SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               AMENDMENT NO. 1 TO

                                    FORM 10-K

 x   Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange
---- Act of 1934

For the fiscal year ended December 31, 2001

                                       Or

 x   Transition Report Pursuant to Section 13 or 15(d) of The Securities
---- Exchange Act of 1934

                         Commission file number 33-6534

                 MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
             (Exact name of registrant as specified in its charter)

         Barbados                                   Not Applicable
(State or other jurisdiction          (I.R.S. employer identification of number)
incorporation or organization)

One Financial Place                                 Not Applicable
Collymore Rock                                        (Zip Code)
St. Michael, Barbados, W.I.
(Address of principal executive offices)
Registrant's telephone number, including area code (246) 436-4895

Securities registered pursuant to Section 12(b) of the Act:

                                                        Name of each
     Title of each class                        Exchange on which registered
            None                                            None

Securities registered pursuant to Section 12(g) of the Act:

                                      None

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X No


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     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

     Aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 1, 2002, was $1,875,000.*

     Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

                      Class                            As of March 1, 2002

           Common Stock, no-par value                          2,000
           Participating Stock, no-par value                  25,000


             * Based on current offering price of $75 per share.



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     This Amendment No. 1 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 2001 (the "Form 10-K") is being filed exclusively for
the purpose of filing as an exhibit to the Form 10-K, proxy materials sent to
the Registrant's shareholders with respect to an annual meeting of shareholders
to be held on May 8, 2002, which materials were provided to the Registrant's
shareholders subsequent to the filing of the Form 10-K. These materials are
filed as Exhibit 20(a) to this Amendment.






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                                     Part IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)  Index to Document List

          (1)  Financial Statements

               The following are included in Item 8:

                    (i)  Independent Auditors' Report.

                    (ii) Balance Sheets, December 31, 2001 and 2000.

                    (iii) Statements of Operations and Retained Earnings for the
                          years ended December 31, 2001, 2000 and 1999.

                    (iv) Statements of Cash Flows for the years ended December
                         31, 2001, 2000 and 1999.

                    (v)  Statement of Changes in Stockholders' Equity for the
                         years ended December 31, 2001, 2000 and 1999.

                    (vi) Notes to Financial Statements.

          (2)  Financial Statement Schedules. Schedules are omitted because of
               the absence of the conditions under which they are required or
               because the information required is presented in the financial
               statements or related notes.

          (3)  Exhibits. The following exhibits are included in response to Item
               14(c):

          3(a) Restated Articles of Incorporation and amendments thereto filed
               by reference to Exhibit 3(I) to Quarterly Report on Form 10Q File
               No. 33-6534 for the quarterly period ended June 30, 1996.

          3(b) By-laws of the Company dated June 6, 1986 filed by reference to
               Exhibit 3(b) of the Registration Statement on Form S-1, File No.
               33-6534, dated June 18, 1986.

          4    Specimen Participating Stock Certificate filed by reference to
               Exhibit 4 of Amendment No. 1 to Registration Statement on Form
               S-1, File No. 33-6534, dated February 12, 1987.


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          10(a) Form of Principal Retrocession Agreement between Motors
               Insurance Corporation and Registrant filed by reference to
               Exhibit 10(a) of the Registration Statement on Form S-1, File No.
               33-6534, dated June 18, 1986.

          10(b) Form of Supplemental Retrocession Agreement between Motors
               Insurance Corporation and Registrant filed by reference to
               Exhibit 10(b) of the Registration Statement on Form S-1, File No.
               33-6534 dated June 18, 1986.

          10(c) Specimen Stock Purchase Agreement filed by reference to Exhibit
               10(c) to Amendment No. 2 to Registration Statement on Form S-1,
               File No. 33-6534, dated May 22, 1987.

          10(d) Amended and Restated Stock Purchase Agreement between Registrant
               and Motors Insurance Corporation filed by reference to Exhibit
               10(d) to Amendment No. 1 to Registration Statement on Form S-1,
               File No. 33-6534, dated February 12, 1987.

          10(e) Insurance Management Agreement between Registrant and Aon
               (formerly Alexander) Insurance Managers (Barbados) Ltd.,
               effective January 1, 1996 filed by reference to Exhibit 10(e) to
               Annual Report on Form 10K, File No. 33-6534 for the year ended
               December 31, 1996.

          10(f) Investment Management Agreement between Registrant and BlackRock
               International, Ltd. filed by reference to Exhibit 10(f) to Annual
               Report on Form 10-K, File No. 33-6534 for the year ended December
               31, 2000.

          20(a) Proxy solicitation materials sent to shareholders in connection
               with annual meeting held on May 8, 2002.

          28(c) Certificate of Barbados Residency filed by reference to Exhibit
               28(c) to Amendment No. 1 to Registration Statement on Form S-1,
               File No. 33-6534, dated June 18, 1986.

          99(a) Certification Form filed by reference to Exhibit 28(a) to
               Amendment No. 2 to Registration Statement on Form S-1, File No.
               33-6534, dated June 18, 1986.

          99(b) Guarantee issued by the Minister of Finance of Barbados filed by
               reference to Exhibit 99(b) to Amendment No. 2 to Registration
               Statement on Form S-2, File No. 33-60105, dated April 23, 1996.

     (b)  Reports on Form 8-K. No reports on Form 8-K for the quarter ended
          December 31, 2001 have been filed.


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                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                                 MOTORS MECHANICAL REINSURANCE
                                                  COMPANY, LIMITED

                                                 (Registrant)


                                                 By s/Ronald W. Jones
                                                    ----------------------------
                                                    Ronald W. Jones
                                                    Vice-President, Finance

                                                 Date:  April 26, 2002