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

                    STANDRAD & POOR'S - CREDIT RATING OUTLOOK


     On September 18, 2001,  Standard & Poor's issued the following news release
regarding General Motors  Corporation's (GM) credit rating outlook.  The release
is as follows:

     Standard & Poor's on  Tuesday,  September  18, 2001 said the attacks on the
World Trade Center and the Pentagon  "increase the likelihood" of downgrades for
GM (and its related affiliates).

     The credit rating agency said U.S.  consumer  confidence had fallen,  which
will further pinch declining auto sales.

     "Industry demand is now expected to be exceptionally  weak for the next two
quarters at least,  and the  likelihood of any  improvement  beyond that time is
highly  uncertain," it said.  "Moreover,  there could well be a deterioration in
the U.S. producers' product mix."

     S&P said GM already  suffered from rising pricing  pressures,  market share
erosion and unprofitable non-U.S. operations.

     Downgrades  ordinarily  raise  borrowing  costs.  S&P rates  GM's long- and
short-term  debt  "A" and  "A-1",  respectively  its  sixth  highest  among  ten
investment  grade  ratings  and  second  highest of the four  investment  grades
available. It said it expects to complete its reviews by the end of October.


                                     # # # #


                                    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 3, 2001                 By  s/  GERALD E. GROSS
                                        ---------------------------------------
                                               (Gerald E. Gross, Controller)
[{"type": "8-K", "sequence": "1", "filename": "gmac8k10032001.txt", "description": "S&P CREDIT RATING OUTLOOK", "secsgml_size_bytes": 3328}]
{"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": "1751628"}, "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

                    STANDRAD & POOR'S - CREDIT RATING OUTLOOK

     On September 18, 2001,  Standard & Poor's issued the following news release
regarding General Motors  Corporation's (GM) credit rating outlook.  The release
is as follows:

     Standard & Poor's on  Tuesday,  September  18, 2001 said the attacks on the
World Trade Center and the Pentagon  "increase the likelihood" of downgrades for
GM (and its related affiliates).

     The credit rating agency said U.S.  consumer  confidence had fallen,  which
will further pinch declining auto sales.

     "Industry demand is now expected to be exceptionally  weak for the next two
quarters at least,  and the  likelihood of any  improvement  beyond that time is
highly  uncertain," it said.  "Moreover,  there could well be a deterioration in
the U.S. producers' product mix."

     S&P said GM already  suffered from rising pricing  pressures,  market share
erosion and unprofitable non-U.S. operations.

     Downgrades  ordinarily  raise  borrowing  costs.  S&P rates  GM's long- and
short-term  debt  "A" and  "A-1",  respectively  its  sixth  highest  among  ten
investment  grade  ratings  and  second  highest of the four  investment  grades
available. It said it expects to complete its reviews by the end of October.

                                     # # # #

                                    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 3, 2001                 By  s/  GERALD E. GROSS
                                        ---------------------------------------
                                               (Gerald E. Gross, Controller)