MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED

                   Annual Meeting April 11, 1996


                          PROXY STATEMENT

                           March 15, 1996


             This proxy statement is furnished by management of
   Motors Mechanical Reinsurance Company, Limited (the "Company")
   in connection with the solicitation of proxies for use at the
   annual meeting of the Company to be held on April 11, 1996 at
   12:00 noon at the Miramar Conference Centre, Royal Pavilion
   Hotel, St. James, Barbados.  Please complete and return the
   attached proxy whether or not you plan to attend the meeting. 
   A proxy may be revoked at any time prior to the meeting in
   writing or by attendance of the shareholder at the meeting.

             Shareholders of record as of the date of this proxy
   statement are entitled to notice and to vote at the meeting. 
   As of such date, there were 24,500 participating shares
   outstanding, held by 432 persons representing 245 series.  All
   the common stock is held by Motors Insurance Corporation
   ("MIC"), which organized the Company.  Each share entitles the
   holder to one vote on matters on which that class of stock is
   entitled to vote.

             This proxy statement is accompanied by notice of the
   meeting, financial statements for the year ended December 31,
   1995 and a form of proxy.


                       ELECTION OF DIRECTORS

             The Company has a board of directors consisting of
   six members.  Five directors, of whom one is a resident of
   Barbados, are elected by the holder of the common shares and
   one director is elected by holders of the participating
   shares.  Directors serve without compensation other than
   reimbursement of actual expenses.  They are elected for one
   year terms.

             Warren R. (Randy) Weidner has been nominated to
   stand for election as director by the participating
   shareholders.  Other nominations can be made by the holders of
   at least two series of participating shares by notifying the
   secretary in writing at least ten days prior to the meeting. 
   The nominee receiving the highest number of votes will be
   elected.

             In addition, five directors will be elected by the
   common shareholder.  It is anticipated that MIC will choose to
   re-elect William B. Noll, Bernard J. Buselmeier, Louis S.
   Carrio, Jr. and Peter R.P. Evelyn and to elect John J. Dunn,
   Jr. to serve as directors.

             Information regarding the age and current occupation
   of persons nominated to be elected or re-elected as directors
   by the common shareholder and the person nominated to be
   elected as director by the participating shareholders is set
   forth below.

                                Position with the Company and Other
                                Employment During the Past Five
            Name          Age   Years

    William B. Noll       53    President & Director (Executive
                                Vice President & Chief Financial
                                Officer, MIC, March 1993; Group
                                Vice- President, MIC, 1991-1993;
                                Vice President, MIC, 1989-1990).

                                Mr. Noll has been President &
                                Director since 1995.

    Louis S. Carrio, Jr.  52    Vice-President and Director (Vice-
                                President,MIC).

                                Mr. Carrio has been a Vice-
                                President & Director since 1991.

    Bernard J. Buselmeier 40    Vice President & Director (Vice-
                                President since 1993 and Treasurer
                                since 1989, MIC).

                                Mr. Buselmeier has been Vice
                                President & Director since 1995.

    John J. Dunn, Jr.     37    Nominee for Director (Assistant
                                Treasurer since 1995, MIC; Manager,
                                Coopers & Lybrand L.L.P., 1990-
                                1995)

    Peter R. P. Evelyn    54    Director (Attorney, Evelyn Gittens
                                & Farmer, a Barbados Law firm).

                                Mr. Evelyn has been a Director
                                since 1986.

    Warren R. Weidner     48    Nominee for Director to be elected
                                by the participating shareholders
                                (Weidner Chevrolet Inc., Anderson,
                                Indiana).


                      AMENDMENT OF BY LAW # 1

             At the Eighteenth Directors Meeting held on April 6,
   1995, the Company's Board of Directors established an
   investment committee to review the Company's investment
   guidelines, to monitor the performance of its investment
   manager and to take such action as the committee deems
   appropriate regarding the management of the Company's
   investments.  Because the members of such committee consist of
   non-directors as well as directors, the Board resolved to
   amend the Company's By-law to allow non-directors to serve on
   the committee.  Section 61(2) of the Barbados Companies Act
   requires that any amendment of the Company's by-law by the
   Board be submitted to the shareholders of the Company for
   their approval.  Accordingly, Management proposes that the
   shareholders approve the amendment of by-law 4.7 to read as
   follows:

        4.7  Committees:  The directors may appoint from among
             their number a committee or committees and subject
             to section 80(2) of the Act may delegate to such
             committee or committees any of the powers of the
             directors.  Non-directors may be appointed to serve
             on such committees.



          AMENDMENT OF RESTATED ARTICLES OF INCORPORATION

             Under the terms of the Company's Restated Articles
   of Incorporation, each series of Shares bears 90% of losses
   incurred with respect to business attributable to such series
   as well as a pro rate share of 10% of all losses incurred with
   respect to business attributable to each other series of
   Shares.  Management proposes to amend this provision of the
   Articles to provide that each series will directly bear, to
   the extent of available balances, 100% of losses incurred with
   respect to business attributable to that series.  If this
   proposal is adopted, losses in excess of the Subsidiary
   Capital Account balance for a particular series of Shares will
   continue to be allocated in accordance with Section 3(1)(7) of
   the Articles.  The proposed change will apply with respect to
   losses incurred on or after April 1, 1996.

             In accordance with the foregoing, Management
   proposes that the Company's Articles be amended, effective
   April 1, 1996, to read as follows:

        Section 3(1)(1)(c)

             (c)  With respect to losses incurred, and any amount
             of losses recovered through salvage, subrogation,
             reimbursement or otherwise, one hundred percent
             (100%) shall be allocated to the related Subsidiary
             Capital Account.  For the purpose of this Section
             3(1)(1)(c), losses incurred includes both paid and
             unpaid (reported and unreported) losses.


                  ELECTION OF INDEPENDENT AUDITORS

             The Board of Directors proposes that the
   shareholders confirm the selection of Deloitte & Touche,
   Bridgetown, Barbados, as independent auditors to audit the
   financial statements of the Company for the year ended
   December 31, 1996.  Deloitte & Touche has served as the
   Company's independent auditors since its inception in 1987. 
   Representatives of Deloitte & Touche are expected to be
   present at the Annual Meeting of Shareholders.


                             P R O X Y

           MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED

             I/We,                           , a member of the
   above-named company hereby appoint Ronald W. Jones, Vice
   President, Finance of the Company or failing him Michael R.
   Boyce, Secretary of the Company, as my/our proxy to vote for
   me/us on my/our behalf at the shareholders meeting to be held
   on the 11th day of April, 1996 or at any adjournment thereof
   and in particular to vote for:

        (i)  The election of Warren R. Weidner to serve as a
             director representing the participating
             shareholders;

        (ii) The approval of the amendment of the Company's
             Restated Articles of Incorporation as contained in
             the proxy statement dated March 15, 1996; and

        (iii)     The confirmation of Deloitte & Touche as the
                  independent auditors of the Company for the
                  current fiscal year.


             Dated this     day of             , 1996.



   Signature                     Print Name


        As a Shareholder in Series #
        (for identification purposes, please indicate
        the series in which you are a shareholder)

   Completed Proxy forms should be returned either by facsimile
   or overnight mail to the Company's Barbados address as
   follows:

        c/o Alexander Insurance Manager (Barbados) Ltd.
        Financial Services Centre, P.O. Box 1304
        Bishops Court Hill
        St. Michael, Barbados, W.I.
        Facsimile #: (809) 436-9016