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: (04-24-2001)


                      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.
            FITCH AFFIRMS GENERAL MOTORS AND GMAC'S 'A' DEBT RATINGS

     On April 20,  2001,  Fitch  affirmed  the debt  ratings of  General  Motors
Corporation  (GM)  and  its'  financial  services  subsidiary,   General  Motors
Acceptance Corporation (GMAC). The unsecured senior debt rating for GM, GMAC and
their guaranteed foreign subsidiaries is 'A', and the commercial paper rating is
'F1'. Also, Fitch has withdrawn the 'A-' preferred  securities rating for GM and
for General  Motors  Capital  Trust G since GM  redeemed  all Series G preferred
securities earlier this month. According to Fitch, in total,  approximately $146
billion of debt  securities  are affected by this action.  The Rating Outlook is
Stable.

     With its success in reducing dealer  inventories  during the first quarter,
Fitch  expects GM's margins in North  America to return to higher levels as 2001
progresses,  bolstered  by product  initiatives  in important  segments  such as
mid-size and large sport-utility vehicles. The competitive weakening of the Opel
brand in Europe in 2000 is a concern,  but Fitch is  encouraged  by the  initial
improvement  in the first quarter and expects that cost and product  initiatives
will push GM back into  profitability  over the next year or so.  However,  GM's
automotive  cash  reserves  have fallen  substantially  below  management's  $13
billion  target  that the  ratings  have  previously  assumed  GM would  keep as
cyclical  protection,  so any missteps in the  execution  of the  aforementioned
initiatives may push the Ratings Outlook Negative.  Also, the ratings anticipate
that GM will continue to improve GMAC's capitalization.


<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 24, 2001                      By  s/  GERALD E. GROSS
                                            ------------------------------------
                                                   (Gerald E. Gross, Controller)
[{"type": "8-K", "sequence": "1", "filename": "gmac8k42401.txt", "description": "GMAC 8K 04/24/01", "secsgml_size_bytes": 3735}]
{"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": "1609754"}, "business-address": {"street1": "200 RENAISSANCE CENTER", "city": "DETROIT", "state": "MI", "zip": "48265", "phone": "3135561508"}}
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: (04-24-2001)

                      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.
            FITCH AFFIRMS GENERAL MOTORS AND GMAC'S 'A' DEBT RATINGS

     On April 20,  2001,  Fitch  affirmed  the debt  ratings of  General  Motors
Corporation  (GM)  and  its'  financial  services  subsidiary,   General  Motors
Acceptance Corporation (GMAC). The unsecured senior debt rating for GM, GMAC and
their guaranteed foreign subsidiaries is 'A', and the commercial paper rating is
'F1'. Also, Fitch has withdrawn the 'A-' preferred  securities rating for GM and
for General  Motors  Capital  Trust G since GM  redeemed  all Series G preferred
securities earlier this month. According to Fitch, in total,  approximately $146
billion of debt  securities  are affected by this action.  The Rating Outlook is
Stable.

     With its success in reducing dealer  inventories  during the first quarter,
Fitch  expects GM's margins in North  America to return to higher levels as 2001
progresses,  bolstered  by product  initiatives  in important  segments  such as
mid-size and large sport-utility vehicles. The competitive weakening of the Opel
brand in Europe in 2000 is a concern,  but Fitch is  encouraged  by the  initial
improvement  in the first quarter and expects that cost and product  initiatives
will push GM back into  profitability  over the next year or so.  However,  GM's
automotive  cash  reserves  have fallen  substantially  below  management's  $13
billion  target  that the  ratings  have  previously  assumed  GM would  keep as
cyclical  protection,  so any missteps in the  execution  of the  aforementioned
initiatives may push the Ratings Outlook Negative.  Also, the ratings anticipate
that GM will continue to improve GMAC's capitalization.
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 24, 2001                      By  s/  GERALD E. GROSS
                                            ------------------------------------
                                                   (Gerald E. Gross, Controller)