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: (10-15-2001)


                      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

   General Motors Corporation Ratings Lowered; Off CreditWatch; Outlook Stable

On October 15,  2001,  Standard & Poor's  lowered its ratings on General  Motors
Corporation  (GM) and their  related  entities.  All of GM's ratings are removed
from  CreditWatch,  where they were placed on August 17, 2001.  Standard & Poor'
has revised the outlook for GM from  CreditWatch  with negative  implications to
stable.

Standard & Poor's stated its downgrade  reflects  concerns  about the long-range
profit   potential  of  GM  in  light  of  secular   deterioration  in  industry
fundamentals.  Standard & Poor's also stated  intensifying  price competition in
the companies' core North American  market has resulted in significant  declines
in profitability  this year,  notwithstanding  industry demand that has been far
stronger than previously assumed.  Standard & Poor's says this bodes ill for the
company's   future   financial   performance,   if--as  Standard  &  Poor's  now
anticipates--a more pronounced cyclical downturn unfolds.

Moreover,  Standard  & Poor's  believes  GM faces  the  prospect  of  diminished
earnings  contributions  from their sport  utility  vehicles and pickup  trucks,
which have accounted for a  disproportionately  large share of overall  profits,
given the ongoing  proliferation  of  competing  product  entries,  coupled with
slower demand growth.

Standard & Poor's also stated that in order to better confront these challenges,
GM is accelerating its cost cutting efforts in North  America--which  Standard &
Poor's   believes   could   entail   costly    rationalization   of   production
capacity--while  also seeking to enhance the  effectiveness of their new product
development  activities.  According to Standard & Poor's, it is highly uncertain
if such actions will be sufficient to overcome adverse industry developments..

Standard & Poor's believes GM is diversified geographically. However, Standard &
Poor's says GM's  non-North  American  automotive  operations  are currently not
meaningful  contributors  to earnings or cash flow, and this is likely to remain
the case for the next few  years.  Also,  Standard & Poor's  said GM's  European
operations  have  generated  heavy losses since  mid-2000,  and  management  has
indicated that an extensive  restructuring  plan is currently  being  developed.
Further,  Standard & Poor's said the economic  environment  in Latin  America is
deteriorating,  and this will likely preclude  further recovery of the important
Brazilian market.

Additionally,  Standard and Poor's believes weaker operating cash flow,  coupled
with  acquisitions  and  distributions  to  shareholders,  have  resulted  in  a
significant  reduction in the  liquidity  position of GM.  Moreover,  Standard &
Poor's stated GM has large unfunded benefit obligations. Also, Standard & Poor's
believes a particular  concern for GM is the option of Fiat SpA to put to GM its
remaining 80% stake in its unit,  Fiat Auto,  starting in 2004. (GM acquired 20%
of Fiat Auto last year for $2.4  billion.)  Standard & Poor's  had  viewed  GM's
remaining  33%  ownership  interest  in  Hughes  Electronics  Corporation  as an
important potential source of liquidity,  but the value of this stake has eroded
drastically in recent months.

According to Standard & Poor's, further rating changes within the next few years
are unlikely. Standard & Poor's stated the current ratings take into account the
expectation that financial  performance could be relatively weak for a sustained
period,  but also  incorporate  the assumption that  restructuring  actions will
eventually  restore  earnings  and  cash  flow to  more  acceptable  levels.  In
conclusion,  Standard & Poor's stated although GM is expected to have diminished
access to the  commercial  paper  market,  their overall  financial  flexibility
continues to be above average because of their  remaining cash positions,  ample
contractually  committed credit facilities,  exceptional capital markets access,
and ability to securitize finance assets.


<PAGE>



RATINGS LOWERED AND REMOVED FROM CREDITWATCH

                                                     To                From
General Motors Corporation
         Corporate credit rating                     BBB+              A
         Short-term corporate credit rating          A-2               A-1
         Senior unsecured debt                       BBB+              A
         Equipment trust certificates                BBB+              A
         Commercial paper                   A-2               A-1
         Senior unsecured shelf debt (perlim.)       BBB+              A

General Motors Acceptance Corporation
         Corporate credit rating                     BBB+              A
         Short-term corporate credit rating          A-2               A-1
         Senior unsecured debt                       BBB+              A
         Commercial paper                   A-2               A-1
         Senior unsecured shelf debt (prelim.)       BBB+              A


Standard & Poor's Commercial Paper Rating Definitions

A-2      Capacity for timely payment on issues with this  designation is strong.
         However,  the  relative  degree of safety is not as high as for  issues
         designated `A-1'.


BBB+     Debt rated  `BBB' is  regarded  as having an  adequate  capacity to pay
         interest and repay  principal.  Whereas it normally  exhibits  adequate
         protection   parameters,   adverse  economic   conditions  or  changing
         circumstances  are more  likely to lead to a weakened  capacity  to pay
         interest and repay  principal  for debt in this category than in higher
         rated categories.


                                     # # # #



                                    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 16, 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": "1760111"}, "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: (10-15-2001)

                      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

   General Motors Corporation Ratings Lowered; Off CreditWatch; Outlook Stable

On October 15,  2001,  Standard & Poor's  lowered its ratings on General  Motors
Corporation  (GM) and their  related  entities.  All of GM's ratings are removed
from  CreditWatch,  where they were placed on August 17, 2001.  Standard & Poor'
has revised the outlook for GM from  CreditWatch  with negative  implications to
stable.

Standard & Poor's stated its downgrade  reflects  concerns  about the long-range
profit   potential  of  GM  in  light  of  secular   deterioration  in  industry
fundamentals.  Standard & Poor's also stated  intensifying  price competition in
the companies' core North American  market has resulted in significant  declines
in profitability  this year,  notwithstanding  industry demand that has been far
stronger than previously assumed.  Standard & Poor's says this bodes ill for the
company's   future   financial   performance,   if--as  Standard  &  Poor's  now
anticipates--a more pronounced cyclical downturn unfolds.

Moreover,  Standard  & Poor's  believes  GM faces  the  prospect  of  diminished
earnings  contributions  from their sport  utility  vehicles and pickup  trucks,
which have accounted for a  disproportionately  large share of overall  profits,
given the ongoing  proliferation  of  competing  product  entries,  coupled with
slower demand growth.

Standard & Poor's also stated that in order to better confront these challenges,
GM is accelerating its cost cutting efforts in North  America--which  Standard &
Poor's   believes   could   entail   costly    rationalization   of   production
capacity--while  also seeking to enhance the  effectiveness of their new product
development  activities.  According to Standard & Poor's, it is highly uncertain
if such actions will be sufficient to overcome adverse industry developments..

Standard & Poor's believes GM is diversified geographically. However, Standard &
Poor's says GM's  non-North  American  automotive  operations  are currently not
meaningful  contributors  to earnings or cash flow, and this is likely to remain
the case for the next few  years.  Also,  Standard & Poor's  said GM's  European
operations  have  generated  heavy losses since  mid-2000,  and  management  has
indicated that an extensive  restructuring  plan is currently  being  developed.
Further,  Standard & Poor's said the economic  environment  in Latin  America is
deteriorating,  and this will likely preclude  further recovery of the important
Brazilian market.

Additionally,  Standard and Poor's believes weaker operating cash flow,  coupled
with  acquisitions  and  distributions  to  shareholders,  have  resulted  in  a
significant  reduction in the  liquidity  position of GM.  Moreover,  Standard &
Poor's stated GM has large unfunded benefit obligations. Also, Standard & Poor's
believes a particular  concern for GM is the option of Fiat SpA to put to GM its
remaining 80% stake in its unit,  Fiat Auto,  starting in 2004. (GM acquired 20%
of Fiat Auto last year for $2.4  billion.)  Standard & Poor's  had  viewed  GM's
remaining  33%  ownership  interest  in  Hughes  Electronics  Corporation  as an
important potential source of liquidity,  but the value of this stake has eroded
drastically in recent months.

According to Standard & Poor's, further rating changes within the next few years
are unlikely. Standard & Poor's stated the current ratings take into account the
expectation that financial  performance could be relatively weak for a sustained
period,  but also  incorporate  the assumption that  restructuring  actions will
eventually  restore  earnings  and  cash  flow to  more  acceptable  levels.  In
conclusion,  Standard & Poor's stated although GM is expected to have diminished
access to the  commercial  paper  market,  their overall  financial  flexibility
continues to be above average because of their  remaining cash positions,  ample
contractually  committed credit facilities,  exceptional capital markets access,
and ability to securitize finance assets.
RATINGS LOWERED AND REMOVED FROM CREDITWATCH

                                                     To                From
General Motors Corporation
         Corporate credit rating                     BBB+              A
         Short-term corporate credit rating          A-2               A-1
         Senior unsecured debt                       BBB+              A
         Equipment trust certificates                BBB+              A
         Commercial paper                   A-2               A-1
         Senior unsecured shelf debt (perlim.)       BBB+              A

General Motors Acceptance Corporation
         Corporate credit rating                     BBB+              A
         Short-term corporate credit rating          A-2               A-1
         Senior unsecured debt                       BBB+              A
         Commercial paper                   A-2               A-1
         Senior unsecured shelf debt (prelim.)       BBB+              A

Standard & Poor's Commercial Paper Rating Definitions

A-2      Capacity for timely payment on issues with this  designation is strong.
         However,  the  relative  degree of safety is not as high as for  issues
         designated `A-1'.

BBB+     Debt rated  `BBB' is  regarded  as having an  adequate  capacity to pay
         interest and repay  principal.  Whereas it normally  exhibits  adequate
         protection   parameters,   adverse  economic   conditions  or  changing
         circumstances  are more  likely to lead to a weakened  capacity  to pay
         interest and repay  principal  for debt in this category than in higher
         rated categories.

                                     # # # #

                                    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 16, 2001           By  s/  GERALD E. GROSS
                                   ----------------------------------------
                                          (Gerald E. Gross, Controller)