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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004


                                    FORM 8-K


                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                                October 15, 2002
                            (Date of report; date of
                            earliest event reported)



                         Commission file number: 1-3754


                      GENERAL MOTORS ACCEPTANCE CORPORATION
             (Exact name of registrant as specified in its charter)



                  Delaware                               38-0572512
        (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)                Identification No.)


                             200 Renaissance Center
                         P.O. Box 200 Detroit, Michigan
                                   48265-2000
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (313) 556-5000
              (Registrant's telephone number, including area code)








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

<PAGE>






ITEM 5.  OTHER EVENTS


                          ACTIONS BY RATING AGENCIES

On October 15, 2002,  Moody's Investors Service issued a news release confirming
its long-term rating of General Motors  Corporation's (GM) and its long-term and
short-term  ratings of GM's subsidiary,  General Motors  Acceptance  Corporation
(GMAC). On October 16, 2002, Standard and Poor's Ratings Services announced in a
press release that it lowered its long-term  corporate  credit ratings on GM and
GMAC.  The body of the news  releases  made by  Moody's  Investors  Service  and
Standard and Poor's Ratings Services follows, in respective order:

New York,  October  15,  2002 --  Moody's  Investors  Service  confirmed  the A3
long-term rating of General Motors Corporation, and the A2 long-term and Prime-1
short-term  ratings of General Motors Acceptance Corp.  (GMAC), and maintained a
Negative  Outlook  for  both  companies.   The  confirmation   reflects  Moody's
expectation that GM will demonstrate strong operating  performance through 2002,
and that the company will continue to make further progress in strengthening its
overall competitive position in North America through 2003. This position should
be supported by further cost reductions,  a competitive new product schedule,  a
stabilized market share position, and the solid capitalization and asset quality
of GMAC.  Through September 2002, these  competitive  strengths have enabled the
company to  generate  $2.3  billion in free cash flow  (after  working  capital,
capex,  dividends  and $3.2 billion in pension and VEBA  contributions),  and to
build a gross automotive liquidity position of $18.2 billion compared with $14.9
billion in automotive debt.

Despite these strengths GM's rating Outlook remains Negative,  and the company's
credit  quality  and its  position  within  the A3 rating  level have come under
additional pressure due to a number of factors.  These include:  the significant
increase in the unfunded  pension  liability,  the preliminary  rejection of the
Hughes/EchoStar  merger by the FCC,  the  growing  uncertainty  surrounding  the
intermediate-term  health of U.S. automotive shipments,  and the likelihood that
incentives/pricing  pressure will remain burdensome. An additional risk is posed
by the  potential  call on GM's capital and cash  resources in  connection  with
Fiat's option,  beginning in January 2004, to put its  automotive  operations to
GM.

GM's outlook has been negative since October 2001, when the company's rating was
lowered to A3 from A2. The pressures  that the company will face during the next
twelve  months  could  limit its  ability  to  demonstrate  performance  that is
appropriately  supportive  of the  current  rating.  Moody's  notes  that in the
absence of sufficiently positive operational or financial developments, there is
the possibility that the pension liability,  a downturn in the U.S. market, or a
capital outflow  associated with the Fiat put, could  contribute to a review for
possible  downgrade of GM's A3 rating and GMAC's A2/P-1  ratings within the next
six to nine months.  If such a review were to occur, and if a rating  adjustment
were  required,  it is likely that the rating action would be modest and that GM
would  be  solidly  positioned  at the new  rating  level  due to its  improving
operating fundamentals, solid market position and sizable cash position.

General Motors Corporation,  headquartered in Detroit,  Michigan, is the world's
largest  producer of cars and light trucks.  GMAC, a wholly-owned  subsidiary of
GM,  provides  retail and  wholesale  financing  in  support of GM's  automotive
operations and is one of the worlds largest non-bank financial institutions.

NEW YORK (Standard & Poor's) Oct. 16,  2002--Standard  & Poor's Ratings Services
said today that it has lowered its long-term corporate credit ratings on General
Motors Corp. and its financial  subsidiary,  General Motors  Acceptance Corp. to
triple-'B' from triple-'B'-plus due to increases in GM's pension liability.  The
current outlook is stable.

Standard & Poor's said that it has affirmed its 'A-2' short-term  ratings on the
company. Consolidated debt outstanding totaled $187 billion at Sept.30, 2002.

"The primary reason for the downgrade is that poor pension investment  portfolio
returns  have  contributed  to a huge  increase in GM's  already-large  unfunded
pension  liability",  said  Standard & Poor's  credit  analyst  Scott  Sprinzen.
"Secondly,"  he  continued,   "the  persisting  weak  operating  performance  of
20%-owned  Fiat Auto has increased the  likelihood  that the  entanglement  this
affiliation  represents  could  result  in a  material  call on  GM's  financial
resources".  "Also, GM's goal of monetizing its stake in Hughes Electronic Corp.
remains  elusive".  Mr.  Sprinzen said that these  developments  are only partly
mitigated by the  impressive  earnings and cash flow  recently  achieved at GM's
core  North  American  automotive  unit,  as  it is  uncertain  how  long  these
advancements can continue.

Standard & Poor's noted that  although cash flow could vary widely over the next
few years, it should remain sufficient on average to enable progress in reducing
the company's  benefits  obligations.  Liquidity and funding  flexibility remain
satisfactory,  in light of GM's large cash  position  and access to bank  credit
facilities,  and the varied  funding  sources  that  continue to be available to
GMAC.


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                     GENERAL MOTORS ACCEPTANCE CORPORATION
                                     -------------------------------------
                                     (Registrant)



Dated:        October 17, 2002       /s/   WILLIAM F. MUIR
              ----------------       -------------------------------------
                                     William F. Muir
                                     Executive Vice President,
                                     Chief Financial Officer and Director


Dated:        October 17, 2002       /s/   LINDA K. ZUKAUCKAS
              ----------------       ------------------------------------
                                     Linda K. Zukauckas
                                     Controller and Principal Accounting Officer
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================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                                October 15, 2002
                            (Date of report; date of
                            earliest event reported)

                         Commission file number: 1-3754

                      GENERAL MOTORS ACCEPTANCE CORPORATION
             (Exact name of registrant as specified in its charter)

                  Delaware                               38-0572512
        (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)                Identification No.)

                             200 Renaissance Center
                         P.O. Box 200 Detroit, Michigan
                                   48265-2000
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (313) 556-5000
              (Registrant's telephone number, including area code)

================================================================================
ITEM 5.  OTHER EVENTS

                          ACTIONS BY RATING AGENCIES

On October 15, 2002,  Moody's Investors Service issued a news release confirming
its long-term rating of General Motors  Corporation's (GM) and its long-term and
short-term  ratings of GM's subsidiary,  General Motors  Acceptance  Corporation
(GMAC). On October 16, 2002, Standard and Poor's Ratings Services announced in a
press release that it lowered its long-term  corporate  credit ratings on GM and
GMAC.  The body of the news  releases  made by  Moody's  Investors  Service  and
Standard and Poor's Ratings Services follows, in respective order:

New York,  October  15,  2002 --  Moody's  Investors  Service  confirmed  the A3
long-term rating of General Motors Corporation, and the A2 long-term and Prime-1
short-term  ratings of General Motors Acceptance Corp.  (GMAC), and maintained a
Negative  Outlook  for  both  companies.   The  confirmation   reflects  Moody's
expectation that GM will demonstrate strong operating  performance through 2002,
and that the company will continue to make further progress in strengthening its
overall competitive position in North America through 2003. This position should
be supported by further cost reductions,  a competitive new product schedule,  a
stabilized market share position, and the solid capitalization and asset quality
of GMAC.  Through September 2002, these  competitive  strengths have enabled the
company to  generate  $2.3  billion in free cash flow  (after  working  capital,
capex,  dividends  and $3.2 billion in pension and VEBA  contributions),  and to
build a gross automotive liquidity position of $18.2 billion compared with $14.9
billion in automotive debt.

Despite these strengths GM's rating Outlook remains Negative,  and the company's
credit  quality  and its  position  within  the A3 rating  level have come under
additional pressure due to a number of factors.  These include:  the significant
increase in the unfunded  pension  liability,  the preliminary  rejection of the
Hughes/EchoStar  merger by the FCC,  the  growing  uncertainty  surrounding  the
intermediate-term  health of U.S. automotive shipments,  and the likelihood that
incentives/pricing  pressure will remain burdensome. An additional risk is posed
by the  potential  call on GM's capital and cash  resources in  connection  with
Fiat's option,  beginning in January 2004, to put its  automotive  operations to
GM.

GM's outlook has been negative since October 2001, when the company's rating was
lowered to A3 from A2. The pressures  that the company will face during the next
twelve  months  could  limit its  ability  to  demonstrate  performance  that is
appropriately  supportive  of the  current  rating.  Moody's  notes  that in the
absence of sufficiently positive operational or financial developments, there is
the possibility that the pension liability,  a downturn in the U.S. market, or a
capital outflow  associated with the Fiat put, could  contribute to a review for
possible  downgrade of GM's A3 rating and GMAC's A2/P-1  ratings within the next
six to nine months.  If such a review were to occur, and if a rating  adjustment
were  required,  it is likely that the rating action would be modest and that GM
would  be  solidly  positioned  at the new  rating  level  due to its  improving
operating fundamentals, solid market position and sizable cash position.

General Motors Corporation,  headquartered in Detroit,  Michigan, is the world's
largest  producer of cars and light trucks.  GMAC, a wholly-owned  subsidiary of
GM,  provides  retail and  wholesale  financing  in  support of GM's  automotive
operations and is one of the worlds largest non-bank financial institutions.

NEW YORK (Standard & Poor's) Oct. 16,  2002--Standard  & Poor's Ratings Services
said today that it has lowered its long-term corporate credit ratings on General
Motors Corp. and its financial  subsidiary,  General Motors  Acceptance Corp. to
triple-'B' from triple-'B'-plus due to increases in GM's pension liability.  The
current outlook is stable.

Standard & Poor's said that it has affirmed its 'A-2' short-term  ratings on the
company. Consolidated debt outstanding totaled $187 billion at Sept.30, 2002.

"The primary reason for the downgrade is that poor pension investment  portfolio
returns  have  contributed  to a huge  increase in GM's  already-large  unfunded
pension  liability",  said  Standard & Poor's  credit  analyst  Scott  Sprinzen.
"Secondly,"  he  continued,   "the  persisting  weak  operating  performance  of
20%-owned  Fiat Auto has increased the  likelihood  that the  entanglement  this
affiliation  represents  could  result  in a  material  call on  GM's  financial
resources".  "Also, GM's goal of monetizing its stake in Hughes Electronic Corp.
remains  elusive".  Mr.  Sprinzen said that these  developments  are only partly
mitigated by the  impressive  earnings and cash flow  recently  achieved at GM's
core  North  American  automotive  unit,  as  it is  uncertain  how  long  these
advancements can continue.

Standard & Poor's noted that  although cash flow could vary widely over the next
few years, it should remain sufficient on average to enable progress in reducing
the company's  benefits  obligations.  Liquidity and funding  flexibility remain
satisfactory,  in light of GM's large cash  position  and access to bank  credit
facilities,  and the varied  funding  sources  that  continue to be available to
GMAC.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                     GENERAL MOTORS ACCEPTANCE CORPORATION
                                     -------------------------------------
                                     (Registrant)

Dated:        October 17, 2002       /s/   WILLIAM F. MUIR
              ----------------       -------------------------------------
                                     William F. Muir
                                     Executive Vice President,
                                     Chief Financial Officer and Director

Dated:        October 17, 2002       /s/   LINDA K. ZUKAUCKAS
              ----------------       ------------------------------------
                                     Linda K. Zukauckas
                                     Controller and Principal Accounting Officer