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: (09-26-2001)


                      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

             FITCH PLACES DEBT OF GM, GMAC ON RATING WATCH NEGATIVE

     On September 26, 2001, Fitch placed the `A' senior debt and `F1' commercial
paper ratings of General  Motors  Corporation  (GM) and its  financial  services
subsidiary,  General  Motors  Acceptance  Corporation  (GMAC),  on Rating  Watch
Negative.  Fitch  stated that this rating  action  reflects  the impact on GM of
over-capacity and heightened  competition in the auto industry,  namely, eroding
market share, increasing levels of incentives and declining profitability. These
factors  have  produced a decline in GM's  liquidity  position,  a trend that is
likely to persist under the continuing  decline in economic  conditions.  GM has
also been unable to reverse  losses in its overseas  operations,  where industry
over-capacity continues to impair industry profitability.

     Fitch also  stated  that  given its  association  with its parent  company,
GMAC's  ratings  are also  placed on Rating  Watch  Negative.  The auto  lending
business has  benefited in 2001 from the effects of  declining  interest  rates,
Fitch  anticipates  that margins for this business will come under pressure as a
result of higher credit-related expenses and a shift in its funding profile away
from short-term unsecured financing sources. Core profitability at GMAC Mortgage
has been more volatile given the nature of the mortgage  banking  industry,  and
Fitch  believes  that future  profitability  could be  negatively  impacted by a
downturn in the economy. On a risk-adjusted  basis, Fitch had considered GMAC to
be undercapitalized at the current rating level, although the parent company has
been taking actions to improve this position over the past 18 months.


         Ratings Placed on Rating Watch Negative:

         General Motors Acceptance Corporation
                  Senior debt               `A'
                  Commercial paper          `F1'
                  Euro commercial paper     `F1'


         General Motors Acceptance Corporation of Canada, Ltd.

         GMAC, Australia (Finance) Ltd.
                  Senior debt               `A'

         General Motors Acceptance Corporation (U.K.) plc

         Opel Bank GmbH
                  Euro commercial paper     `F1'

         GMAC International Finance B.V.
                  Euro medium-term notes    `A'
                  Euro commercial paper     `F1'

<PAGE>


         GMAC Commercial Mortgage Bank, (Ireland), plc
                  Euro commercial paper              `F1'
                  Short-term certificates of deposit `F1'



                                    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:  September 28, 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": "1747115"}, "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: (09-26-2001)

                      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

             FITCH PLACES DEBT OF GM, GMAC ON RATING WATCH NEGATIVE

     On September 26, 2001, Fitch placed the `A' senior debt and `F1' commercial
paper ratings of General  Motors  Corporation  (GM) and its  financial  services
subsidiary,  General  Motors  Acceptance  Corporation  (GMAC),  on Rating  Watch
Negative.  Fitch  stated that this rating  action  reflects  the impact on GM of
over-capacity and heightened  competition in the auto industry,  namely, eroding
market share, increasing levels of incentives and declining profitability. These
factors  have  produced a decline in GM's  liquidity  position,  a trend that is
likely to persist under the continuing  decline in economic  conditions.  GM has
also been unable to reverse  losses in its overseas  operations,  where industry
over-capacity continues to impair industry profitability.

     Fitch also  stated  that  given its  association  with its parent  company,
GMAC's  ratings  are also  placed on Rating  Watch  Negative.  The auto  lending
business has  benefited in 2001 from the effects of  declining  interest  rates,
Fitch  anticipates  that margins for this business will come under pressure as a
result of higher credit-related expenses and a shift in its funding profile away
from short-term unsecured financing sources. Core profitability at GMAC Mortgage
has been more volatile given the nature of the mortgage  banking  industry,  and
Fitch  believes  that future  profitability  could be  negatively  impacted by a
downturn in the economy. On a risk-adjusted  basis, Fitch had considered GMAC to
be undercapitalized at the current rating level, although the parent company has
been taking actions to improve this position over the past 18 months.

         Ratings Placed on Rating Watch Negative:

         General Motors Acceptance Corporation
                  Senior debt               `A'
                  Commercial paper          `F1'
                  Euro commercial paper     `F1'

         General Motors Acceptance Corporation of Canada, Ltd.

         GMAC, Australia (Finance) Ltd.
                  Senior debt               `A'

         General Motors Acceptance Corporation (U.K.) plc

         Opel Bank GmbH
                  Euro commercial paper     `F1'

         GMAC International Finance B.V.
                  Euro medium-term notes    `A'
                  Euro commercial paper     `F1'
GMAC Commercial Mortgage Bank, (Ireland), plc
                  Euro commercial paper              `F1'
                  Short-term certificates of deposit `F1'

                                    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:  September 28, 2001                By  s/  GERALD E. GROSS
                                          --------------------------------------
                                             (Gerald E. Gross, Controller)