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: (04-06-2001)



                      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


                          GMAC CREDIT RATINGS CONFIRMED

         On April 6, 2001,  Moody's Investors Service confirmed the A2 long-term
and Prime-1  short-term  ratings of General Motors  Corporation (GM) and General
Motors Acceptance Corporation (GMAC), but changed the rating outlook to negative
from stable.  The change in outlook  reflects  Moody's  views on "the  near-term
challenges  that GM will face in addressing:  1) the  continuing  erosion in its
domestic market share  position;  2)  intensifying  competition  from German and
Japanese  manufacturers  in the U.S.  truck and SUV  markets;  and 3) the severe
weakness in its international operations."

         During the next 12 months  Moody's  assessment  of GM will focus on: 1)
the company's ability to contend with more intense head-to-head competition with
Japanese and European  manufacturers in the truck and SUV market;  2) the degree
to which the company can  stabilize  its overall  market  share  position in the
U.S.; 3) the extent to which it must rely on incentives to move product;  and 4)
the  likelihood  that it will be able to  materially  reduce  the  pace of share
erosion and operating losses in its international businesses.

         Moody's expects GMAC's size and competitive  position will enable it to
provide  critical support to GM's retail and wholesale  shipments.  This support
could take on added importance during a cyclical  downturn.  GMAC has manageable
asset  quality,  a liquid balance sheet,  earnings  diversification  through its
mortgage and  insurance  operations,  and improving  leverage.  The company also
benefits from excellent  access to the  asset-backed  securities  market for its
auto  receivables.  GMAC does not have the benefit of a formal support agreement
with GM.  Nonetheless,  the Moody's A2 long-term  rating and outlook reflect the
close business  relationship  between the companies,  GM's direct  ownership and
management control of GMAC and the potential for business trends at GM to have a
direct impact on GMAC's  performance.  Therefore,  Moody's  anticipates that the
ratings of the two companies will remain closely linked.



<PAGE>



                                    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:  April 9, 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": "6141", "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": "1597975"}, "business-address": {"street1": "200 RENAISSANCE CENTER", "city": "DETROIT", "state": "MI", "zip": "48265-2000", "phone": "313-665-4327"}, "mail-address": {"street1": "200 RENAISSANCE CENTER", "street2": "MAIL CODE: 482-B07-C24", "city": "DETROIT", "state": "MI", "zip": "48265-2000"}}
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: (04-06-2001)

                      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

                          GMAC CREDIT RATINGS CONFIRMED

         On April 6, 2001,  Moody's Investors Service confirmed the A2 long-term
and Prime-1  short-term  ratings of General Motors  Corporation (GM) and General
Motors Acceptance Corporation (GMAC), but changed the rating outlook to negative
from stable.  The change in outlook  reflects  Moody's  views on "the  near-term
challenges  that GM will face in addressing:  1) the  continuing  erosion in its
domestic market share  position;  2)  intensifying  competition  from German and
Japanese  manufacturers  in the U.S.  truck and SUV  markets;  and 3) the severe
weakness in its international operations."

         During the next 12 months  Moody's  assessment  of GM will focus on: 1)
the company's ability to contend with more intense head-to-head competition with
Japanese and European  manufacturers in the truck and SUV market;  2) the degree
to which the company can  stabilize  its overall  market  share  position in the
U.S.; 3) the extent to which it must rely on incentives to move product;  and 4)
the  likelihood  that it will be able to  materially  reduce  the  pace of share
erosion and operating losses in its international businesses.

         Moody's expects GMAC's size and competitive  position will enable it to
provide  critical support to GM's retail and wholesale  shipments.  This support
could take on added importance during a cyclical  downturn.  GMAC has manageable
asset  quality,  a liquid balance sheet,  earnings  diversification  through its
mortgage and  insurance  operations,  and improving  leverage.  The company also
benefits from excellent  access to the  asset-backed  securities  market for its
auto  receivables.  GMAC does not have the benefit of a formal support agreement
with GM.  Nonetheless,  the Moody's A2 long-term  rating and outlook reflect the
close business  relationship  between the companies,  GM's direct  ownership and
management control of GMAC and the potential for business trends at GM to have a
direct impact on GMAC's  performance.  Therefore,  Moody's  anticipates that the
ratings of the two companies will remain closely linked.
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:  April 9, 2001                       By  s/  GERALD E. GROSS
                                                --------------------------------
                                                   (Gerald E. Gross, Controller)