SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                             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, 1995

                                 Or

   [  ] 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 of  (I.R.S. employer 
    incorporation or organization)  identification number) 

    Financial Services Centre            Not Applicable
    Bishops Court Hill                     (Zip Code)
    St. Michael, Barbados, W.I.
    (Address of principal
    executive offices)

   Registrant's telephone number, including area code (809) 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


        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, 1996, was
   $1,830,000*.


        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, 1996

        Common Stock, no-par value               2,000
        Participating Stock, no-par value       24,400


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


                               PART I


   Item 1.   BUSINESS

   INTRODUCTION

   Motors Mechanical Reinsurance Company, Limited (the "Company")
   was incorporated in Barbados on June 12, 1986.  It became
   registered in Barbados as an insurer on June 30, 1986 and
   commenced insurance operations on December 11, 1987.

   The business of the Company is the assumption of motor vehicle
   mechanical breakdown insurance risks arising under insurance
   policies reinsured by Motors Insurance Corporation ("MIC") to
   the extent such policies are attributable to an MIC agency
   account in respect of which a series of shares is issued and
   outstanding (the "Policies").  These policies are issued
   either to General Motors Corporation or affiliates ("GM") or
   to automobile dealers, reinsured by MIC, and retroceded to the
   Company.  Shares of the Company's Participating Stock (the
   "Shares") are sold to persons designated by owners of motor
   vehicle sales franchises with respect to which MIC maintains
   an MIC Agency Account.  A separate series is created for
   Shares relating to each MIC Agency Account, and a separate
   "Subsidiary Capital Account" is maintained for each such
   series.  The profitability of the Company reflects both
   underwriting and investment experience, which is allocated
   among the Subsidiary Capital Accounts.


   THE RETROCESSION

   The Retroceding Company.   MIC, the retroceding company under
   the Retrocession Agreement described below, is a stock
   insurance company organized under the laws of New York.  All
   of MIC's outstanding stock is owned by General Motors
   Acceptance Corporation which, in turn, is a wholly owned
   subsidiary of GM. MIC, directly and through its subsidiaries,
   offers property and casualty coverages in all 50 states and
   the District of Columbia, as well as in Canada and Europe. 
   MIC consistently has been awarded A.M. Best Company's
   insurance financial rating of A + (Superior), one of the
   highest possible ratings.

   MIC maintains MIC Agency Accounts in respect of Franchises to
   which the risks to be retroceded can be attributed. (A single
   MIC Agency Account may be established either for a single
   Franchise or in respect of a group of Franchises treated as a
   single business unit by MIC and its subsidiaries.)  Currently,
   there are more than 6,800 MIC Agency Accounts in respect of
   Franchises through which mechanical insurance business is
   produced. 

   The Retrocession Agreement -- Principal Agreement.   The
   Company has entered into a "quota share" retrocession
   agreement (the "Agreement") which became effective as of
   December 11, 1987.  Pursuant to the Agreement, MIC retrocedes
   to the Company, and the Company is obligated to assume, MIC's
   risks in respect of policies issued by any MIC subsidiary and
   reinsured by MIC that cover automobile mechanical breakdown
   risks, to the extent that risks under such policies are
   attributable to an MIC Agency Account in respect of which a
   series of Shares is issued and outstanding.  MIC retrocedes
   100% of the risk and the Company receives 75% of the original
   gross premium, reduced by agents' commissions, if any.  The
   remaining 25% of the gross premium is retained by MIC as a
   ceding commission.  The Company assumes 75% of the risk with
   respect to these policies and MIC pays 56.25% of the gross
   premium at the time the policies are written.  The remaining
   25% of the risk is ceded to the Company and MIC pays 18.75% of
   the gross premium as the premiums are earned.  Settlements
   between the Company and MIC are made quarterly.

   The Agreement may be terminated at any time by mutual consent
   of the parties, or by either party upon 30 days written
   notice.  Upon termination of the Agreement, MIC and the
   Company will remain bound by their respective obligations
   under the Agreement with respect to risks retroceded prior to
   the close of business on the date of termination.  However,
   risks not yet retroceded to the Company under the Agreement
   shall remain risks of MIC.

   The Retrocession Agreement -- Supplemental Agreement.   MIC
   from time to time enters into agreements with Franchise owners
   for which an MIC Agency Account is established, pursuant to
   which MIC, acting for itself and on behalf of certain of its
   subsidiaries, agrees to cede or retrocede to another insurance
   company mutually satisfactory to MIC and the respective
   Franchise owners the unexpired liability on service contracts,
   insured under the Policies, sold after the date specified in
   each such agreement.  This liability can be ceded or
   retroceded to dealer-owned companies organized specifically
   with respect to a particular Franchise or, if a series of
   Shares is issued which relates to the Franchise, pursuant to
   an agreement between MIC and the Company (the "Supplemental
   Retrocession Agreement").  For this purpose, unexpired
   liability means MIC's liability in respect of the remaining
   period of coverage under the Policy as of the effective date
   of the cession.  Under the Supplemental Retrocession
   Agreement, unexpired liability in respect of the Policies is
   assumed on the same basis as risks retroceded to the Company
   under the principal Retrocession Agreement.

   Types of Risks Subject to Retrocession.  Coverages assumed
   under the Agreement are limited to service contracts or
   insurance policies insured or reinsured by MIC that provide
   indemnification against specific automobile mechanical
   breakdowns not covered by a manufacturer's new vehicle
   warranty.  Such service contracts or insurance policies often
   provide additional coverages, such as towing and rental
   allowances.

   Loss Reserves.  Reserves are balance sheet liabilities
   representing estimates of amounts needed in the future to pay
   claims with respect to insured events which have occurred as
   of the balance sheet dates.

   For purposes of establishing loss reserves, the Company relies
   upon the advice of MIC.  Loss reserves are established after
   an annual actuarial review, based on judgments of the effects
   of technological change, manufacturers' warranties, and MIC's
   historical experience with automotive mechanical breakdown
   risks.  Consequently, the determination of loss reserves is a
   process inherently subject to a number of highly variable
   factors.  Any adjustments to reserves are reflected in the
   operating results for the periods in which they become known.

   The Company's incurred loss ratios (losses incurred as a
   percentage of net premium earned) on all mechanical business
   for the years ended December 31, 1995, 1994, and 1993 were
   67.5%, 69.6% and 70.7% respectively.

   The following table sets forth an analysis of changes in the
   loss reserves for the years ended December 31, 1993, 1994 and
   1995:


                                            Year Ended
                                   12/31/93    12/31/94    12/31/95

    Beginning balance in
    reserves for losses          $1,622,855  $1,910,030  $2,660,270
                                  _________   _________   _________
 
   Add-provision for losses
    incurred related to:

      Current claim year         11,046,932  14,893,890  19,540,192

      Prior claim years           (134,249)    (63,724)   (109,160)
                                  _________    ________   _________
         Total                   10,912,683  14,830,166  19,431,032
                                 __________  __________  __________

    Deduct-paid losses
    attributable to:
      Current claim year          9,363,720  12,527,026  16,461,768

      Prior claim years           1,261,788   1,552,900   2,149,200
                                  _________   _________   _________

         Total                   10,625,508  14,079,926  18,610,968
                                 __________  __________  __________
    Ending balance in
    reserves for losses          $1,910,030  $2,660,270  $3,480,334



   The following table analyzes the development of losses and
   loss adjustment expenses from February 1, 1989 through
   December 31, 1995.

<TABLE>
<CAPTION>
   <S>             <C>        <C>          <C>          <C>         <C>         <C>         <C>
                   1/31/90    12/31/90     12/31/91     12/31/92    12/31/93    12/31/94    12/31/95
   
  
    Liability
    for unpaid
    claims and
    claims
    adjustment
    expense       $766,912    $1,075,123   $1,396,542   $1,622,855  $1,910,030  $2,660,270  $3,480,334

    <S>           <C>        <C>          <C>           <C>          <C>        <C>         
    Paid
    (cumulative)
    in subsequent
    year(s)       $666,866    $748,557     $  912,465   $1,261,788  $1,552,900  $2,149,200

    <S>             <C>        <C>            <C>          <C>         <C>         <C>         
    Estimated
    unpaid
    liability as
    of year end*     2,393      43,840        186,542      226,818     293,406     401,910
                     _____      ______        _______     ________     _______   _________
   <S>           <C>         <C>            <C>          <C>          <C>        <C>          
   Cumulative
   Deficiency  
   (Redundancy)  $(97,653)   $(282,726)     $(297,535)   $(134,249)   $(63,724)  $(109,160)

</TABLE>

   */ Because mechanical breakdown claims are generally paid
   within 90 days of when they are incurred, liability for unpaid
   claims incurred in prior years is negligible.  Accordingly,
   liability for unpaid claims incurred in all prior years has
   been combined at each year end.

   The table shows initial estimated reserves at December 31,
   1994, 1993, 1992, 1991 and 1990 and January 31, 1990 and
   amounts paid on claims unsettled at each prior period end. 
   Claims are typically processed for payment at the time the
   claim is reported.  Therefore, the recorded claim liability at
   each year end represents the estimated incurred but not
   reported claims and claims in the process of payment.  The
   cumulative deficiency or redundancy represents the total
   change in reserve estimates covering prior years.

   The policies reinsured by the Company are written for multiple
   years (up to six years) and losses do not occur equally over
   the period for which the policy is written but tend to be
   clustered in the later years.  Therefore, loss experience for
   prior years may not be indicative of that for future years.


   INVESTMENT INCOME

   A major source of income to an insurance company is income
   earned on the investment of amounts not currently required to
   meet losses or expenses.  The principal funds available for
   investment by the Company come from accumulated capital, and
   the cumulative excess of premiums collected over losses and
   operating expenses paid.

   The Company's funds are invested in a manner consistent with
   investment guidelines that are established by the Board.  The
   Company invests primarily in U.S. dollar-denominated
   securities issued outside of the United States by non-United
   States private or governmental issuers, and U.S. dollar-
   denominated bank certificates of deposit issued by foreign
   banks and foreign branches of U.S. banks.  Subject to the
   satisfaction of certain conditions, the Company may make
   limited investments in non-dollar denominated bonds, on a
   currency-hedged basis.  The Company may invest only in
   securities and certificates which are rated at least Aa3 by
   Moody's or AA- by Standard & Poor's or the equivalent, or are
   guaranteed by such an issuer.  However, certain unrated
   securities may also be held if, in the opinion of the
   investment manager, they have at least equivalent credit
   standing to the above rating standard.  The Board reviews on a
   regular basis and, where appropriate, revises the investment
   objectives and guidelines for the Company's funds.  There can
   be no assurance, however, as to whether a particular
   investment objective, once adopted, can be achieved or that
   adverse factors would not cause a decrease in the overall
   value of the Company's investment portfolio.

   Investments in non-U.S. securities, particularly those of non-
   governmental issuers, may involve considerations not
   ordinarily associated with investments in domestic issuers. 
   These considerations include, but are not limited to, the
   possibility of expropriation, the unavailability of financial
   information or difficulty in interpreting such information
   when it is prepared under foreign accounting or regulatory
   standards, the possible negative impact of political, social
   or diplomatic developments, and the possible imposition of
   withholding taxes by foreign taxing authorities.

   Rothschild Asset Management Limited ("Rothschild") manages the
   investment and reinvestment of the Company's funds in
   accordance with the investment policies and guidelines
   established by the Board.  Rothschild, which is one of the
   leading institutions engaged in the management of offshore
   fixed-income portfolios, and which has been providing this
   service since 1974, is an affiliate of NM Rothschild and Sons
   Limited, a prominent merchant bank in London which has been in
   the investment management business worldwide for more than 100
   years.  Rothschild charges a management fee of 0.3% per annum
   on the first $20,000,000 of assets under management based on
   the market value of the Company's investment portfolio at the
   end of each calendar quarter, and 0.15% per annum on the
   excess thereof.


   ALLOCATIONS TO SUBSIDIARY CAPITAL ACCOUNTS

   The Company has established a Subsidiary Capital Account with
   respect to the Common Stock as a class, and establishes such
   an account with respect to each series of Shares at the time a
   series is issued.  Subsidiary Capital Accounts are maintained
   solely for the purpose of the allocations described below, and
   do not serve any other legal or accounting function.  None of
   the Company's assets are segregated or earmarked with respect
   to those accounts.

   The consideration received by the Company upon the issuance of
   a particular series of Shares and the Common Stock as a class
   are allocated to the Subsidiary Capital Account for that
   series or class.  Items of income and expense, and losses,
   attributable to insurance underwriting activities are
   determined and allocated to the Subsidiary Capital Accounts as
   of the end of each quarter.  Investment experience, and other
   items of income and expense, gains and losses and
   distributions with respect to the Capital Stock, are
   determined and allocated to the Subsidiary Capital Accounts as
   of the end of each quarter.  All such accounting
   determinations are made using accounting principles generally
   accepted in the United States, unless otherwise required by
   the Articles.

   For purposes of the following description, items shall be
   "related" to the Subsidiary Capital Account for the series
   identified with the MIC Agency Account to which such items can
   be attributed.

   (1)  Allocations with respect to underwriting activities are
   made as follows:

   (a)  With respect to premiums ceded by MIC to the Company,
   100% to the related Subsidiary Capital Account; provided,
   however, that an amount equal to 1-1/3% of those premiums, net
   of related ceding commissions, are subtracted from such
   Subsidiary Capital Account and allocated to the Subsidiary
   Capital Account for the Common Stock.

   (b)  With respect to any agents' or brokers' commissions,
   commissions recaptured, unearned premiums, reinsurance
   premiums ceded, and any United States excise tax, 100% to the
   related Subsidiary Capital Account.

   (c)  With respect to losses incurred, and any amount of losses
   recovered through salvage, subrogation, reimbursement or
   otherwise:

   (i)  ninety percent (90%) to the related Subsidiary Capital
   Account; and 

   (ii) the remainder among all Subsidiary Capital Accounts of
   the Shares pro rata in accordance with the relative earned
   premiums attributable to those accounts for the quarter in
   which the losses are incurred.

   (d)  With respect to return premiums, 98-2/3% to the related
   Subsidiary Capital Account and 1-1/3% to the Subsidiary
   Capital Account for the Common Stock.

   (2)  Any expenses or liabilities attributable to day-to-day
   Company operations, excluding any United States Federal income
   taxes, are allocated among all Subsidiary Capital Accounts for
   the Shares pro rata in accordance with the relative earned
   premiums allocated to those accounts for the quarter in which
   the expense or liability is incurred.

   (3)  Any United States Federal income tax liability (and any
   interest thereon or any penalties related thereto) is
   allocated among the Subsidiary Capital Accounts based upon the
   relative contribution of each of those accounts to the taxable
   income of the Company upon which the tax (or any interest or
   penalties) is imposed.

   (4)  Any expenses or liabilities attributable to the sale and
   issuance of Shares, including but not limited to the costs of
   compliance with regulations and requirements of the Securities
   and Exchange Commission and state securities laws (but not
   including ongoing periodic reporting costs), are allocated to
   the Subsidiary Capital Account for the Common Stock; however,
   MIC may undertake to pay such expenses.

   (5)  Any expenses or liabilities of the Company not allocable
   in the manner described in paragraphs 2 through 4 above are
   allocated among the Subsidiary Capital Accounts on the basis
   of the relative balances of those accounts as of the end of
   the quarter preceding the date on which the expense or
   liability is incurred.

   (6)  (a)  Investment income, net of any direct investment
   expense, is allocated among the Subsidiary Capital Accounts
   pro rata based upon the relative Investment Asset Balance (as
   defined in subparagraph (b) below) of each of those accounts
   as of the last day of the quarter preceding the quarter for
   which the investment income is being allocated.  For these
   purposes, net investment income includes realized (but not
   unrealized) gains and losses.

   (b)  The Investment Asset Balance of each Subsidiary Capital
   Account is equal to the capital and surplus of each account,
   increased by:

   (i)  the unearned portions of the written premiums that have
   been collected by the Company attributable to those accounts
   as of the last day of the quarter preceding the quarter for
   which the income is being allocated, net of any applicable
   commissions and taxes;

   (ii) the outstanding loss reserves attributable to each of
   those accounts as of the last day of the quarter preceding the
   quarter for which the income is being allocated; and

   (iii)     any other outstanding liability that has been
   charged to the account as of the last day of the quarter
   preceding the quarter for which the income is being allocated.

   (7)  (a)  If, after the credits and charges described in
   paragraphs 1-6 above are made to the Subsidiary Capital
   Accounts there exists a deficit in one or more of the
   accounts, then each such deficit is allocated to and charged
   against:

   (i)  first, the Subsidiary Capital Account for the Common
   Stock to the extent of Restricted Earned Surplus (the phrase
   "Restricted Earned Surplus" refers to the portion of the
   earned surplus, if any, in the Subsidiary Capital Account for
   the Common Stock equal to that 1-1/3% of the premiums ceded to
   the Company during the immediately preceding five-year period
   which was subtracted from the Subsidiary Capital Accounts for
   the Shares pursuant to paragraph 1(a) above, net of losses
   allocated to that account during such period pursuant to the
   allocation procedure described in this paragraph 7 and net of
   return premiums allocated to that Account during such period
   pursuant to the allocation procedure described in paragraph
   (1)(d) above);

   (ii) then, the Subsidiary Capital Accounts for the Shares, pro
   rata, based upon the relative earned premiums allocated to
   each such account for the quarter for which the allocation is
   being made, provided, however, that only accounts which have
   positive balances are taken into account for purposes of this
   allocation;

   (iii)  then, the remaining Subsidiary Capital Accounts for the
   Shares with positive balances as of the last day of the
   quarter for which the allocation is being made, pro rata,
   based upon such balances; and

   (iv) then, to the extent necessary, the Subsidiary Capital
   Account for the Common Stock.

   (b)  If, as a result of an allocation of a deficit as
   described in subparagraph (ii) or (iii) of paragraph (a)
   above, a deficit is created in one or more of the Subsidiary
   Capital Accounts, then the resulting deficit(s) are further
   allocated in the manner provided in that subparagraph before
   applying a subsequent subparagraph.

   (c)  Notwithstanding the foregoing, if any Subsidiary Capital
   Account for a series of Shares had a deficit that was
   allocated to and charged against the Restricted Earned Surplus
   or, after January 1, 1995, to the Subsidiary Capital Account
   for any series of Shares, then at the end of any succeeding
   quarter for which that account otherwise would show an account
   balance greater than zero, the balance is reallocated to the
   Restricted Earned Surplus until all reductions of that surplus
   attributable to that Subsidiary Capital Account have been
   restored and thereafter, to the Subsidiary Capital Accounts
   for the Shares, pro rata based on the relative amount of
   deficits allocated to such accounts, until all reductions of
   such Subsidiary Capital Accounts after January 1, 1995 have
   been restored.

   Thus, a loss in a Subsidiary Capital Account which exceeds the
   balance in that account is absorbed by other Subsidiary
   Capital Accounts, in general, as follows: The amount of such
   excess losses is charged first to the Restricted Earned
   Surplus portion of the Subsidiary Capital Account of the
   Common Stock.  Any remaining losses, should the Restricted
   Earned Surplus be exhausted, is allocated among the Subsidiary
   Capital Accounts of other participating series.  Any then
   unabsorbed losses are charged to the Subsidiary Capital
   Account of the Common Stock.

   Funds drawn from the Restricted Earned Surplus or the
   Subsidiary Capital Accounts for the Shares in the manner
   described above must be restored from the Subsidiary Capital
   Account that drew the funds if at any time it returns to a
   positive balance.

   (8)  (a)  Dividends, payments upon redemption or liquidation
   (described below), and any other distributions with respect to
   the Capital Stock are allocated to the Subsidiary Capital
   Account for the class or series with respect to which the
   dividend, payment or distribution was made.

   (b)  Where all Shares of a series are repurchased by the
   Company pursuant to its right of first refusal or redeemed in
   accordance with the Company's procedures for redemption, the
   Subsidiary Capital Account for that series is terminated. 
   Thereafter, all underwriting income and expenses, and losses
   that would have been allocated to the terminated account, are
   allocated among the Subsidiary Capital Accounts of the
   existing series of Shares pro rata based upon relative earned
   premiums attributable to each of those accounts for the
   calendar quarter in which the item was earned or incurred;
   provided, however, that a net deficit for any such period is
   allocated to the Subsidiary Capital Account for the Common
   Stock (to the extent of Restricted Earned Surplus) before
   allocating any remaining deficits to the Subsidiary Capital
   Accounts for the participating series.

   Using the procedures described above, the Company has
   allocated items of gain and loss to the Subsidiary Capital
   Account for each series. Initially each Account had a balance
   of $7,500 representing the amount paid for the Shares of that
   series.  During the year ended December 31, 1995, $1,883,189
   of net underwriting gains and $544,838 of administrative
   expenses were allocated among the 241 series of Shares
   outstanding as of December 31, 1995, and  $5,563,573 of net
   investment income was allocated among such series of Shares
   and the Common Stock.

   As of December 31, 1995, 216 series of Shares outstanding had
   balances greater than $7,500 (ranging from $7,559 to $431,157)
   and 25 of such series had balances less than $7,500 (ranging
   from $6,762 to zero).  (The amounts in the Subsidiary Capital
   Accounts can fluctuate substantially and therefore may not be
   indicative of future results.)  At December 31, 1995, an
   aggregate of $1,281,396 had been advanced from the Restricted
   Earned Surplus (which forms a portion of the Account
   established for the Common Stock owned by MIC) to 22
   Subsidiary Capital Accounts and remained outstanding at that
   date.  In addition, at December 31, 1995, net deficits of
   $458,609 associated with 4 series of Shares that have been
   redeemed had been charged against Restricted Earned Surplus
   and remained outstanding at that date.  As of December 31,
   1995, $849,452 of aggregate deficits has been reallocated
   among the Subsidiary Capital Accounts of the Shares and
   remained outstanding.

   The Subsidiary Capital Account for the Common Stock had, at
   the time it was established, a balance of approximately
   $200,000, representing the capital paid in by MIC for the
   2,000 shares of the Common Stock issued to it. That Subsidiary
   Capital Account is not affected directly by underwriting gains
   and losses attributable to the various Subsidiary Capital
   Accounts related to series of Shares, but is affected by those
   gains and losses indirectly to the extent that one of the
   Subsidiary Capital Accounts for a series of Shares incurs a
   deficit, in which case resort to the Subsidiary Capital
   Account for the Common Stock will result, in the manner
   described above.

   The allocations of income and expense, gains and losses, and
   distributions described above are subject to approval by the
   Board, and when so approved are considered final and
   conclusive and will be binding on all holders of Shares for
   all purposes including without limitation any redemption of
   Shares pursuant to the Company's procedures for redemption.

   Barbados insurance law requires that the Company maintain
   certain levels of net assets, calculated without regard to
   unrealized gains or losses.  The Company is currently in
   compliance with these requirements.  However, in the event
   that the Company is unable to comply with such requirements in
   the future, it has the right to reduce the business related to
   a Subsidiary Capital Account by retrocession or any other
   means to the extent necessary to permit the Subsidiary Capital
   Account to meet its pro rata share of the Company's required
   capital and surplus.


   EMPLOYEES

   The Company does not have any full-time employees.  Rather,
   the Company relies on Alexander Insurance Managers (Barbados)
   Ltd. (the "Manager") to handle its day-to-day operations. 
   (See "Business of the Company -- Insurance Management
   Agreement," below.)  In addition, corporate secretarial
   services for the Company are provided by Colybrand Company
   Services Limited of St. Michael, Barbados.  The Board and the
   committees thereof, however, remain responsible for the
   establishment and implementation of policy decisions.


   COMPETITION

   The insurance business is extremely competitive.  MIC
   management believes that at present, MIC and its subsidiaries
   are, as a group, one of the largest mechanical breakdown
   insurers of new GM vehicles in the United States.  There are
   other major companies offering similar coverage.  Because the
   insurance business of the Company is limited to the assumption
   of certain mechanical breakdown insurance business ceded by
   MIC, the profitability of the Company depends to a large
   degree on the success experienced by MIC and its affiliates in
   competing with those other insurers.

   Many commercial insurance groups are seeking to capture
   additional mechanical insurance business by offering to assist
   automobile dealers in the formation of their own dealer-owned
   reinsurance companies.  MIC has assisted in the establishment
   of such companies for a number of qualified GM dealers. 
   However, MIC believes that participation in the Company
   represents a more practical alternative for dealers who do not
   have the available capital, insurance management expertise or
   time for the personal involvement necessary for their own
   reinsurance company.


   INSURANCE MANAGEMENT AGREEMENT

   The Company has entered into an Insurance Management Agreement
   (the "Management Agreement") with the Manager, pursuant to
   which the Manager collects and disburses funds on behalf of
   the Company, provides bookkeeping, clerical, telephone, telex,
   and other services for the Company, and advises and consults
   with the Company in regard to all aspects of the Company's
   retrocession activities.

   Pursuant to the Management Agreement, the Manager has
   undertaken to maintain an office in Barbados to perform its
   duties.  Further, during the term of the Management Agreement
   and generally for a period of one year thereafter, the Manager
   has agreed not to provide management or accounting services
   for any other company which, by the nature of its operations,
   is offering, insuring or reinsuring mechanical breakdown
   and/or extended warranty or related coverages on a multi-state
   basis in the United States or Canada with respect to motor
   vehicles sold by franchised GM dealerships.  Under the terms
   of the Management Agreement, the Company pays the Manager a
   fee based on hourly rates for services performed.  For the
   year ended December 31, 1995, the Company paid fees to the
   Manager in the amount of $168,577.

   The Manager is responsible for the payment of the salaries of
   its officers and employees and all office and staff overhead
   and other costs attributable to its services on the Company's
   behalf.  However, out-of-pocket expenses, such as telephone,
   telex, postage, travel, and other items are borne by the
   Company on an expense reimbursement basis.

   The Manager was incorporated in Barbados in 1984, and is an
   affiliate of Alexander and Alexander, an international
   insurance brokerage and insurance consulting firm.  The
   Manager performs services similar to those performed for the
   Company for several other entities.  The Manager has ten
   employees.  In addition, the Manager may draw upon the
   resources of its affiliates as needed to provide the services
   contemplated under the Management Agreement.  No employee of
   the Manager devotes all of his or her time to the business of
   the Company.  However, the Manager is obligated to devote all
   employee time necessary to ensure the performance of the
   Manager's duties under the Management Agreement.  The Manager
   is subject to the control and direction of the Board.

   The Manager has served in that capacity since 1986.  The
   current Management Agreement became effective on March 19,
   1992 and may be terminated by either party as of the end of
   the then current year by the giving of written notice to the
   other party by September 1 of that year.


   BARBADOS REGULATION AND TAXES

   The Company's business is subject to regulation under the
   Barbados Exempt Insurance Act, 1983, as amended (the "Exempt
   Insurance Act").  The principal requirements of the Exempt
   Insurance Act require the Company to maintain its principal
   office in Barbados, appoint various professional advisors, and
   to meet certain capitalization and annual reporting
   requirements with respect to its operating activities and
   solvency requirements.

   Under the Exempt Insurance Act, no income tax, capital gains
   tax or other direct tax or impost is levied in Barbados on the
   results of the Company's operations, or transfers of
   securities or assets of the Company to any person who is not a
   resident of Barbados.  The Company has received a guarantee
   from the Minister of Finance of Barbados that such benefits
   and exemptions will be available for a period ending December
   31, 2016.


   Item 2.   PROPERTIES

   The Company neither owns nor maintains any office space or
   facilities.  Rather, the business office for the Company is
   provided by the Manager and is located at Financial Services
   Centre, Bishops Court Hill, St. Michael, Barbados.  The
   Company believes that these facilities are adequate for its
   current and anticipated future needs.  In addition, the
   Manager supplies all equipment for the Company, and maintains
   all insurance records for the Company. 


   Item 3.   LEGAL PROCEEDINGS

   The Company is not involved in any legal proceedings.


   Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   There were no matters submitted to a vote of security holders
   during the quarter ended December 31, 1995.


                              PART II

   Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
             STOCKHOLDER MATTERS

   (a)  There is no public market for the Shares or the other
   capital stock of the Company, and none is expected to develop. 
   Transfer of the Shares is restricted by the terms of a Stock
   Purchase Agreement.

   (b)  All of the common stock of the Company is held by MIC. 
   As of March 1, 1996 there were 422 holders of Shares of
   record, representing 244 series of Shares.

   (c)  Under the Articles of Incorporation, the holders of
   Shares are entitled to receive minimum dividends equal to
   their pro-rata share of 20% of net income attributable to the
   associated Subsidiary Capital Account provided (i) the Company
   meets the Barbados regulatory requirements without regard to
   any letter of credit or guarantee, and (ii) the related
   Subsidiary Capital Account would also meet those requirements
   after giving effect to the dividend.  In April of 1995, 1994
   and 1993, the Company declared dividends of $1,188,614,
   $2,156,304 and $2,021,504.  These dividends were declared as a
   varying percentage of earned surplus attributable to each
   series of Shares with the percentage applicable depending on
   the amount of earned surplus attributable to such series.


   Item 6.   SELECTED FINANCIAL DATA

   The following selected financial data for the years ended
   December 31, 1995, 1994, 1993, 1992 and 1991 have been derived
   from financial statements audited by Deloitte & Touche,
   independent chartered accountants, whose report with respect
   to their audits of the financial statements as of December 31,
   1995 and 1994 and for each of the three years in the period
   ended December 31, 1995 is included elsewhere herein.


                                         December 31

                  1995         1994          1993         1992         1991

    Premiums
    Assumed    $44,084,952  $38,371,896  $27,779,063   $19,386,455  $16,784,405

    Premiums
    Earned     $28,800,689  $21,316,685  $15,429,611   $13,005,184  $10,292,788

    Net
    Investment
    Income       5,563,573    1,227,816    2,700,242     2,522,712    1,792,947
                 _________    _________    _________     _________    _________
    Total
    Income      34,364,262   22,544,501   18,129,853    15,527,896   12,085,735

    Less
    Losses
    and
    Expenses    27,462,338   20,825,943   15,425,146    12,020,682   10,165,350
                __________   __________   __________    __________   __________

    Net
    Income*     $6,901,924   $1,718,558   $2,704,707    $3,507,214   $1,920,385

    Dividends
    Per Common
    Share                0            0            0             0            0

    Total
    Assets     $91,526,976  $66,012,284  $50,359,633   $36,847,490  $28,124,056

    Total
    Policy
    Reserves
    and Other
    Liabilities 76,350,313   60,246,641   42,430,269    29,777,783   23,148,003

    Stock-
    holders'
    Equity      15,176,663    5,765,643    7,929,364     7,069,707    4,976,053

    Dividends
    Paid on
    Particip-
    ating
    Shares       1,188,614    2,156,304    2,021,504     1,021,705      150,317



   */   Information as to earnings per share is not provided
   inasmuch as the results for each series of stock will vary
   with the underwriting experience attributable to each
   Subsidiary Capital Account established with respect to that
   series.  See Note 2 to the financial statements.


   Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS

   Liquidity.  The Company expects to generate sufficient funds
   from operations to cover current liquidity needs.  The
   Company's liquidity requirements are related to payment of
   insurance losses, administrative expenses, and dividends. 
   Premiums generated by the Company's reinsurance business,
   combined with investment earnings plus proceeds from the sale
   of Shares, will continue to be the principal sources of funds
   for the Company.  Although losses are expected to increase due
   to the increased level of premiums assumed in each preceding
   year and the anticipated incidence of claims following the
   expiration of manufacturers' warranties, available funds from
   the sources identified above have also grown.  Net cash
   provided by operating activities has increased to $16,418,640
   in 1995 and $14,960,494 in 1994 from $11,550,335 in 1993.  The
   Company believes that such funds will be sufficient to meet
   its liquidity requirements in 1996 and in future years to
   which its reinsurance liabilities extend.  No capital
   expenditures are expected during the next few years.

   The Company had unearned premium reserves of $72,752,532 as of
   December 31, 1995, and $57,468,269 as of December 31, 1994. 
   These amounts are attributable to the long-term nature of the
   contracts sold.  Such contracts may extend for up to 72 months
   from date of issue.  In addition, the risk of loss to the
   Company under the contract arises primarily after the
   underlying manufacturer's warranty expires.  For new vehicles,
   the warranty generally covers 36 months or 36,000 miles.  For
   used vehicles, the applicable warranty period depends on the
   unexpired portion of the original manufacturer's warranty at
   the time of purchase of the vehicle.  Because the Company has
   little risk of loss prior to expiration of the underlying
   manufacturer's warranty, most premium is not recognized as
   earned until such expiration.  Since very little premium is
   recognized as earned until the expiration of the underlying
   warranty, most of the premium written in any year is recorded
   as unearned.

   On April 6, 1995, the Board of Directors authorized the
   payment of dividends to eligible holders of Participating
   Shares aggregating $1,188,614.  See "Market For Registrant's
   Common Equity And Related Stockholder Matters" for a
   discussion of dividends paid and legal restrictions on the
   payment of dividends.

   Capital Resources.  Capitalization of the Company, as of
   December 31, 1995, was comprised of paid-in capital with
   respect to the Common Stock of $200,000, paid-in capital with
   respect to the Shares of $1,807,500 (compared with $1,665,000
   and $1,417,500 as of December 31, 1994 and 1993,
   respectively), and earnings retained for use in the business
   of $11,517,542.  Barbados law requires that the Company's net
   assets equal at least the aggregate of $1,000,000 and 10% of
   the amount by which the earned premium exceeded $5,000,000 in
   the previous year.  If the Company's net assets are less than
   mandated by Barbados law, the Company has the right to reduce
   the business related to a Subsidiary Capital Account by
   retrocession or any other means to the extent necessary to
   permit the Subsidiary Capital Account to meet its pro rata
   share of the Company's required capital and surplus.  At
   January 1, 1996, the Company's required minimum net assets
   computed in accordance with Barbados law was approximately
   $3,380,069, compared to total capital and retained earnings
   computed for purpose of Barbados law of $ 13,525,042.

   Results of Operations.  During the year ended December 31,
   1995, the Company had net income of $6,901,924 compared to
   $1,718,558 and $2,704,707 for the years ended December 31,
   1994 and 1993, respectively.  As described below, the increase
   in net income during 1995 compared to the previous year was
   the result of realized gains on the sale of investments,
   increases in interest earned and improved underwriting
   results.  The reduction in net income during 1994 compared to
   the previous year was the result primarily of realized losses
   on the sale of investments.

   The Company had net underwriting income of approximately
   $1,338,351 in 1995 compared to $490,742 and $4,465 for the
   years ended December 31, 1994 and 1993, respectively.  The
   increase in underwriting income during 1995 was the result of
   an increase in the amount of premiums earned coupled with a
   modest improvement in the loss ratio (the ratio of losses
   incurred to premiums earned).  During 1995, the Company had
   earned premiums of $28,800,689 compared to $21,316,685 and
   $15,429,611 during 1994 and 1993, respectively.  Increased
   premium income has been generated by the issuance of
   additional series of Shares during the year ended December 31,
   1995, and the continuing flow of reinsurance premiums from
   series issued in prior years.  During 1995, the Company issued
   20 new series of Shares and redeemed 1 series of Shares for a
   net increase of 19 series.  There were a total of 241 series
   outstanding at December 31, 1995 compared to 222 and 189
   series of Shares outstanding at December 31, 1994 and 1993,
   respectively.

   The Company incurred losses and expenses during the year ended
   December 31, 1995 of $27,462,338 compared with $20,825,943 and
   $15,425,146 for the years ended December 31, 1994 and 1993,
   respectively.  Expenses in 1995 were comprised of provisions
   for losses incurred of $19,431,032, ceding commissions and
   excise taxes of $7,486,469 and operating expenses of $544,837. 
   Losses incurred in 1994 and 1993 were $14,830,166 and
   $10,912,683 respectively.  The loss ratio for the year ended
   December 31, 1995 was 67.5% compared to 69.6% and 70.7% for
   the years ended December 31, 1994 and 1993, respectively.

   The Company incurred operating expenses during the year ended
   December 31, 1995 of $544,837 compared to $455,238 and
   $503,178 for the years ended December 31, 1994 and 1993,
   respectively.  MIC has agreed to pay directly certain costs of
   registering and issuing shares if such costs can not be
   allocated to the Subsidiary Capital Account for the Common
   Stock.  In 1995 and 1994, $171,079 and $162,989, respectively,
   of such costs were paid directly by MIC.  For the year ended
   December 31, 1993, $74,461 of such costs were paid by the
   Company and allocated to the Subsidiary Capital Account for
   the Common Stock.

   Investment income in 1995 was $5,563,573 compared to
   $1,227,816 and $2,700,242 for the years ended December 31,
   1994 and 1993, respectively.  The increase in investment
   income during 1995 compared to 1994 was attributable to
   realized gains on the sale of investment securities and an
   increase in interest earned.  The decrease in investment
   income during 1994 compared to 1993 was primarily attributable
   to realized losses on the sale of investment securities which
   offset an increase in interest earned.  The sale of investment
   securities for the year ended December 31, 1995 resulted in
   realized gains of $1,857,519 compared to realized losses of
   $1,543,358 for the year ended December 31, 1994, and realized
   gains of $872,313 for the year ended December 31, 1993.  The
   realized gains during 1995 were due to increased sales of
   investment securities to take advantage of market
   opportunities presented by fluctuations in interest rates. 
   The realized losses on the sale of investment securities
   during 1994 resulted from changes in interest rates which
   adversely affected the market values of the Company's
   investment portfolio.  Interest earned for the year ended
   December 31, 1995 was $3,706,054 compared to $2,771,174 and
   $1,827,929 for the years ended December 31, 1994 and 1993,
   respectively.  The increase in interest earnings during 1995
   was largely a result of an increase in the amount of assets
   under management which offset the impact of lower interest
   rates.

   Unrealized appreciation on investment securities held at
   December 31, 1995 was $1,651,621 compared to unrealized
   depreciation at December 31, 1994 of $1,896,089.  The
   unrealized appreciation as of December 31, 1995 compared to
   the unrealized depreciation as of December 31, 1994 is in
   large part attributable to lower long term interest rates in
   effect during 1995 which increased the market value of the
   Company's investment portfolio.

   At December 31, 1995, approximately 78.5% of the Company's
   investments are in U.S. dollar-denominated fixed-income
   securities.  Approximately 21.5% of the Company's investments
   are in non-U.S. dollar-denominated bonds, on a currency-hedged
   basis.  The Company's investment manager seeks to identify
   non-U.S. dollar-denominated investments that offer a higher
   rate of return (net of hedging costs) than would be available
   in the market for similarly rated U.S. dollar-denominated
   bonds.  The Company's investment guidelines do not permit the
   use of financial instrument derivatives in managing interest
   rate risk.  The instruments used to hedge non-U.S. dollar-
   denominated investments involve, to varying degrees, elements
   of credit risk in the event a counterparty should default on
   its obligation under the hedge instrument.  Such credit risk
   is managed through the selection of financially sound
   counterparties and periodic monitoring of counterparty
   financial condition.

   Pursuant to the Retrocession Agreement, the Company must
   furnish to MIC collateral in the form of an irrevocable letter
   of credit of at least 12 months duration equal in amount to
   the unearned premium in respect of risks retroceded and unpaid
   loss reserves (including reserves for losses incurred but not
   reported) otherwise required to be maintained by MIC in
   respect of the Policies.  As of December 31, 1995, the Company
   had furnished such a letter of credit in the amount of
   $58,050,000.

   Accounting Change.  FASB Statement No. 115, "Accounting for
   Certain Investments in Debt and Equity Securities" is
   effective for years beginning after December 15, 1993 and
   required the Company to classify its securities holdings into
   three categories (trading, available for sale, and held to
   maturity).  The Company adopted Statement No. 115 in 1994 and
   classified its securities portfolio as available for sale. 
   Adoption of the statement did not have a material effect on
   the Company's financial position and results of operations.


   Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                     Page
   1.   Independent Auditors' Report...................

   2.   Balance Sheets, December 31 
          1995 and 1994................................

   3.   Statements of Income and Retained 
          Earnings for the years ended
          December 31, 1995, 1994 and 1993 ............

   4.   Statements of Cash Flows for the years ended
          December 31, 1995, 1994 and 1993 ............

   5.   Notes to Financial Statements..................



                    INDEPENDENT AUDITORS' REPORT


   To the Stockholders of
   Motors Mechanical Reinsurance Company, Limited
   Financial Services Centre
   Bishops Court Hill
   St. Michael, Barbados


   We have audited the accompanying balance sheets of Motors
   Mechanical Reinsurance Company, Limited as of December 31,
   1995 and 1994 and the related statements of income and
   retained earnings and cash flows for each of the three years
   in the period ended December 31, 1995.  These financial
   statements are the responsibility of the Company's management. 
   Our responsibility is to express an opinion on these financial
   statements based on our audits.

   We conducted our audits in accordance with auditing standards
   generally accepted in the United States of America.  Those
   standards require that we plan and perform the audit to obtain
   reasonable assurance about whether the financial statements
   are free of material misstatement.  An audit includes
   examining, on a test basis, evidence supporting the amounts
   and disclosures in the financial statements.  An audit also
   includes assessing the accounting principles used and
   significant estimates made by management, as well as
   evaluating the overall financial statement presentation.  We
   believe that our audits provide a reasonable basis for our
   opinion.

   In our opinion, the financial statements referred to above
   present fairly, in all material respects, the financial
   position of Motors Mechanical Reinsurance Company, Limited as
   of December 31, 1995 and 1994 and the results of its
   operations and its cash flows for each of the three years in
   the period ended December 31, 1995 in conformity with
   accounting principles generally accepted in the United States
   of America.

                                 s/DELOITTE & TOUCHE
                                 CHARTERED ACCOUNTANTS


   Bridgetown, Barbados
   March 1, 1996




           MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
                           BALANCE SHEETS
                     DECEMBER 31, 1995 AND 1994

                    (Expressed in U.S. Dollars)

                                              1995          1994

    ASSETS

      Investments                      $59,898,265   $42,903,056
      Cash and cash
        equivalents                      7,093,106     3,303,060

      Accrued investment income          2,532,813     1,559,195
      Due from Motor Insurance
        Corporation                      3,095,587     3,315,506

      Deferred acquisition costs        18,907,205    14,931,467
                                        __________    __________

    Total Assets                       $91,526,976   $66,012,284


    LIABILITIES AND STOCKHOLDERS'
    EQUITY

    LIABILITIES

      Unearned premiums                $72,752,532   $57,468,269
      Loss reserves                      3,480,334     2,660,270

      Accrued liabilities                  117,447       118,102
                                           _______       _______
      Total Liabilities                 76,350,313    60,246,641
                                        __________    __________


    COMMITMENTS AND CONTINGENCIES

    STOCKHOLDERS' EQUITY
      Share capital

       Common stock - no par value;
         Authorized - 2,000 shares;
         issued and outstanding -
         2,000 shares                      200,000       200,000
       Participating stock - no par
        value;
         Authorized - 100,000 shares;
         issued and outstanding -
         24,100 shares at December
         31, 1995 and 22,200 shares
         at December 31, 1994            1,807,500     1,665,000
                                         _________     _________

                                         2,007,500     1,865,000

      Retained earnings                 11,517,542     5,796,732
      Unrealized appreciation
       (depreciation) on
       investments                       1,651,621   (1,896,089)
                                         _________   ___________

      Total Stockholders' Equity        15,176,663     5,765,643
                                        __________     _________
    Total Liabilities and
      Stockholders' Equity             $91,526,976   $66,012,284

   The accompanying notes form an integral part of these
   financial statements.



           MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
             STATEMENTS OF INCOME AND RETAINED EARNINGS
        FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

                    (Expressed in U.S. Dollars)


                               1995            1994            1993

   INCOME
     Reinsurance
      premiums assumed       $44,084,952      $38,371,896     $27,779,063

    Increase in
     unearned premiums      (15,284,263)     (17,055,211)    (12,349,452)
                            ____________     ____________    ____________
    Premiums earned           28,800,689       21,316,685      15,429,611
                              __________       __________      __________

    Investment income:
      Interest earned          3,706,054        2,771,174       1,827,929

      Realized gains
       (losses) on
       investments             1,857,519      (1,543,358)         872,313
                               _________      ___________         _______
    Investment income -
     net                       5,563,573        1,227,816       2,700,242
                               _________        _________       _________

   TOTAL INCOME               34,364,262       22,544,501      18,129,853
                              __________       __________      __________

   EXPENSES

    Acquisition costs          7,486,469        5,540,539       4,009,285
    Losses paid               18,610,968       14,079,926      10,625,508

    Increase in loss
     reserves                    820,064          750,240         287,175

    Administrative
     expenses:

      Related Parties            174,443          171,135         168,933

      Other                      370,394          284,103         334,245
                                 _______          _______         _______
   TOTAL EXPENSES             27,462,338       20,825,943      15,425,146
                              __________       __________      __________

   NET INCOME                  6,901,924        1,718,558       2,704,707

   RETAINED EARNINGS,
     beginning of year         5,796,732        6,211,978       5,528,775

   LESS: DIVIDENDS           (1,188,614)      (2,156,304)     (2,021,504)

   ADD: REDEMPTION OF
     PARTICIPATING STOCK           7,500           22,500              - 
                                   _____           ______            ____
   RETAINED EARNINGS,
     end of year             $11,517,542      $ 5,796,732     $ 6,211,978



   The accompanying notes form an integral part of these
   financial statements.


           MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
                      STATEMENTS OF CASH FLOWS
       FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993

                    (Expressed in U.S. dollars)


                                  1995         1994          1993
   CASH FLOWS FROM
   OPERATING ACTIVITIES:

   Reinsurance premiums
   collected               $42,818,628  $35,580,944   $26,933,330

   Losses and
   underwriting expenses
   paid                   (28,599,428) (22,168,851)  (16,977,784)

   Administrative
   expenses paid             (540,841)    (527,767)     (490,616)

   Investment income
   received                  2,740,281    2,076,168     2,085,405
                             _________    _________     _________


   Net cash provided by
   operating activities     16,418,640   14,960,494    11,550,335
                            __________   __________    __________


   CASH FLOWS FROM
   INVESTING ACTIVITIES:

   Purchases of
   investment securities (182,526,749) (70,748,944)  (49,834,608)

   Sales and maturities
   of investment
   securities              170,936,769   54,189,043    45,038,810
                           ___________   __________    __________

   Net cash invested      (11,589,980) (16,559,901)   (4,795,798)
                          ____________ ____________   ___________


   CASH FLOWS FROM
   FINANCING ACTIVITIES:
   Proceeds from
   issuance of
   Participating Stock         150,000      270,000       345,000

   Dividends paid          (1,188,614)  (2,156,304)   (2,021,504)
                           ___________  ___________   ___________

   Net cash used in
   financing activities    (1,038,614)  (1,886,304)   (1,676,504)
                           ___________  ___________   ___________


   INCREASE (DECREASE)
   IN CASH AND CASH
   EQUIVALENTS               3,790,046  (3,485,711)     5,078,033

   CASH AND CASH
   EQUIVALENTS,
   beginning of year         3,303,060    6,788,771     1,710,738
                             _________    _________     _________

   CASH AND CASH
   EQUIVALENTS, end of
   year                    $ 7,093,106  $ 3,303,060   $ 6,788,771


   RECONCILIATION OF NET
   INCOME TO NET CASH
   PROVIDED BY OPERATING
   ACTIVITIES:

   Net income              $ 6,901,924  $ 1,718,558   $ 2,704,707

   Realized losses
   (gains) on
   investments             (1,857,519)    1,543,358     (872,313)

   Change in:

   Accrued investment
   income                    (973,618)    (698,005)       254,177

   Due from Motors
   Insurance Corporation       219,919    (983,528)        24,630

   Deferred acquisition
   costs                   (3,975,738)  (4,436,261)   (3,213,352)

   Unearned premiums        15,284,263   17,055,211    12,349,452

   Loss reserves               820,064      750,240       287,175

   Accrued liabilities           (655)       10,921        15,859
                                 _____       ______        ______


   NET CASH PROVIDED BY
   OPERATING ACTIVITIES    $16,418,640  $14,960,494   $11,550,335


   The accompanying notes form an integral part of these
   financial statements.




           MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
                 NOTES TO THE FINANCIAL STATEMENTS

                    (Expressed in U.S. Dollars)


   Note 1.   OPERATIONS

             The Company is incorporated under the laws of
             Barbados and is a licensed insurer under the Exempt
             Insurance Act, 1983, and amendments thereto.

             All of the common stock of the Company is owned by
             Motors Insurance Corporation ("MIC").  MIC is an
             indirect wholly-owned subsidiary of General Motors
             Corporation.  The principal activity of the Company
             is the assumption of automobile mechanical breakdown
             risks arising under insurance policies reinsured by
             MIC and attributable to an MIC Agency Account in
             respect of which shares of Participating Stock are
             issued and outstanding.  All premiums received were
             derived from MIC.

   Note 2.   PRINCIPAL ACCOUNTING POLICIES

             Basis of Presentation

             The financial statements are stated in United States
             dollars and are prepared in conformity with
             accounting principles generally accepted in the
             United States of America.

             The preparation of financial statements in
             conformity with generally accepted accounting
             principles requires management to make estimates and
             assumptions that affect the reported amounts of
             assets and liabilities and disclosure at the date of
             the financial statements and the reported amounts of
             revenues and expenses during the reporting period. 
             Actual results could differ from those estimates.

             Premium Income and Acquisition Costs

             Reinsurance premiums are based on the Company
             assuming (after ceding commission) 75% of the
             original policy premium written by the direct
             insurer.  Of these reinsurance premiums, 75% is
             retroceded to the Company when written and 25% when
             earned.

             Premiums are taken into income on the basis of
             quarterly cessions and are related to anticipated
             loss exposures.  Acquisition costs, consisting of
             ceding commissions and excise taxes, are taken into
             income on the basis of premiums earned.

             Investments

             Investments are comprised of interest-bearing
             marketable securities which are carried at fair
             value based on quoted market prices and dealer
             quotes obtained from an external pricing service. 
             Investments with original maturities of less than 90
             days are classified as cash equivalents.  Unrealized
             appreciation (depreciation) is included in
             stockholders' equity.

             Realized gains and losses on the sale of investments
             are included as investment income and are calculated
             based on average costs.

             Loss Reserves

             The Company provides for unsettled, reported losses
             based on estimates of the final settlement, with an
             experience factor added to provide for losses
             incurred but not reported.  The final settlement may
             be greater or less than the amounts provided.  Any
             such differences, when they become known, are
             recognized in current operations.

             Taxation

             The Company has received an undertaking from the
             Barbados Government exempting it from all local
             income, profits and capital gains taxes for a period
             ending December 31, 2016.

             Stockholders who are United States residents are
             taxed in the United States on their share of the
             Company's income on a deemed distribution basis.

             Earnings Per Share

             No amount has been reported as earnings per share as
             the earnings applicable to the Participating
             Stockholders vary with the underwriting results of
             each series.  Retained earnings applicable to the
             Common Stockholder include allocated investment
             income and operating expenses and amounts restricted
             for advances to Participating Stockholders (see Note
             8).

   Note 3.   INVESTMENTS

             Effective January 1, 1994, the Company adopted the
             requirements of Financial Accounting Standards Board
             Statement No. 115 "Accounting for Certain
             Investments in Debt and Equity Securities" and the
             Company's investments have been classified as
             available for sale.  The Company had previously
             accounted for its investment securities at market
             value, with the resulting unrealized gains and
             losses included as a separate component of
             stockholders' equity.  Accordingly, the adoption of
             Statement No. 115 had no material effect on the
             Company's financial position and results of
             operations.


             The cost and fair value of investments in debt
        securities are as follows:


                             Gross         Gross
                           Unrealized   Unrealized
                  Cost    Appreciation Depreciation   Fair Value

   December
   31, 1995:

   Debt
   securities
   issued by
   foreign
   governments
   and their
   agencies    $56,243,544  $1,711,611     $(135,765) $57,819,390

   Debt
   securities
   issued by
   supra-
   nationals     2,003,100      75,775             --   2,078,875
                 _________      ______             __   _________

   Total       $58,246,644  $1,787,386     $(135,765) $59,898,265


   December
   31, 1994:

   Debt
   securities
   issued by
   foreign
   governments
   and their
   agencies    $31,233,934     $23,323   $(1,324,106) $29,933,151

   Debt
   securities
   issued by
   supra-
   nationals    13,565,211          --      (595,306) $12,969,905
                __________          __      _________ ___________

   Total       $44,799,145     $23,323   $(1,919,412) $42,903,056



   Note 3.   INVESTMENTS (Cont'd)

             The cost and fair value of debt securities at
             December 31, 1995, by contractual maturity, are
             shown below.  Expected maturities will differ from
             contractual maturities because borrowers may have
             the right to call or prepay obligations with or
             without call or prepayment penalties.


                                           Cost      Fair Value
             Due after one year 
               through five years     $40,242,673    $41,233,791

             Due after five years
               through ten years       18,003,971     18,664,474
                                      ___________    ___________

                                      $58,246,644    $59,898,265


             In 1995, gross gains of $3,147,972 and gross losses
             of $1,290,453 were realized.  In 1994, gross gains
             of $150,704 and gross losses of $1,694,062 were
             realized.  In 1993, gross gains of $964,613 and
             gross losses of $92,300 were realized.

             The following summarizes net unrealized appreciation
             (depreciation) on investments:

             Balance, December 31, 1992         $  268,432
             Net depreciation                     (168,546)
                                                ___________

             Balance, December 31, 1993         $   99,886
             Net depreciation                   (1,995,975)
                                                ___________

             Balance, December 31, 1994         $(1,896,089)
             Net appreciation                   $ 3,547,710
                                                ___________

             Balance, December 31, 1995         $ 1,651,621


             The investment portfolio is comprised of diverse
             debt securities which do not result in any
             concentration of credit risk.  At December 31, 1995,
             approximately 78.5% of the Company's investments are
             denominated in U.S. dollars and 21.5% are in non-
             U.S. dollar denominated securities on a currency-
             hedged basis.

             The Company uses forward currency contracts to hedge
             its exposure to changes in currency exchange rates
             relating to its investments denominated in
             currencies other than the U.S. dollar.  The
             contracts provide for settlement in U.S. dollars in
             the future.  Credit risk is managed by dealing with
             financially-sound counterparties.  Market risk is
             mitigated because the forward contracts hedge
             corresponding non-U.S. dollar investments.  The
             notional amount of forward contracts outstanding at
             December 31, 1995, all of which mature in 1996, was
             $11,017,000.


   Note 4.   RESERVES FOR UNPAID LOSSES

   The following table sets forth an analysis of changes in the
   loss reserves for the years ended December 31, 1995, 1994 and
   1993:


                              1995           1994            1993

   Beginning
   balance in
   reserves for
   losses               $2,660,270     $1,910,030      $1,622,855
                        __________     __________      __________

   Add-provision
   for losses
   incurred
   related to:

     Current claim
     year               19,540,192     14,893,890      11,046,932

     Prior claim
     years               (109,160)       (63,724)       (134,249)
                         _________       ________       _________
        Total           19,431,032     14,830,166      10,912,683
                        __________     __________      __________

   Deduct-paid
   losses
   attributable
   to:

     Current claim
     year               16,461,768     12,527,026       9,363,720

     Prior claim
     years               2,149,200      1,552,900       1,261,788
                         _________      _________       _________

        Total           18,610,968     14,079,926      10,625,508
                        __________     __________      __________


   Ending balance
   in reserves for
   losses               $3,480,334     $2,660,270      $1,910,030



   As a result of change in estimates of losses incurred in prior
   years, the provisions for losses incurred in 1995, 1994 and
   1993 decreased by $109,160, $63,724 and $134,249,
   respectively, because of lower than expected claims.


   Note 5.   STOCKHOLDERS' EQUITY

             All of the Company's Common Stock is held by MIC.  A
             prospectus dated July 12, 1994 is offering 12,000
             shares of Participating Stock to persons certified
             by owners of certain motor vehicle franchises.  The
             offering consists of 120 series of 100 shares each
             at a price of $75 per share.

             During 1995, 20 additional series of 100 shares of
             Participating Stock were issued as compared with 36
             for the year ended December 31, 1994.  In addition,
             in 1995 the Board of Directors redeemed 1 series of
             100 shares that had a substantial accumulated
             deficit.  As a result of the redemption, $7,500 was
             transferred from the Participating Stock to retained
             earnings to eliminate the capital account and
             accumulated deficit of that series.

             In the years ended December 31, 1995, 1994 and 1993,
             costs in the amount of $171,079, $162,989 and
             $74,461, respectively, were incurred in the sale of
             Participating Stock.  The Common Stockholder
             reimbursed the Company directly for these expenses
             in 1995 and 1994.  During 1993, these amounts were
             expensed by the Company and allocated to the account
             of the Common Stockholder.

             The holder of Common Stock is entitled to elect five
             directors, at least one of whom must be a resident
             of Barbados.  The holder of Common Stock has no
             right to vote with respect to liquidation of the
             Company.  The holder generally has the sole right to
             vote on matters not specifically reserved to
             Participating Stock.

             The holders of Participating Stock as a class
             are entitled to elect one director.  Generally,
             liquidation of the Company requires approval by
             at least 75% of the outstanding shares of this
             class.  Any redemption of a series of shares
             requires a vote of the Board provided that the
             director representing holders of the
             Participating Stock votes in favor of the
             redemption.  Any changes in the Company's
             Articles of Incorporation or By-Laws require
             the approval of a majority of the shares of
             Participating Stock present and voting together
             with a majority of the shares of Common Stock.

             From time to time, funds are held in escrow on
             account of Participating Stock applications.  Such
             amounts are not included in cash and cash
             equivalents in the accompanying financial
             statements.  At December 31, 1994, $7,500 was held
             in escrow.


   Note 6.   REINSURANCE PREMIUMS

             Under the provisions of the retrocession agreement,
             the Company will receive additional cessions of
             $24,250,844 ($19,156,090 at December 31, 1994)
             relating to premiums written by Motors Insurance
             Corporation but unearned at the respective period
             ends.  The amounts will be received as the premiums
             are earned, net of related acquisition costs.


   Note 7.   LETTERS OF CREDIT

             The Company has provided an irrevocable letter of
             credit to MIC, in the amount of $58,050,000 to
             collateralize the amounts recoverable from the
             Company related to the business ceded.  Cash
             equivalents and investments are assigned to
             collateralize the letter of credit.


   Note 8.   RETAINED EARNINGS

             Items of income or loss and premiums and expenses
             attributable to insurance underwriting activities
             are determined as of the end of each calendar
             quarter and are allocated to the Participating
             Stockholders' capital accounts.

             An amount equal to 1-1/3 percent of assumed premiums
             (net of related ceding commissions) is allocated to
             the capital account of the Common Stockholder.  Such
             allocations accumulate as restricted retained
             earnings and may be used to advance capital to any
             Participating Stockholders who incur a deficit in
             their capital accounts; any such advances are
             repayable out of future profitable operations of the
             respective Participating Stockholder.  Amounts
             allocated to the Common Stockholder, net of advances
             to Participating Stockholders, are presented in the
             table below as "net transfers."

             Dividends may be declared and paid at the discretion
             of the Company's Board of Directors subject to the
             right of holders of participating stock to receive
             minimum dividends.  The minimum annual dividend
             payable on each share shall be such shares pro rata
             portion of an amount equal to twenty percent of the
             net income, if any, for the preceding year
             attributable to the subsidiary capital account
             associated with the series of which that share is
             part.

             Barbados law requires that the Company maintain a
             minimum capitalization based generally on the amount
             of premiums earned in the preceding year.  At
             January 1, 1996, the Company's required minimum
             capital computed in accordance with Barbados law was
             approximately $3,380,000.

             Retained earnings applicable to the Common and
             Participating Stockholders are comprised of the
             following:


                              Common     Participating    Total

   Balance, December 31,
   1992                       $208,880    $5,319,895   $5,528,775

   Net income (loss) for
   the year                   (41,909)     2,746,616    2,704,707
  
   Net transfers             (175,245)       175,245           --

   Dividends paid                   --   (2,021,504)  (2,021,504)
                                 _____   ___________  ___________
   Balance (Deficit),
   December 31, 1993           (8,274)     6,220,252    6,211,978

   Net income (loss) for
   the year                    (7,536)     1,726,094    1,718,558

   Net transfers              (37,410)        37,410

   Dividends paid                   --   (2,156,304)  (2,156,304)

   Redemption of
   participating stock              --        22,500       22,500
                                 _____        ______       ______
   Balance (Deficit)
   December 31, 1994          (53,220)     5,849,952    5,796,732

   Net income (loss) for
   the year                     18,627     6,883,297    6,901,924

   Net transfers                23,732      (23,732)           --

   Dividend paid                    --   (1,188,614)  (1,188,614)

   Redemption of
   participating stock              --         7,500        7,500
                                    __         _____        _____
   Balance (Deficit)
   December 31, 1995         $(10,861)   $11,528,403  $11,517,542




                              PART III


   Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
             ACCOUNTING AND FINANCIAL DISCLOSURE.

   None.


   Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

   Five of the current directors of the Company were elected by
   MIC through its ownership of the Common Stock at the Annual
   Shareholders' Meeting held on April 6, 1995 and one director
   was elected by the holders of the Shares at such meeting.  The
   directors and officers of the Company are as follows: 

                                      POSITION WITH THE COMPANY
                                      (AND OTHER EMPLOYMENT
   NAME                          AGE  DURING PAST FIVE YEARS) 



   John D. Finnegan...........   47   Chairman and Chief
                                      Executive Officer and
                                      Director (Treasurer,
                                      General Motors Corporation,
                                      December 1995; Executive
                                      Vice President & Chief
                                      Financial Officer, General
                                      Motors Acceptance
                                      Corporation ("GMAC") June
                                      1992; Assistant Treasurer
                                      and Funds Officer, GMAC,
                                      1987-1992).

                                      Mr. Finnegan became
                                      Chairman and Chief
                                      Executive Officer and
                                      Director in April of 1995.

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

                                      Mr. Noll became President
                                      and Director in April of
                                      1995.

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

                                      Mr. Carrio became a
                                      Director and was appointed
                                      Vice-President in 1991.

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

                                      Mr. Buselmeier became Vice-
                                      President and Director in
                                      April of 1995.

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

                                      Mr. Evelyn has been a
                                      Director since 1986.

   Henry Faulkner, III.........  46   Director (President,
                                      Faulkner Saturn of Trevose)

                                      Mr. Faulkner became a
                                      Director in April of 1995.

   Ronald W. Jones ...........   43   Vice-President, Finance
                                      (Managing Director,
                                      Alexander Insurance
                                      Managers (Barbados) Ltd.).

                                      Mr. Jones has served as
                                      Vice-President, Finance
                                      since 1987.

   Michael B. Boyce...........   55   Secretary (Principal,
                                      Colybrand Company Services,
                                      Limited, Barbados, since
                                      1993; previously principal,
                                      Price Waterhouse, Eastern
                                      Caribbean).

                                      Mr. Boyce has served as
                                      Secretary since 1994.  Mr.
                                      Boyce served previously as
                                      Assistant Secretary to the
                                      Company.


   The directors and officers named above serve in those
   capacities until the annual meeting of shareholders next
   following their election.


   Item 11. EXECUTIVE COMPENSATION

   No director or officer of the Company is compensated directly
   for his services as such.  However, each director and officer
   of the Company is reimbursed for expenses incurred for
   attendance at Board, committee, and shareholder meetings.  In
   addition, Mr. Jones is an officer of the Manager, which
   receives management fees and compensation for data processing
   services.  Mr. Evelyn is a member of the law firm of Evelyn,
   Gittens & Farmer, which serves as the Company's Barbados
   counsel; and Mr. Boyce is affiliated with Colybrand Company
   Services Limited, St. Michael, Barbados, which receives
   compensation for corporate secretarial services provided to
   the Company.


   Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
   MANAGEMENT

   MIC owns all of the issued and outstanding shares of the
   Common Stock of the Company, which consists of 2,000 shares. 
   Henry Faulkner, III, a director, owns 80 shares of
   Participating Stock as a custodian.


   Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   See Item 1, THE RETROCESSION, INSURANCE MANAGEMENT AGREEMENT
   and Item 11, EXECUTIVE COMPENSATION



                              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, 1995 and
                            1994.

                  (iii)     Statements of Income and Retained
                            Earnings for the years ended December
                            31, 1995, 1994 and 1993.

                  (iv)      Statements of Cash Flows for the
                            years ended December 31, 1995,1994,
                            and 1993.

                  (v)       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 dated
                       January 29, 1987, as amended, filed by
                       reference to Exhibit 3(a) to Post
                       Effective Amendment No. 7 to Registration
                       Statement on Form S-1, File No. 33-6534,
                       dated April 29, 1993.

                  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.

             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 Alexander Insurance
                       Managers (Barbados) Ltd., dated March 19,
                       1992, filed by reference to Exhibit 10(f)
                       to Annual Report on Form 10-K, File No.
                       33-6534, for the year ended December 31,
                       1993. 

             20(a)     Proxy solicitation materials sent to
                       shareholders in connection with annual
                       meeting held on April 6, 1995, filed by
                       reference to Exhibit 20(b) to Annual
                       Report on Form 10-K, File No. 33-6534, for
                       the year ended December 31, 1994.

             20(b)     Proxy solicitation materials sent to
                       shareholders in connection with annual
                       meeting to be held on April 11, 1996.

             27   Financial Data Schedule.

             28(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.

             28(b)     Guarantee issued by the Minister of
                       Finance of Barbados filed by reference to
                       Exhibit 28(b) to Amendment No. 1 to
                       Registration Statement on Form S-1, File
                       No. 33-6534, dated June 18, 1986.

             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.

        (b)  Reports on Form 8-K.  No reports on Form 8-K for the
             quarter ended December 31, 1995 have been filed.



                             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 under-
   signed, thereunto duly authorized.


                            MOTORS MECHANICAL REINSURANCE
   COMPANY, LIMITED
                                      (Registrant)

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


                                  Date:  March 13, 1996

   Pursuant to the requirements of the Securities Exchange Act of
   1934, this report has been signed below by the following
   persons on behalf of the registrant and in the capacities
   indicated.

        Signature                Title               Date


   s/John D. Finnegan       Chairman and Chief  March 18, 1996
     John D. Finnegan       Executive Officer
                            and Director

   s/William B. Noll        President and       March 18, 1996
     William B. Noll        Director


   s/Louis S. Carrio, Jr.   Vice-President      March 15, 1996
     Louis S. Carrio, Jr.   and Director


   s/Bernard J. Buselmeier  Vice-President      March 15, 1996
     Bernard J. Buselmeier  and Director


   s/Peter R. P. Evelyn     Director            March 14, 1996
     Peter R. P. Evelyn


   s/Ronald W. Jones        Vice-President,     March 13, 1996
     Ronald W. Jones        Finance, Principal
                            Financial and 
                            Accounting Officer


        SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS
   FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANT WHICH
   HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE
   ACT

        Proxy solicitation materials were sent to shareholders in
   connection with the annual meeting held on April 6, 1995, and
   in connection with the 1996 annual meeting, to be held on
   April 11, 1996.