J. F. Kennedy
L-2951 Luxembourg

TRUSTEE

The Bank of New York
101 Barclay Street
Floor 7E
New York, New York 10286
United States

PAYING AND TRANSFER AGENT IN LUXEMBOURG

Banque Generale du Luxembourg S.A.
50 Avenue J. F. Kennedy
L-2951 Luxembourg

S-20

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.

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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.

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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.

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April 20, 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
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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.

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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
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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:

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

. 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;

. to finance new products of other manufacturers; and

. 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,
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2000 1999 1998 1997 1996
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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:

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

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

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

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

. 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:

. the designation of the debt securities;

. the aggregate principal amount of the debt securities;

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

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

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

. the times at which the interest will be payable;

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

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

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

. 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:

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

. banks and trust companies;

. clearing corporations; and

. 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:

. 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

. 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:

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

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

. 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:

. 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;

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

. 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;

. 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

. 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:

. 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

. 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:

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

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

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

. 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:

. the title and the aggregate number of warrants;

. the debt securities for which each warrant is exercisable;

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

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

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

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

. the terms of any mandatory or optional call provisions;

. 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;

. the identity of the Warrant Agent;

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

. 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:

. directly to purchasers,

. through agents,

. through underwriters,

. through dealers, and

. 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:

. commercial and savings banks,

. insurance companies,

. pension funds,

. investment companies,

. educational and charitable institutions, and

. 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.

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