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

                                    FORM 8-K


                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

          Date of report (Date of Earliest Event Reported: (10-23-2001)


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

                                    Delaware
           -----------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

           1-3754                                38-0572512
    ----------------------------        ------------------------------------
     (Commission File No.)              (I.R.S. Employer Identification No.)

              200 Renaissance Center, Detroit, Michigan 48265-2000
              -----------------------------------------------------

                                  313-665-6266
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


<PAGE>

ITEM 5.  OTHER EVENTS

MOODY'S LOWERS GM's LONG-TERM RATING TO A3 AND SHORT-TERM RATING TO
P-2; CONFIRMS GMAC's A2 LONG-TERM AND P-1 SHORT-TERM RATINGS. OUTLOOK
IS NEGATIVE

Approximately $100 Billion of Debt Securities Affected.

     On October 23, 2001, Moody's Investors Service lowered the long-term rating
(from A2 to A3) and  short-term  ratings  (from  Prime-1 to  Prime-2) of General
Motors  Corporation (GM), and confirmed the A2 long-term and Prime-1  short-term
ratings of General  Motors  Acceptance  Corporation.  Moody's  stated the rating
outlook for both companies is negative.  Moody's  explained these rating actions
conclude a review for possible downgrade that was initiated on August 17, 2001.

     Moody's  explained  the  confirmation  of  GMAC's  ratings  is based on the
company's sound operating and financial position, the high quality and liquidity
of its assets,  the  importance  of its auto finance  operations  to GM, and the
relatively  stronger position of the finance company's  creditors  vis-a-vis the
parent's.  The finance  subsidiary's  ratings are closely linked with GM's given
the  interrelationship  and business  ties between the two  companies;  and most
rating  movements  for GM would  produce  a  corresponding  movement  in  GMAC's
ratings.  Yet Moody's expects GMAC to remain  positioned to operate as a prudent
finance  company,  with more stable business  metrics through  economic  cycles.
Moody's  believes  that  these  finance  company   characteristics   present  an
incrementally better credit proposition for debt investors than do the parent's,
and the one-notch rating differential reflects this conclusion.

     Moody's believes that GMAC is a well-managed, technologically sophisticated
finance  company.  Also,  Moody's  believes the company has operated  with sound
levels of alternative  liquidity to support both its debt-paying ability and its
ongoing  business  operations  through market stresses,  and is  well-positioned
today.  In  addition,   Moody's  feels  short-term  debt  levels  have  declined
materially  through 2001,  with the finance  company  making  greater use of the
long-term  unsecured  markets,  as  well  as  the  structured  finance  markets.
According to Moody's one  consequence is a vastly  increased  level of bank line
coverage of outstanding  commercial  paper.  Moody's also noted that weakness in
the auto market, and the economy  generally,  will continue to be adverse credit
factors: borrower performance is weakening, GM's new car volumes and pricing are
facing  pressure,  and the residual  valuations on off-lease  vehicles are under
stress.  Yet  Moody's  believes  that  GMAC's  underwriting,  pricing and credit
reserve  policies,  as well as its solid  capital  levels,  provide  appropriate
protection against auto market  cyclicality.  Moody's also indicated that GMAC's
mortgage  and  ancillary  businesses  have become solid  contributors  to GMAC's
income stream, and add a level of diversity to the business. Moody's stated GMAC
has a  substantial  market  presence  in both  the  residential  and  commercial
mortgage sectors.  Further, Moody's feels each of these sectors could also prove
cyclical,  with residential mortgage performance proving sensitive to prevailing
interest rates.

     Moreover,  Moody's believes GMAC's overall position is strongly  influenced
by its  multifaceted  relationship  with GM, and by  mortgage  market  dynamics.
Moody's stated GM's new car sales volume directly  influences GMAC's origination
volumes,  and car quality and pricing  influence lease residual  valuations.  In
addition,   Moody's  stated  the  parent's   marketing  policies  influence  the
loan-versus-lease decision and borrower quality, with deep incentives attracting
higher-quality borrowers.  Also, Moody's thinks GM may become an obligor to GMAC
from   time-to-time   in  respect  of  intercompany   dealings,   although  such
transactions are not material in size.

<PAGE>

     Nonetheless,  Moody's  believes that the position of GMAC's debt holders is
and will remain  incrementally  stronger  than that of GM's  creditors.  Further
Moody's  said  the  rating  agency   concluded   that  GMAC's  debt  and  equity
constituents   are  both   motivated  to  ensure  that  the  company   maintains
sufficiently prudent financial metrics,  operating standards,  and asset quality
measures to continue its auto finance  operations through any range of stresses.
Moody's believes GMAC's auto finance operations provide exceptional  services to
GM by ensuring  that  financing is available to its dealers and targeted  retail
customers,  even  through  economic  stresses,  and  by  serving  as a  customer
relations link. In this regard, Moody's thinks the highly liquid nature of prime
auto finance loans, including a deep securitization market, provides flexibility
for the finance  company to provide  these  services,  even  through a difficult
environment,  if it  continues  to  operate  prudently.  These  strong  economic
motivations for GM and GMAC drive Moody's to believe that the current  protocols
of intercompany independence will be broadly maintained.  Moody's long-term debt
ratings are opinions about the likelihood of default as well as recovery or loss
upon default.  In light of its  expectations  as to GMAC's  ongoing  operations,
Moody's indicated that the superior  recovery  prospects for the finance company
creditors,  although  unlikely  to be  tested,  warrants a single  notch  rating
differential from the manufacturing parent.

     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.

                                    SIGNATURE

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


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


Dated:  October 24, 2001            By /s/  GERALD E. GROSS
                                    ---------------------------------------
                                           (Gerald E. Gross, Controller)
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{"company-data": {"conformed-name": "GENERAL MOTORS ACCEPTANCE CORP", "cik": "0000040729", "assigned-sic": "6172", "irs-number": "380572512", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-03754", "film-number": "1764868"}, "business-address": {"street1": "200 RENAISSANCE CENTER", "city": "DETROIT", "state": "MI", "zip": "48265", "phone": "3136654327"}}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

          Date of report (Date of Earliest Event Reported: (10-23-2001)

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

                                    Delaware
           -----------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

           1-3754                                38-0572512
    ----------------------------        ------------------------------------
     (Commission File No.)              (I.R.S. Employer Identification No.)

              200 Renaissance Center, Detroit, Michigan 48265-2000
              -----------------------------------------------------

                                  313-665-6266
              ----------------------------------------------------
              (Registrant's telephone number, including area code)
ITEM 5.  OTHER EVENTS

MOODY'S LOWERS GM's LONG-TERM RATING TO A3 AND SHORT-TERM RATING TO
P-2; CONFIRMS GMAC's A2 LONG-TERM AND P-1 SHORT-TERM RATINGS. OUTLOOK
IS NEGATIVE

Approximately $100 Billion of Debt Securities Affected.

     On October 23, 2001, Moody's Investors Service lowered the long-term rating
(from A2 to A3) and  short-term  ratings  (from  Prime-1 to  Prime-2) of General
Motors  Corporation (GM), and confirmed the A2 long-term and Prime-1  short-term
ratings of General  Motors  Acceptance  Corporation.  Moody's  stated the rating
outlook for both companies is negative.  Moody's  explained these rating actions
conclude a review for possible downgrade that was initiated on August 17, 2001.

     Moody's  explained  the  confirmation  of  GMAC's  ratings  is based on the
company's sound operating and financial position, the high quality and liquidity
of its assets,  the  importance  of its auto finance  operations  to GM, and the
relatively  stronger position of the finance company's  creditors  vis-a-vis the
parent's.  The finance  subsidiary's  ratings are closely linked with GM's given
the  interrelationship  and business  ties between the two  companies;  and most
rating  movements  for GM would  produce  a  corresponding  movement  in  GMAC's
ratings.  Yet Moody's expects GMAC to remain  positioned to operate as a prudent
finance  company,  with more stable business  metrics through  economic  cycles.
Moody's  believes  that  these  finance  company   characteristics   present  an
incrementally better credit proposition for debt investors than do the parent's,
and the one-notch rating differential reflects this conclusion.

     Moody's believes that GMAC is a well-managed, technologically sophisticated
finance  company.  Also,  Moody's  believes the company has operated  with sound
levels of alternative  liquidity to support both its debt-paying ability and its
ongoing  business  operations  through market stresses,  and is  well-positioned
today.  In  addition,   Moody's  feels  short-term  debt  levels  have  declined
materially  through 2001,  with the finance  company  making  greater use of the
long-term  unsecured  markets,  as  well  as  the  structured  finance  markets.
According to Moody's one  consequence is a vastly  increased  level of bank line
coverage of outstanding  commercial  paper.  Moody's also noted that weakness in
the auto market, and the economy  generally,  will continue to be adverse credit
factors: borrower performance is weakening, GM's new car volumes and pricing are
facing  pressure,  and the residual  valuations on off-lease  vehicles are under
stress.  Yet  Moody's  believes  that  GMAC's  underwriting,  pricing and credit
reserve  policies,  as well as its solid  capital  levels,  provide  appropriate
protection against auto market  cyclicality.  Moody's also indicated that GMAC's
mortgage  and  ancillary  businesses  have become solid  contributors  to GMAC's
income stream, and add a level of diversity to the business. Moody's stated GMAC
has a  substantial  market  presence  in both  the  residential  and  commercial
mortgage sectors.  Further, Moody's feels each of these sectors could also prove
cyclical,  with residential mortgage performance proving sensitive to prevailing
interest rates.

     Moreover,  Moody's believes GMAC's overall position is strongly  influenced
by its  multifaceted  relationship  with GM, and by  mortgage  market  dynamics.
Moody's stated GM's new car sales volume directly  influences GMAC's origination
volumes,  and car quality and pricing  influence lease residual  valuations.  In
addition,   Moody's  stated  the  parent's   marketing  policies  influence  the
loan-versus-lease decision and borrower quality, with deep incentives attracting
higher-quality borrowers.  Also, Moody's thinks GM may become an obligor to GMAC
from   time-to-time   in  respect  of  intercompany   dealings,   although  such
transactions are not material in size.
Nonetheless,  Moody's  believes that the position of GMAC's debt holders is
and will remain  incrementally  stronger  than that of GM's  creditors.  Further
Moody's  said  the  rating  agency   concluded   that  GMAC's  debt  and  equity
constituents   are  both   motivated  to  ensure  that  the  company   maintains
sufficiently prudent financial metrics,  operating standards,  and asset quality
measures to continue its auto finance  operations through any range of stresses.
Moody's believes GMAC's auto finance operations provide exceptional  services to
GM by ensuring  that  financing is available to its dealers and targeted  retail
customers,  even  through  economic  stresses,  and  by  serving  as a  customer
relations link. In this regard, Moody's thinks the highly liquid nature of prime
auto finance loans, including a deep securitization market, provides flexibility
for the finance  company to provide  these  services,  even  through a difficult
environment,  if it  continues  to  operate  prudently.  These  strong  economic
motivations for GM and GMAC drive Moody's to believe that the current  protocols
of intercompany independence will be broadly maintained.  Moody's long-term debt
ratings are opinions about the likelihood of default as well as recovery or loss
upon default.  In light of its  expectations  as to GMAC's  ongoing  operations,
Moody's indicated that the superior  recovery  prospects for the finance company
creditors,  although  unlikely  to be  tested,  warrants a single  notch  rating
differential from the manufacturing parent.

     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.

                                    SIGNATURE

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

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

Dated:  October 24, 2001            By /s/  GERALD E. GROSS
                                    ---------------------------------------
                                           (Gerald E. Gross, Controller)