24
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549


                                     FORM 10-K



                Annual Report Under Section 13 or 15[d] of the
                       Securities Exchange Act of 1934


For the fiscal year ended December 31, 1996                                   
              Commission  File  Number:          0-25760


                        GENERAL ACCEPTANCE CORPORATION
            (Exact name of Registrant as specified in its charter)


<TABLE>
<CAPTION>


<S>                                       <C>
Indiana                                                          35-1739977
(State or other jurisdiction              (IRS Employer Identification No.)
of incorporation or organization)


1025 Acuff Road
Bloomington, IN                                                       47404
(Address of Principal Executive Offices)                         (Zip Code)
</TABLE>



              Registrant's telephone number:     (812) 337-6000

      Securities registered pursuant to Section 12(b) of the Act:  None

  Securities registered under Section 12(g) of the Act:  Common Stock, no par
                                    value


     Indicate  by  check mark whether the Registrant (1) has filed all reports
to  be  filed  by  Section  13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was  required to file such report(s)), 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..

     The  aggregate  market  value of the 1,793,100 shares of the Registrant's
common  stock  held  by non-affiliates of the Registrant, as of April 10, 1997
was  $5,828,000.

     The  number  of shares outstanding of the Registrant's common stock as of
April  10,  1997,  was  6,022,000.

     Documents  Incorporated  by  Reference:  Portions of the definitive Proxy
Statement  to  be  used  in  connection  with  the  1997  Annual  Meeting  of
Stockholders  are  incorporated  by  reference  in Part III of this Form 10-K.

<PAGE>
DOCUMENT  -  8  1/2  X  11"          PART  I

ITEM  1.                    BUSINESS

BACKGROUND

     The  Company  is  a  specialized  consumer  finance  company, principally
engaged  in servicing installment sale contracts ("Contracts") secured by used
automobiles,  which the Company purchases from automobile dealers with whom it
has  established  a  formal  business relationship ("Third-Party Dealers") and
from used car dealerships (the "Company Dealerships") operated by the Company.
 The  Company  has also generated revenues from: (i) the sale of purchased and
trade  vehicles at the Company Dealerships; (ii) the issuance by a third-party
of  Visa credit cards in conjunction with the sale by the Company to Non-Prime
Consumers  (defined as consumers who do not have access to traditional sources
of  financing,  generally  due  to  higher credit risk, resulting from various
factors,  including unfavorable past credit experience, low income and limited
credit  history)  of  various  products;  (iii)  the  providing  of, as agent,
extended warranty contracts and credit life and credit disability insurance in
connection  with  Contracts  purchased,  and (iv) other miscellaneous fees and
charges  related  to  Contracts  purchased  and  vehicles  sold.

     As  of  December  31,  1996,  the  Company  had a network of 1,386 Active
Third-Party Dealers (defined as a Third-Party Dealer from whom the Company has
purchased a Contract which is outstanding as of the end of a given period) and
held  17,983  Contracts  representing  receivables,  adjusted  for  unearned
interest,  unearned  commissions,  deferred  acquisition  costs  and  accrued
interest  on  simple  interest  Contracts  ("Contracts  Receivable"), totaling
approximately  $117.1  million.

     In  late  1996, as a result of continued financial and liquidity problems
experienced by the Company, the Company decided to close finance operations in
certain  geographic  areas and to refocus the majority of its resources on its
three  principal markets:  Indiana, Ohio and Florida.  The Company has sold or
plans to sell substantially all of the Contracts Receivable presently serviced
by  branches  located  in  other states.  The total Contracts Receivable as of
December  31,  1996,  which have since been sold or are expected to be sold in
connection  with  this  realignment  was  $54.9 million.  The number of Active
Third  Party  Dealers  serviced  by  the  Company's  operations  in  its three
remaining  principal  markets  was  639  as  of  December  31,  1996.    See
"Management's  Discussion  and  Analysis of Financial Condition and Results of
Operations  -  Liquidity  and  Capital  Resources"  for  further  information.

     The  Company's  business  strategy  is  to:  (i) rebuild its portfolio of
contracts  by  acquiring  and  originating  Contracts  from  existing  and new
Third-Party  Dealers  primarily  in  its  principal  markets  and from Company
Dealerships subject to established underwriting standards and the availability
of  capital;  (ii)  increase revenues generated from the sale of purchased and
trade  vehicles  by  the  Company  Dealerships by, among other things, opening
additional  locations  during  1997;  (iii)  diversify  and  increase revenues
generated  from  other  products  offered  to  Non-Prime  Consumers  both  in
connection  with  the  acquisition  and  origination  of  Contracts  and  on a
stand-alone  basis,  and  (iv)  reduce  operating  costs  at  the  Company's
headquarters location to reflect the Company's reduced portfolio of Contracts.
 Management  believes  that  profitable  operations in 1997 will be dependent,
among  other things, on the successful implementation of its business strategy
and  on:  (i)  adhering  to  more  stringent  underwriting  standards;  (ii)
emphasizing  quality  service  to  Third-Party Dealers and to customers at the
Company  Dealerships;  (iii) maintaining strict cost control measures and (iv)
using  technology  to  maximize  operational  efficiency.

<PAGE>
     The  Company  was  organized  in  1988  by the current Chairman and Chief
Executive  Officer,  and  President  and  Chief  Operating  Officer  (the
"Co-Founders")  to  acquire  Contracts  from eight automobile dealerships (the
"Affiliated Dealers") then owned by the Co-Founders.  At the present time, the
Co-Founders  still  own  one  of the Affiliated Dealers.  In 1991, the Company
began  acquiring Contracts from Third-Party Dealers.  Contracts outstanding at
December  31,  1996,  by  source,  are  set  forth  in  the  following  table.
<TABLE>
<CAPTION>


<S>                  <C>                  <C>
                     NUMBER OF CONTRACTS  PERCENTAGE OF TOTAL
SOURCE
-------------------                                           
Third-Party Dealers               15,753                 87.6%
Company Dealerships                2,043                 11.4 
Affiliated Dealers                   187                  1.0 
                                  17,983                100.0%
                     ===================  ====================
</TABLE>


INDUSTRY

     The used vehicle sales market has grown rapidly in recent years, reaching
approximately  $300 billion in 1995 representing 30.5 million vehicles.  These
sales  generated  approximately $185 billion in Contracts in 1995, of which an
estimated $50 billion were to Non-Prime Consumers.  The non-prime auto finance
industry is primarily served by specialized consumer finance companies such as
the  Company,  none of which are believed to have greater than a 5.0% share of
the  market.

     Despite  perceived  significant opportunities, many traditional financing
sources,  such  as  banks,  savings  and loans, credit unions, captive finance
companies  and  leasing companies do not consistently provide financing to the
Non-Prime  Consumer  finance  market.    The  Company  believes  that  market
conditions, increased regulatory oversight and capital requirements imposed by
governmental  agencies  have  limited  the  activities  of  many  financial
institutions  in  this market.  In many cases, those organizations electing to
participate  in  the automobile finance business have focused on higher credit
quality  customers  to  reduce  their  collection  and processing costs.  As a
result,  the Non-Prime Consumer automobile finance market, primarily served by
smaller  finance organizations that solicit business when and as their capital
resources  permit,  is  highly  fragmented.

     Rising  consumer debt has caused personal bankruptcies in the U.S. to hit
an  all-time  high.    A  number  of  companies  in the non-prime auto finance
industry as a result have reported increased delinquency and charge-off rates,
and  recently,  several have encountered severe financial difficulties.  These
events, the Company believes, have made it more difficult recently for smaller
companies  who  focus  on  Non-Prime  Consumers  to  gain access to sufficient
sources  of  capital.


OPERATIONS

Branch  Network

     The Company conducts its operations through a network of branch offices. 
As of April 14, 1997, the Company had seven branch offices located in Indiana,
Ohio  (2),  Florida (2), New Jersey and Pennsylvania.  The Pennsylvania branch
office  is  scheduled  to  be  closed  prior to April 30, 1997.  The Company's
branch  offices are supervised by two regional managers and the Vice President
of  Finance  Operations.    Each  branch office is a full service office which
purchases  Contracts  from  Third-Party  Dealers  and the Company Dealerships,
performs  all  collection  activities,  and  when  necessary, arranges for the
repossession  and  disposal  of financed vehicles.  The Company is required to
obtain  approval  from  its primary lender before opening new branch offices. 
See  "Management's  Discussion and Analysis of Financial Condition and Results
of  Operations  -  Liquidity  and  Capital  Resources."

Products

     Contracts.   A Contract is originated by a Third-Party Dealer at the time
an  automobile is acquired by a Non-Prime Consumer.  The applicant enters into
a  Contract  with  the Third-Party Dealer on a standardized retail installment
contract  form previously supplied by the Company, which is then assigned on a
non-recourse  basis,  along with the Third-Party Dealer's security interest in
the  automobile,  by the Third-Party Dealer to the Company.  As the Company is
not  obligated  to  accept Contracts originated by the Third-Party Dealer, the
closing of the sale or the delivery of the automobile generally is coordinated
to  occur  concurrently with the Company's review, processing and underwriting
of  the  credit application.  Contracts are typically purchased by the Company
at  an  amount  less than the principal amount of the Contract, the difference
representing the discount.   The discount is determined based upon a number of
factors,  including  the  credit  risk  of  the  borrower and the amount to be
financed  in  relation  to  the  automobile's  wholesale  value.


     Ancillary  Products.    The  Company offers a number of other products to
Non-Prime  Consumers  both  in  connection with the purchase or origination of
Contracts and on a stand-alone basis.  Applicants are not required to purchase
the Ancillary Products as a condition to the Company purchasing a Contract.  A
warranty  program offered by the Company protects Non-Prime Consumers from the
financial risk of certain mechanical breakdowns, and enhances the value of the
Company's  collateral  by  increasing  the  likelihood that covered mechanical
breakdowns will be properly corrected during the warranty period.  The Company
also  offers  credit  life  and  credit  disability insurance, as agent, and a
guaranteed  asset protection ("Gap") product, which is designed to relieve the
borrower  of  the  obligation  to  repay  the  difference between the Contract
balance  and  the  market value of the automobile in the event of its theft or
complete  destruction.    To  date,  sales  of  the  new Gap product have been
minimal.    During 1996 the Company marketed a product package consisting of a
partially  secured  Visa credit card and a motor club program, via direct mail
and  telemarketing,  to  its  existing  auto  loan  customers who were in good
standing  on  their  loans  with the Company.  The Company's contract with the
credit  card  issuer  was  terminated  by the issuer in December 1996, and the
Company  is  presently exploring programs available with alternative issuers. 
(The  foregoing  are  collectively  referred  to as the "Ancillary Products").

     Each  of  the Ancillary Products are provided and underwritten by a third
party  vendor,  and  are  not obligations of the Company.  With respect to the
Visa  credit  card,  the  Company  acted  as  co-brander and neither owned nor
serviced  any  receivables  generated  by  the issuer thereunder.  The Company
continues  to  explore additional profit opportunities from Ancillary Products
that  can  be  sold in connection with Contracts and as well as other products
and  services  that  can  be  marketed  to  Non-prime  Consumers.


Company  Dealerships

     The  Company  Dealerships  are  operated  to  sell  automobiles which are
purchased by the Company primarily at auctions or taken in trade in connection
with  the  sale  of automobiles ("Purchased and Trade Inventory") or which are
repossessed  by  the  Company  in  connection  with  delinquent  Contracts
("Repossession  Inventory").    During  1996,  approximately 60% of the retail
vehicles  sold  at  the Company Dealerships were Repossession Inventory units,
with  the  balance  being Purchased and Trade Inventory units.  In early 1997,
the  Company  decided to discontinue the sale of Repossession Inventory at the
Company  Dealerships, which will instead be disposed of at wholesale primarily
through  auto  auctions.    This  decision  is  expected  to result in quicker
disposition  of repossessed vehicles by the Company, and improved selection of
vehicles  available  for  sale  at  the  Company  Dealerships  and a resulting
increase  in  overall sales volume.  The sale of Repossession Inventory at the
Company  Dealerships  is  expected to be phased out entirely by the end of the
second  quarter  of  1997.

     As  a significant portion of the sales at the Company Dealerships require
financing,  the  Company  benefits  by  developing  an  additional  source  of
Contracts.  Applications generated by the Company Dealerships are submitted to
the  Company's  branch  offices  where credit investigations are completed and
purchasing  decisions  are  made.

     During  1996,  the Company opened seven new Company Dealerships, bringing
the total open as of December 31, 1996 to 14, located in the following states:
 Indiana  (7),  Florida (2), Illinois (2), Ohio, Pennsylvania and Missouri.  A
fifteenth Company Dealership was opened in Florida in March 1997.  The Company
expects  to open approximately five to eight additional Company Dealerships in
1997.


Underwriting  Standards/  Contract  Acceptance

     The  Company purchases individual Contracts from Third-Party Dealers on a
discounted,  non-recourse  basis through its network of branch offices.  While
each  branch  office evaluates the credit-worthiness of Contracts submitted to
it,  all  Contracts approved for purchase are to be underwritten in accordance
with  the  Company's credit policies and guidelines.  These policies require a
completed  credit application, credit bureau report, verification of specific 
information  and  evaluation  of  the  collateral  value  based  on  industry
publications.

     During  1995, as discussed fully in "Management's Discussion and Analysis
of  Financial  Condition  and  Results  of  Operations," some of the Company's
branches  purchased  a significant number of  Contracts which did not meet the
Company's  credit  policies  and  guidelines.    In  January 1996, the Company
instituted  a policy whereby the purchase of a Contract not meeting the credit
polices  and  guidelines  requires  the  approval  of  a  regional  manager or
headquarters  personnel.    Previously,  a  branch manager could authorize the
purchase  of  Contracts  not  meeting  the  Company's  credit  policies  and
guidelines.    Compliance with this policy is closely monitored by the Company
through  exception  reports  which  are  prepared  by  headquarters  staff and
reviewed  by  senior  management.

     If a Third-Party Dealer agrees to sell a Contract to the Company, and the
Company  has  approved  it  for  purchase,  the Third-Party Dealer assigns the
Contract  to  the  Company  and  forwards  the signed Contract and other items
specified in the Dealer Agreement to the Company.  After verification that all
documentation is in order, and after conducting a telephone interview with the
applicant,  when  possible,  to  confirm key facts, such as the amount of down
payment,  the Contract is purchased and payment is remitted to the Third-Party
Dealer.


Servicing  &  Collections

     Under the terms of a Contract, obligors are required to remit payments on
a  monthly basis.  If such payment is not received on a timely basis, a branch
office  collection  specialist  generally  contacts  the customer by telephone
within  three days of the due date, and obtains a promise to pay by a specific
date.  When  it  is determined that telephone and mail collection efforts will
not  be  successful,  the  Company  typically sends a collection specialist to
visit  the obligor's residence.  If the Company has still been unsuccessful in
collecting  the  amount  due,  it  will  generally  repossess  the  vehicle.  
Repossessions  require  branch  manager  approval,  and  are  carried  out  by
collection  specialists and outside agents retained by the Company.  After the
lapse  of  the  applicable redemption period, Repossessed Inventory is sold at
auction.    The  sale  of repossession inventory at the Company Dealerships is
expected  to  be  phased out by mid-1997.  Following the sale of a repossessed
vehicle,  the Company frequently files collection actions against obligors for
any  unpaid  Contract  balance.

     In  mid-1997,  the Company intends to install a predictive dialing system
which will automate a portion of its outgoing telephone collection activities.
 The  Company believes that this system will improve the efficiency and reduce
the  cost  of  the  Company's  collection  efforts.


Sales

     The  Company's  marketing efforts are directed at manufacturer-franchised
Third-Party  Dealers  and  selected  used  vehicle  Third-Party  Dealers.  GAC
markets  its  financing  program  and  its Ancillary Products with the primary
objectives  of:    (i)  enrolling and training quality Dealers and encouraging
those  Dealers  to  increase the number of Contracts they offer to the Company
and  (ii)  selling  additional  Ancillary Products offered by the Company with
respect  to  such  Contracts.

     Through September 1996, the Company conducted its sales efforts through a
staff of professional salespeople, supervised by a Vice President of Sales and
Marketing.    During  the  fourth  quarter  of  1996,  the volume of Contracts
acquired  was  reduced  by  the  Company  in  response  to  limitations on the
Company's  ability  to  fund  such  Contract  acquisitions.    Accordingly,
responsibility  for  enrolling  new Third-Party Dealers and selling additional
Ancillary  Products  was  largely  transferred  to  the manager of each branch
office.    In  early  1997,  the  Company  began  testing the concept of using
origination  offices  through  which  to  conduct  its  sales  activities.  
Origination  offices  are designed to be staffed by two to three employees who
solicit  the  submission  of  Contracts to the Company by Third-Party Dealers,
perform credit investigations, and approve Contracts for purchase according to
strict underwriting standards.  All subsequent activities including funding of
the  Contract and all collection activities will be administered by one of the
Company's  branch  offices.    As  of  April  14,  1997,  the  Company had one
origination office in Ohio.  Depending on its financial condition in 1997, the
Company  will  evaluate alternative strategies for its sales efforts including
the  use  of  origination  offices  and/or  professional  salespeople.

     The  Company  anticipates  that  Contracts  originated  at  the  Company
Dealerships  will be a more significant source of Contracts for the Company in
1997  than  in  1996.  The Company considers such Contracts  to be a preferred
source  of  Contracts  because the Company has first opportunity to "purchase"
all  Contracts  originated  by  the  Company  Dealerships.


Dealer  Selection

     As of December 31, 1996, the Company had 1,386 Active Third-Party Dealers
located in Indiana, Ohio, Florida, Illinois, Missouri, Michigan, Pennsylvania,
Kentucky,  Georgia,  Arizona,  New Jersey, Colorado, Delaware, Iowa, Maryland,
Nevada,  New  Mexico,  North  Carolina  and  Virginia.  One Active Third-Party
Dealer  accounted for 3.2% of the total Contracts Receivable and 2.6% of total
Contracts.    No  other  Active  Third-Party  Dealer  accounted  for a greater
percentage  of  the  Company's  total  Contracts or Contracts Receivable as of
December  31, 1996.  As a result of continued financial and liquidity problems
experienced  by  the  Company, the Company decided to sell or has already sold
substantially  all of its Contract Receivable serviced by its branches located
in  states  other  than  Indiana,  Ohio  and  Florida.    The number of Active
Third-Party  Dealers serviced by the Company's operations in Indiana, Ohio and
Florida  was  639  as  of  December  31,  1996.

     The  Company markets to: (i) manufacturer-franchised Third-Party Dealers;
and  (ii)  selected used vehicle Third-Party Dealers both of which the Company
believes  offer high quality used vehicles and superior customer service based
upon the Third-Party Dealers' established reputations in their communities and
inspections  by  Company  personnel  of  the  Third-Party  Dealers'  lots  and
automobile  inventories.  The Company may experience a higher delinquency rate
with  respect  to  Third-Party  Dealers new to the Company's program than with
Active  Third-Party Dealers with which it has greater experience.  The Company
monitors  overall  Third-Party  Dealer  volume  and  tracks the performance of
Contracts  purchased  from  each  Third-Party  Dealer in an effort to identify
problem  Third-Party  Dealers  and  take  corrective  actions against possible
adverse trends in loss ratios with respect to particular Third-Party Dealers. 
The Company also monitors its Active Third-Party Dealers through the telephone
calls  it  makes  to  each Non-prime Consumer as part of its Contract purchase
process  and  through  the  collection  process.

     The  Company  has  entered  into  dealer  agreements  with  all  of  the
Third-Party  Dealers from which it purchases Contracts ("Dealer Agreements"). 
The Dealer Agreement sets forth the general terms upon which Contracts will be
purchased  by  the  Company,  but  does not obligate the Third-Party Dealer to
sell,  or  the  Company  to  purchase, any particular Contract.  In the Dealer
Agreement, the Third-Party Dealer makes certain warranties as to each Contract
and  its  compliance  with  certain  laws  and regulations and indemnifies the
Company  for  any  breach  of  the  Dealer  Agreement.



REGULATION

     The  Company's  business  is  subject  to  regulation and licensing under
various  federal,  state  and  local  statutes,
regulations  and  ordinances.    The Company's business is currently conducted
with  Dealers located in Indiana, Ohio, Florida, Illinois, Missouri, Michigan,
Pennsylvania,  Kentucky,  Georgia,  Arizona,  New  Jersey, Colorado, Delaware,
Iowa,  Maryland,  Nevada,  New  Mexico,  North  Carolina  and  Virginia,  and,
accordingly,  the  laws  and  regulations  of such states govern the Company's
operations.    Most states where the Company operates:  (i) limit the interest
rate  and  other  charges  that  may be imposed by, or prescribe certain other
terms of, the Contracts that the Company purchases; (ii) regulate the sale and
type  of  Ancillary Products offered by the Company and the insurers for which
it  acts  as agent and (iii) define the Company's rights to repossess and sell
collateral.    In  addition, the Company is required to be licensed to conduct
its finance operations in a majority of the 19 states in which the Company has
purchased  Contracts,  and  in  connection  with  the Company Dealerships, the
Company  is  required  to  comply with state department of motor vehicle laws,
rules  and  regulations.    If  the  Company expands its operations into other
states,  it  will  be  required  to  comply with the laws of such states.  The
Company's  Dealer  Agreement  provides  that  the  Third-Party  Dealer  shall
indemnify  the  Company with respect to any loss or expense the Company incurs
as  a  result of violations by the Third-Party Dealer of any federal, state or
local  consumer  credit  and  insurance  laws,  regulations  or  ordinances.

     The  Company  is subject to numerous federal laws, including the Truth in
Lending  Act,  the  Equal Credit Opportunity Act and the Fair Credit Reporting
Act and the rules and regulations promulgated thereunder, and certain rules of
the  Federal  Trade  Commission.    These  laws require the Company to provide
certain disclosures to Applicants, prohibit misleading advertising and protect
against  discriminatory  financing  or  unfair credit practices.  The Truth in
Lending  Act  and  Regulation  Z promulgated thereunder require disclosure of,
among  other  things,  the  terms of repayment, the final maturity, the amount
financed,  the  total finance charge and the annual percentage rate charged on
each  retail installment contract.  The Equal Credit Opportunity Act prohibits
creditors  from  discriminating  against  loan  applicants  (including  retail
installment  contract  obligors)  on  the  basis  of  race, color, sex, age or
marital  status.    Under  the  Equal  Credit  Opportunity  Act, creditors are
required  to  make  certain  disclosures  regarding consumer rights and advise
consumers  whose  credit  applications are not approved of the reasons for the
rejection.    The  Fair  Credit  Reporting Act requires the company to provide
certain information to consumers whose credit applications are not approved on
the basis of a report obtained from a consumer reporting agency.  The rules of
the Federal Trade Commission limit the types of property a creditor may accept
as  collateral  to  secure  a consumer loan and its holder in due course rules
provide  for  the  preservation  of  the consumer's claims and defenses when a
consumer  obligation  is  assigned  to a subject holder.  With respect to used
vehicles  specifically,  the  Federal  Trade Commission's Rule on Sale of Used
Vehicles  requires  that  all  sellers  of used vehicles prepare, complete and
display  a  Buyer's  Guide which explains any applicable warranty coverage for
such  vehicles.    The  Credit  Practices Rule of the Federal Trade Commission
imposes  additional  restrictions  on  loan  provisions  and credit practices.

     Several  states  and the federal government have enacted "lemon laws" and
similar  statutes  containing  protections for purchasers of automobiles.  The
application  of  these  statutes  may  give  rise  to a claim or defense by an
obligor  against  a  Third-Party  Dealer  from  or  through  whom such obligor
purchased  such automobile.  These statues apply to Contracts purchased by the
Company  as  well  as  to  Contracts  originated  by  the Company at a Company
Dealership.    The Company may be required to cancel Contracts with an obligor
who  successfully asserts such a claim or defense, and while the Company would
have  a  claim against the Third-Party Dealer if the subject Contract had been
purchased  by  the Company, the Company may not be made whole in every case in
which  the  obligor  successfully  asserts  such  rights.

     The  Company is also subject to state insurance regulations in connection
with  certain  of the Ancillary Products.  Among other things, state insurance
regulations  limit  the  permissible premiums and fees charged and commissions
earned  in  connection  with  such  products  and require licensing of persons
involved  in  the  sale  of  insurance.


EMPLOYEES

     As  of  December  31,  1996,  the  Company  had  360 full time equivalent
employees.   None of the Company's employees is represented by a union and the
Company  considers  employee  relations  to  be  satisfactory.



ITEM  2.                    PROPERTIES

     The  Company's  headquarters,  as  well as the Indiana branch office, are
located  at  1025  Acuff  Road,  Bloomington, Indiana 47404.  These operations
occupy  approximately  31,000  square  feet  under  a lease with the Company's
President  and  Chief  Operating  Officer  expiring  in  2016.

     Of  the  Company's  seven  branch  offices, one origination office and 15
Company  Dealerships,  three  Company  Dealerships  are  leased  from  related
parties.    The remaining locations are leased from third parties under leases
expiring  through  2001.

     The  Company  believes that the locations leased from related parties are
under  terms no less favorable than could be obtained from unrelated lessors. 
The  terms  of  all  leases with related parties are approved by the Company's
outside  directors.



<PAGE>

ITEM  3.          LEGAL  PROCEEDINGS

A  lawsuit  was  filed  in Monroe Circuit Court, State of Indiana on March 25,
1994, naming the Company and two of the Affiliated Dealers as defendants.  The
lawsuit,  Henderson  et al. V. General Acceptance Corporation, et al., alleges
that  the  defendants  violated  the  Truth in Lending Act and Federal Reserve
Board  Regulation  Z  and  failed  to  give  proper notices under state law in
connection  with the repossession of automobiles.  The plaintiffs are seeking:
(i)  certification  as  representatives  of  a  class  of  similarly  situated
plaintiffs;  (ii)  actual  and  statutory  damages as provided by the Truth in
Lending  Act  ("TILA");  (iii)  actual  damages  for  breach  of  the  Indiana
Commercial  Code and (iv) attorney fees and expenses.  Statutory damages under
TILA  are  limited  to  $1,000  in case of an individual, and to the lesser of
$500,000  or  one  percent  of the net worth of the creditor, in the case of a
class action.  Actual damages under the Indiana Commercial Code are calculated
as the sum of the "credit service charge" (as defined in the statute) plus ten
percent  of  the  principal amount of the debt, or the time price differential
plus ten percent of the cash price.  The Company believes the action is wholly
without  merit  and  intends  to  vigorously  defend  the  action.

     The  Company  obtained a judgment on March 8, 1996 from the United States
District  Court  for  the Southern District of Indiana, Indianapolis Division,
which  requires  the Affiliated Dealer's insurance carrier with respect to the
above  matter  to  defend the Company and to pay to the Company amounts due or
which  may  become  due  pursuant  to  the  applicable  insurance  policy.

     The  Company  regularly  initiates  legal  proceedings  as a plaintiff in
connection with its routine collection activities.  The Company is a defendant
in  several  routine  legal  actions  which are ordinary and incidental to the
Company's  business.   The Company believes that none of those actions, either
individually  or  in the aggregate, will have a material adverse effect on the
results  of  operations  or  the  financial  position  of  the  Company.


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

     No matters were submitted to a vote of security holders during the fourth
quarter  of  1996.



<PAGE>
                                   PART II

ITEM  5.          MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED
                     SHAREHOLDER  MATTERS

     The  Company's  common stock trades on the Nasdaq National Market tier of
the  Nasdaq  Stock  Market  under  the Symbol GACC.  The approximate number of
shareholders  of  record  of the Company's common stock was 47 and the Company
estimates  there  were  approximately 1,400 beneficial owners of the Company's
stock as of March 24, 1997, based on securities position listings furnished to
the  Company.

     The  high and low closing sale prices of the Company's common stock since
the  Company's  initial public offering on April 6, 1995, through December 31,
1996,  were  as  follows.

<TABLE>
<CAPTION>


<S>            <C>    <C>   <C>   <C>    <C>
                1996        1995
               -----        ----              
QUARTER ENDED  HIGH   LOW         HIGH   LOW
-------------  -----  ----        -----  -----
March 31       15.50  4.75        N/A    N/A
June 30         9.75  5.75        27.50  23.00
September 30    8.88  5.13        37.00  26.50
December 31     7.75  2.75        35.75  14.00
</TABLE>


     Other  than  S Corporation distributions paid related to periods prior to
the  date  the  Company completed its initial public offering of common stock,
the  Company  has  not  paid  any dividends and does not anticipate paying any
dividends  in  the  foreseeable  future.   Dividend payments are not permitted
under  the  lending  agreement  related  to  the  Company's  line of credit as
described  in "Management's Discussion and Analysis of Financial Condition and
Results  of  Operation  -  Liquidity  and  Capital  Resources."



ITEM  6.          SELECTED  FINANCIAL  DATA

<TABLE>
<CAPTION>



<S>                                          <C>                                      <C>        <C>        <C>      <C>
                                             AS OF AND FOR YEARS ENDED DECEMBER 31
                                             ---------------------------------------                                       
                                                                               1996    1995 (2)   1994 (2)     1993    1992
                                             ---------------------------------------  ---------  ---------  -------  ------
Results of Operations:
     Total net revenues                      $                               30,968   $ 25,639   $ 10,555   $ 3,989  $1,749
     Net income (loss) (1)                                                   (9,081)     2,684      4,240     2,172     955
     Net (loss) per share                                                     (1.51)
     Pro forma net income (loss)                                                           717      2,544 
     Pro forma net income (loss) per share                                                 .13        .57 
Financial Condition:
     Total debt                                                              99,477     94,165     51,345    18,043   7,471
     Total assets                                                           123,646    124,380     57,188    21,880   9,407

<FN>

(1)       Prior to its initial public offering in April 1995, the Company was an S Corporation and therefore not subject to
income  taxes.    In  conjunction with its initial public offering the Company terminated its S Corporation status and from
April  10,  1995 forward was subject to federal and state income taxes.  Accordingly, the data presented for net (loss) for
1996  is  not  comparable  to  net  income  for  1995  and  prior  years.
(2)          Pro  forma net income and pro forma net income per share assume a 40% combined income tax rate.  Pro forma net
income  per  share  represents pro forma net income divided by actual weighted average shares outstanding, increased by the
</TABLE>



<PAGE>

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

OVERVIEW

     In  late  1995,  the  Company  experienced sharply higher charge-offs and
delinquencies  associated  with  its  portfolio  of Contracts Receivable.  The
higher  charge-offs  and  delinquencies  were  due  to  a  number  of factors,
including:  (i) the rapid growth of the Company during 1995; (ii) the decision
by  some  of the Company's branch managers to purchase Contracts which did not
meet  the  Company's  stringent  credit criteria; (iii) the Company's delay in
detecting non-compliance with its credit guidelines due largely to the ongoing
computer  system  conversion  and  the  resulting  lack of reliable and timely
delinquency  and  charge-off  information available to management; and (iv) an
industry-wide  increase  in  delinquencies  and  charge-offs.

     On  January  17,  1996,  as  a  result  of  the  higher  charge-offs  and
delinquencies,  the Company was notified by GE Capital, its primary lender, of
an  event  of  default under the terms of its loan and security agreement (the
"Agreement")  for  the Company's revolving line of credit.  On March 20, 1996,
the  Company  and  GE  Capital  signed  a  letter  agreement (the "Forbearance
Agreement")  whereby  GE  Capital agreed to forbear from exercising its rights
under  the  Agreement.    The  Forbearance  Agreement, as amended, remained in
effect  until  April  11,  1997,  when  it  was  superseded  as  described  in
"Management's  Discussion  and  Analysis of Financial Condition and Results of
Operations  -  Liquidity  and  Capital  Resources".

     During  1996,  the  Company  took  a  number  of steps designed to reduce
charge-offs  and  delinquencies  and  to expedite development of the Company's
infrastructure,  including:    (i) hiring of a number of additional management
personnel  including  a  Vice  President  of Management Information Systems, a
Director  of  Internal Audit and a Director of Human Resources, (ii) upgrading
its  management  information systems capabilities to better enable the Company
to  monitor  and  control its portfolio of Contracts Receivable as well as its
branch  and Company Dealership operations, (iii) upgrading its internal credit
underwriting  controls  and  exception  reporting, and (iv) forming a National
Operations  Support  department  to  increase  efficiency  and  quality  by
centralizing a number of functions previously handled at individual locations.
 These  steps,  as  expected,  significantly increased the Company's operating
expenses  in  1996  as  compared  to  1995.

     In  1996,  despite the measures described above, the Company continued to
experience  higher  than  anticipated  charge-offs,  although  delinquency was
reduced  to  significantly  lower  levels.    The  higher  than  anticipated
charge-offs  in 1996 were due primarily to the continuing effects of Contracts
acquired  by  the  Company  during  1995,  as  well  as  to continuing adverse
charge-off  trends  in  the  industry.

     During  December  1996,  as  a result of financial and liquidity problems
experienced by the Company, the Company decided to close operations in certain
geographic  markets  and  to refocus the majority of its resources on three of
its  principal  markets:    Indiana,  Ohio  and  Florida.    The Company has a
significant  presence,  has  had  good  experience with credit quality and has
long-standing relationships with Third-Party Dealers in each of these states. 
Management  believes  that  operating  on a more centralized basis, with fewer
branch  offices,  will  increase  efficiency  and  reduce  costs.

     The  Company has sold or plans to sell substantially all of the Contracts
in  those  markets  where  it has decided to close operations, and to transfer
servicing  of  any  retained  Contracts  to  its remaining branch offices.  In
February  1997,  the  sale  of  substantially  all  of  the Company's Illinois
Contracts  was completed.  In April 1997, the sale of substantially all of the
Contracts from the Michigan, Missouri, Virginia and Arizona branch offices was
completed.    No  material  gain  or  loss was recorded in connection with the
sales.


RESULTS  OF  OPERATIONS
     The  following  table  sets  forth the percentage relationship of certain
items  to  total  net  revenues  for  the  periods  indicated.
<TABLE>
<CAPTION>


<S>                                         <C>                           <C>     <C>
                                            FOR YEARS ENDED DECEMBER 31
                                            ----------------------------                
PERCENTAGE OF TOTAL NET REVENUES                                   1996    1995    1994 
------------------------------------------  ----------------------------  ------  ------
Finance revenues:
     Interest and discount                                         87.1%   92.2%   90.9%
     Ancillary products                                             5.0     4.0     5.9 
     Other                                                          1.7     2.2     3.2 
                                            ----------------------------  ------  ------
          Total finance revenues                                   93.8    98.4   100.0 

Net dealership revenues:
     Sale of purchased and trade vehicles                          26.0    12.0     --- 
     Cost of sales                                                (21.6)  (11.3)    --- 
     Other                                                          1.8     0.9     --- 
                                            ----------------------------  ------  ------
          Total net dealership revenues                             6.2     1.6     --- 

Total net revenues                                                100.0   100.0   100.0 

Expenses:
     Interest                                                      29.3    24.9    26.3 
     Salaries and employee benefits                                28.4    20.1    16.9 
     Marketing                                                      5.0     2.0     1.7 
     Provision for credit losses                                   37.2    26.9     1.0 
     System conversion loss                                         ---     6.0     --- 
     Other                                                         23.2    15.4    13.9 
          Total expenses                                          123.1    95.3    59.8 
                                            ----------------------------  ------  ------
Income (loss) before income taxes                                 (23.1)    4.7    40.2 
Income tax (benefit) (1)                                            6.2    (5.8)    --- 
Net income (loss)                                                (29.3)%   10.5%   40.2%
                                            ============================  ======  ======
<FN>

  (1)        The Company was an S Corporation until April 10, 1995, and as such, was not
</TABLE>


     The  following table sets forth for the periods indicated, the percentage
increase  (decrease) of each statement of operations item over the prior year.
<TABLE>
<CAPTION>


FOR YEARS ENDED DECEMBER 31
------------------------------------------                          
<S>                                         <C>       <C>       <C>

GROWTH RATES                                   1996      1995      1994 
                                            --------  --------  --------
Finance revenues:
      Interest and discount                    14.2%    146.3%    151.1%
     Ancillary products                        50.4      64.7     349.1 
     Other                                    (12.1)     70.5   1,167.4 
                                            --------  --------  --------
          Total finance revenues               15.1     139.0     164.6 

Net dealership revenues:
     Sale of purchased and trade vehicles     161.8   NM            --- 
     Cost of sales                            130.6   NM            --- 
     Other                                    147.2   NM            --- 
                                            --------  --------  --------
          Total net dealership revenues       375.7   NM            --- 

Total net revenues                             20.8     142.9     164.6 

Expenses:
     Interest                                  42.3     129.5     170.8 
     Salaries and employee benefits            70.6     188.9     323.5 
     Marketing                                201.8     179.3     424.8 
     Provision for credit losses               67.1   6,532.5   NM
     System conversion loss                 NM        NM            --- 
     Other                                     81.6     170.6     337.8 
                                            --------  --------  --------
          Total expenses                       56.0     287.1     247.5 
Income (loss) before income taxes            (699.9)    (71.8)     95.2 
Income tax (benefit) (1)                     (228.5)      ---       --- 
Net income (loss)                           (438.3)%   (36.7)%     95.2%
                                            ========  ========  ========
<FN>

(1)    The Company was an S Corporation until April 10, 1995, and as such, was
</TABLE>



<PAGE>

YEAR  ENDED  DECEMBER  31,  1995,  COMPARED  TO  YEAR  ENDED DECEMBER 31, 1996

Total  Net  Revenues

     Total  finance  revenues  increased  from  $25.2 million in 1995 to $29.0
million  in  1996, an increase of $3.8 million, or 15.1%. The increase was due
primarily  to  an  increase in interest and discount revenue as a result of an
increase in the volume of Contracts purchased from Third-Party Dealers as well
as  the  volume of Contracts originated by Company Dealerships.  Total finance
revenues  are  expected  to be lower in 1997 than in 1996 due to the Company's
decision  to  close  operations and to sell substantially all of its Contracts
Receivable  in  certain  geographic  areas.   See "Management's Discussion and
Analysis  of  Financial  Condition  and  Results of Operations - Liquidity and
Capital  Resources".

     Interest  and  discount  revenues  were $23.6 million in 1995 compared to
$27.0  million  in  1996, an increase of $3.4 million, or 14.2%.  The increase
was  primarily  due  to a higher average level of Contracts Receivable in 1996
than  in 1995, partially offset by a lower average yield on Contracts accepted
by  the  Company  in  1996 compared to 1995.  Average Contracts Receivable for
1995 was $100.1 million as compared to $123.5 million for 1996, an increase of
23.4%.    The higher average level of Contracts Receivable in 1996 compared to
1995  was the result of Contracts Receivable growing rapidly during 1995 while
remaining  relatively level during 1996 due to funding constraints experienced
by  the  Company.

The  average yield on Contracts Receivable in 1995 was 23.4% compared to 21.8%
in 1996.  The decrease was due primarily to the Company's decision during 1995
to enter into agreements with its Third-Party Dealers to apply the difference,
if  any,  between  the  Contract  interest rate and the rate determined by the
Company  as  necessary  to produce a satisfactory return on the Contract, to a
dealer  participation  reserve  against  which  losses  can  be  charged.

     Ancillary  products  revenues were $1.0 million in 1995, compared to $1.6
million  in  1996,  an  increase  of $520,000, or 50.4%.  The increase was due
primarily  to  increased  sales  of a warranty program and the introduction in
1996 of a Visa credit card which was marketed in conjunction with a motor club
program  on  a stand-alone basis as well as in connection with the acquisition
and  origination  of Contracts, partially offset by decreases in revenues from
both  the  Gap  product  and  credit  life  and  disability  insurance.

     Other  revenue  decreased  from  $561,000  in 1995 to $493,000 in 1996, a
decrease  of $68,000, or 12.1%.  The decrease was primarily due to a reduction
in  training  fees  charged  to  Third-Party Dealers in 1996 compared to 1995,
partially  offset  by  the reversal in 1996 of a special reserve for losses on
receivables  from a Third-Party Dealer as a result of the reduction of amounts
owed  to the Company by that Third-Party Dealer.  Effective December 31, 1995,
the  training  fee  was  discontinued.    Beginning January 1, 1996, a $35 per
contract  processing  fee was instituted, which is deferred and amortized into
income  over  the  estimated  average  life  of  the  Contracts.  The previous
training  fee,  charged  for  new  dealers  in  a  $2,500 lump sum or $100 per
contract  for  the  first 35 contracts, was recognized as income upon receipt.

     Sales of purchased and trade vehicles increased from $3.1 million in 1995
to  $8.1 million in 1996, an increase of $5.0 million, or 161.8%. The increase
was due to an increase in the number of purchased and trade vehicles sold as a
result  of  an  increase in the number of Company Dealerships from seven as of
December  31,  1995  to  14  as  of  December  31,  1996.

     Cost of sales of purchased and trade vehicles increased from $2.9 million
in  1995 to $6.7 million in 1996, an increase of $3.8 million, or 130.6%.  The
gross  margin  percentage (defined as the difference between sales and cost of
sales,  divided by sales) increased from 5.8% in 1995 to 17.0% in 1996, due to
a  number  of factors, including the decision to actively market purchased and
trade inventory at the Company Dealerships in 1996 and the increased number of
purchased  and  trade  vehicles available for sale at each Company Dealership.

     Other  revenue  generated  by  the  Company  Dealerships  increased  from
$229,000  in  1995  to  $567,000 in 1996, an increase of $338,000, or 147.2%. 
This  increase was due primarily to the introduction of the motor club program
at  the  Company  Dealerships  during  1996.

     As  a  result  of  the foregoing, total net revenues increased from $25.6
million  in  1995  to  $31.0 million in 1996, an increase of  $5.3 million, or
20.8%.


Expenses

     Interest  expense  increased from $6.4 million in 1995 to $9.1 million in
1996,  an  increase  of $2.7 million or 42.3%.  The increase was due to higher
average  borrowings  in  1996  under  the  Company's  revolving line of credit
necessary  to  fund  higher  average  Contracts  Receivable, as well as higher
average  borrowings  in  1996  under the bank line of credit necessary to fund
higher average repossessions and purchased and trade inventory.  Total average
borrowings  were  $67.2 million in 1995, compared to $98.9 million in 1996, an
increase  of  $31.7  million,  or 47.2%.  The Company's total average interest
rate  was  9.0%  for  both  1995 and 1996.  Although the spread over one-month
LIBOR  rate  on the Company's revolving line of credit increased from 3.00% as
of  December  31, 1995 to 3.75% as of December 31, 1996, the average one-month
LIBOR  rate  decreased  from  5.83%  as  of  December  31, 1995 to 5.40% as of
December  31,  1996.    The interest rate on the bank line of credit was 8.25%
(the  bank's  prime rate) from the date the loan was made through December 31,
1996.

     Salaries  and  employee  benefits  increased from $5.2 million in 1995 to
$8.8  million  in  1996, an increase of $3.6 million, or 70.6%.  This increase
was  due  to:  (i)  an increase in the number of employees associated with the
Company  Dealerships  as  a  result  of  an  increase in the number of Company
Dealerships  in  operation  from  seven  as  of  December 31, 1995 to 14 as of
December  31, 1996, and (ii) additional management personnel added during 1996
as  part  of  the  Company's  stated  objective  of building infrastructure to
support future growth, partially offset by a reduction in the number of branch
offices  operated  by  the Company from 13 as of December 31, 1995 to 10 as of
December  31,  1996.    The number of full time equivalent employees increased
from  300  as  of  December  31,  1995  to  360  as  of  December  31,  1996.

     Marketing  costs increased from $507,000 in 1995 to $1.5 million in 1996,
an  increase  of  $1.0  million, or 201.8%.  The increase was due primarily to
increased  advertising  associated  with  the  higher  number  of  Company
Dealerships.

     The  provision  for credit losses increased from $6.9 million in 1995, to
$11.5  million  in  1996, an increase of $4.6 million, or 67.1%.  The increase
was  due  to  (i)  higher than anticipated net charge-offs in 1996 compared to
1995;  (ii)  an  increase  in amounts provided for Contracts originated by the
Company  Dealerships  in  1996 compared to 1995, and (iii) amounts provided in
1996  related  to  the  Company's  fourth  quarter  initiative  to  dispose of
approximately  30%  of  its repossession inventory through wholesale channels.

     The  higher than anticipated net charge-offs were due to an industry-wide
increase  in delinquencies and charge-offs as well as to the lingering effects
in  1996  of  problems  encountered  by  the Company in 1995 related to: (i) a
difficult  computer  conversion;  (ii) exceptions made by certain personnel to
the  Company's  credit  guidelines, and (iii) the Company's delay in detecting
non-compliance  with  the  guidelines  as  a  result  of  the conversion.  See
"Management's  Discussion  and  Analysis of Financial Condition and Results of
Operations  -  Overview"  for  further  discussion.

     The  portion  of  the  provision  for  credit losses related to Contracts
originated  by  the  Company Dealerships was $856,000 in 1995 compared to $2.3
million  in  1996.  As there is no discount associated with the origination of
Contracts  by  the  Company  Dealerships,  in  order  to develop a reserve for
possible future credit losses, a charge directly to earnings is required.  The
increase  in  1996  compared  to  1995 was due to an increase in the volume of
Contracts  originated  by the Company Dealerships from $4.9 million in 1995 to
$14.8  million  in  1996.

     Until  the  third  quarter  of  1996, it had been the Company's policy to
maximize  recoveries  from its repossessed vehicles by selling the majority of
the vehicles at retail through the Company Dealerships.  It became apparent in
the  third  quarter  of 1996 that the Company Dealerships would not be able to
quickly dispose of the vehicles repossessed earlier in 1996.  In order to more
quickly  realize the value of that inventory and use the funds to purchase new
Contracts, an initiative was undertaken to dispose of approximately 30% of the
vehicle  inventory  through  wholesale channels before the end of 1996.  While
this  method  achieved  a  more rapid disposition of the inventory, it reduced
proceeds from sale.  A loss provision was recorded which reflected the reduced
amount  recovered  from  repossession  inventory  that was disposed of through
wholesale  channels.    Commencing in early 1997, the Company decided to begin
selling  substantially  all  of the vehicles it repossesses in connection with
delinquent  Contracts  at  auctions.

     System conversion loss was $1.5 million in 1995 compared to nil in 1996. 
In  1995,  the  Company  recorded  this  one-time  loss in connection with its
inability  to  reconcile loan balances per its Contracts Receivable subsidiary
ledger  to  the  accounting  records.   The Company has experienced no further
problems with reconciling these balances since completion of the conversion in
late  1995.

     Other  expense  increased  from  $3.9 million in 1995, to $7.2 million in
1996,  an  increase  of  $3.2  million,  or 81.6%.  This increase was due to a
number  of  factors,  including:  (i)  increased rent and depreciation expense
associated  with  the  new  corporate headquarters building and the opening of
seven  new Company Dealerships during 1996; (ii) the increased monthly charges
for the computer system used by the Company to track its Contracts Receivable,
and  (iii)  increased  telephone, supply and insurance expenses related to the
Company's  new  headquarters  facility  and  the  new  Company  Dealerships.

     As  a result of the foregoing factors, the Company's income (loss) before
taxes  decreased  from  $1.2  million  in  1995  to  $(7.2)  million  in 1996.


Income  Taxes

     Income tax (benefit) was $(1.5) million for 1995 compared to $1.9 million
for  1996.  In conjunction with the initial public offering of its shares, the
Company  terminated  its S Corporation status, and as a result, became subject
to  federal and state corporate income taxation from April 10, 1995, forward. 
The  1995  tax benefit was the result of recording a $2.3 million deferred tax
asset,  consisting  of  differences  in  the timing of recognition of Contract
Receivable  losses  and  other  temporary  differences,  offset  by a $770,000
current  tax  provision.    Included  in  the  $2.3 million deferred tax asset
recorded  in 1995 is $1.3 million which represents the net deferred tax assets
for  the  cumulative temporary differences between financial reporting and tax
reporting  as  of  April  10,  1995,  the  date  the  Company terminated its S
Corporation  election.

     The  income  tax  expense  of  $1.9  million  in  1996  was the result of
recording  a  $2.4  million  deferred  tax  asset  and  a $345,000 current tax
benefit,  the  total of which was more than offset by a $4.7 million valuation
allowance  for  net  deferred tax assets.  The $2.4 million deferred tax asset
consisted  primarily  of  the  Company's  net  operating  loss  carry forward.

     The  valuation  allowance recorded for the deferred tax asset in 1996 was
based  on  management's  assessment  of  the realizability of the deferred tax
asset.  Based on that assessment, the Company decided to fully reserve for the
deferred  tax  asset  in  1996.  In future periods, management will review the
valuation allowance in light of the then current situation.  To the extent the
Company  generates  taxable income in such future periods, and the decision is
made  to  reduce  the  valuation reserve, it would have the effect of reducing
recorded  tax  expense.

     The  1996  income  tax expense represents an effective tax rate of 26.7%,
which  differs  from  the  statutory  federal income tax rate of (34.0)%.  The
difference  is  due to a 65.0% effect of the change in the valuation allowance
for  net  deferred  tax  assets, offset in part by a (4.3)% effect relating to
state  taxes  and  other  items.




YEAR  ENDED  DECEMBER  31,  1994,  COMPARED  TO  YEAR  ENDED DECEMBER 31, 1995

Total  Net  Revenues

     Total  net revenues increased from $10.6 million in 1994 to $25.6 million
in  1995,  an  increase  of  $15.0  million,  or 142.9%.  The increase was due
primarily  to  an increase in interest and discount revenues resulting from an
increase in the volume of Contracts purchased from Third-Party Dealers as well
as  the  volume  of    Contracts  originated by Company Dealerships, partially
offset  by lower average yields on the Contracts accepted by the Company.  The
higher  volume  of  Contracts  accepted by the Company was due to entry by the
Company  into  new  geographic  markets, as well as increasing its presence in
existing  markets.    As  of  December  31,  1995,  the  Company had Contracts
Receivable  of  $129.9 million, a 109.0% increase over Contracts Receivable of
$62.1  million  as  of  December  31,  1994.

The  average yield on Contracts Receivable in 1994 was 24.5% compared to 23.4%
for  1995.   The decrease was due primarily to the Company's decision to enter
into  agreements with its Third-Party Dealers to apply the difference, if any,
between  the  Contract interest rate and the rate determined by the Company as
necessary  to  produce  a  satisfactory  return  on  the Contract, to a dealer
participation  reserve  against  which  losses  can  be  charged.

     Ancillary  products  revenues  were  $627,000  in  1994, compared to $1.0
million  in  1995,  an  increase  of $406,000, or 64.7%.  The increase was due
primarily  to the wide acceptance by Third-Party Dealers of a warranty program
introduced  late  in  1994.

     Other  revenues  increased  from $329,000 in 1994 to $561,000 in 1995, an
increase of $232,000, or 70.5%.  The increase was due primarily to an increase
in  the  training  fees  charged  to  Dealers  during  1995.

     Sales  of  purchased  and trade vehicles was $3.1 million in 1995 and nil
for  1994,  as  the  Company  Dealerships  sold  only  vehicles which had been
repossessed in connection with delinquent Contracts in 1994.  Cost of sales of
purchased  and trade vehicles was $2.9 million in 1995 and nil for 1994 as the
Company Dealerships did not sell purchased and trade vehicles until 1995.  The
gross  margin  percentage (defined as the difference between sales and cost of
sales,  divided  by  sales)  was 5.8% in 1995.  Other revenue generated by the
Company  Dealerships  was $229,000 in 1995, which consisted primarily of sales
of  a  warranty  program  introduced  at  the  Company  Dealerships  in  1995.


Expenses

     Interest  expense  increased from $2.8 million in 1994 to $6.4 million in
1995,  an increase of $3.6 million, or 129.5%.  The increase was due to higher
average  borrowings  in  1995  under the Company's revolving line of credit to
fund  the  higher volume of Contracts purchased.  The average borrowings under
the  line were $34.8 million in 1994, compared to $67.2 million in 1995.  Also
contributing  to the increase in interest expense was the higher interest rate
environment  in  1995, partially offset by a reduction on July 1, 1994, in the
margin  over  30 day average LIBOR paid by the Company from 5.0% to 3.0%.  The
Company's  average  borrowing cost was 8.0% in 1994, compared to 9.0% in 1995.

     Salaries  and  employee  benefits  increased from $1.8 million in 1994 to
$5.2  million  in 1995, an increase of $3.4 million, or 188.9%.  This increase
was primarily due to an increase in full time equivalent employees from 119 as
of  December  31,  1994,  to  300  as  of  December 31, 1995.  The increase in
employees  was  primarily  attributable to the development and staffing of the
Company's  network  of  branch  offices  and  Company  Dealerships.

     Marketing  costs  increased  from  $182,000  in 1994 to $507,000 in 1995,
representing  1.7%  of  total revenue in 1994 compared to 2.0% in 1995, as the
Company  sought  to  establish itself in its new markets. The increase was due
primarily to increased advertising for the Company Dealerships and to a lesser
extent,  to  an  increase in the number of salespeople employed by the Company
from  18  as  of  December  31,  1994,  to  20  as  of  December  31,  1995.

The  provision  for  credit  losses  increased  from $104,000 in 1994, to $6.9
million  in  1995,  an  increase  of $6.8 million.  In 1994, the provision for
credit  losses consisted entirely of amounts provided for Contracts originated
at  the  Company  Dealerships.   As there is no discount associated with these
contracts,  in order to develop a reserve for possible future credit losses, a
charge  directly  to earnings was required.  In 1995, however, $6.0 million of
the  provision  was to restore the allowance and discount available for credit
losses  on  Contracts  acquired  from  third  Party  Dealers to a level deemed
appropriate  by  the  Company.    See "Management's Discussion and Analysis of
Financial  Condition  and  Results  of  Operations  -  Overview."

     The  one-time  system  conversion  loss  of $1.5 million in 1995 arose in
connection  with  the systems conversion described in "Management's Discussion
and  Analysis  of  Financial Condition and Results of Operations - Overview." 
Upon  completion  of  the  conversion  late in the fourth quarter of 1995, the
Company  was unable to reconcile the loan balance per the Contracts Receivable
computer  system  to  its  accounting  records,  and, accordingly, recorded an
adjustment  to  reduce  the balance of Contracts Receivable by $1.5 million to
bring  it  into  agreement  with  the Contracts Receivable subsidiary ledger. 
Since  completion  of  the  conversion,  the  Company has reconciled Contracts
Receivable  monthly.

     Other  expense  increased  from  $1.5 million in 1994, to $4.0 million in
1995,  an  increase  of  $2.5  million,  or 170.6%.  The increase was due to a
number of factors, including: (i) increased repossession costs associated with
the  Company's  higher Contracts Receivable in 1995 compared to 1994, and with
the  higher  incidence of repossessions in 1995 as compared to prior years, as
previously  discussed; (ii) increased costs to obtain credit bureau reports on
applicants  associated with the Company's higher volume of Contracts purchased
in  1995;  (iii)  increased  rent  and depreciation expense due to opening and
equipping  eight  branch offices and five Company Dealerships in 1995 and (iv)
monthly usage charges incurred in 1995 for the new computer system used by the
Company  to  track  its  Contracts  Receivable.

     As a result of the foregoing factors, pre-tax net income in 1995 was $1.2
million,  a  decrease  of  $3.0  million, or 71.8%, from $4.2 million in 1994.


Income  Taxes

     Income  tax  expense  was  nil in 1994, because, since its inception, the
Company  had  been  an  S Corporation.  In conjunction with the initial public
offering  of  its shares, the Company terminated its S Corporation status, and
as  a  result,  became  subject to federal and state corporate income taxation
from April 10, 1995, forward.  For the year ended December 31, 1995, an income
tax  benefit of $1.5 million was recorded.  This tax benefit was the result of
recording  a $2.3 million deferred tax asset, consisting of differences in the
timing  of  recognition  of  Contract  Receivable  losses  and other temporary
differences, offset by a $770,000 current tax provision.  Included in the $2.3
million  deferred  tax asset recorded in 1995 is $1.3 million which represents
the  net  deferred tax assets for the cumulative temporary differences between
financial  reporting  and  tax  reporting  as  of April 10, 1995, the date the
Company  terminated  its  S  Corporation  election.


CREDIT  LOSSES  AND  DELINQUENCIES

     Information  on the Company's charge-off rate, total available for credit
losses  and  delinquency  ratio  is  presented  below.
<TABLE>
<CAPTION>


<S>                                                      <C>     <C>     <C>
                                                          1996    1995    1994 
                                                         ------  ------  ------
Net charge-offs to monthly average
     Contracts Receivable                                24.73%  14.19%   8.58%
Delinquency ratio (1)                                     1.82%   3.60%   1.03%
Allocated portion of total available for credit losses
     as a percentage of Contracts Receivable (2):
          Held for sale                                   7.69%    ---     --- 
          Held for investment                            13.25%  16.46%  14.20%
<FN>

(1)          Contracts  Receivable,  gross  relating  to  Contracts  which were
contractually  past  due  60  days  or more, as a percentage of total Contracts
Receivable,  gross  as  of  the  end  of  the  period  indicated.

(2)       Total available for credit losses is defined as the sum of  allowance
and  discount  available  for  credit losses and dealer participation reserves.
</TABLE>



     The  increase in the Company's net charge-off rate from 14.19% in 1995 to
24.73%  in  1996 is attributable to an industry-wide increase in delinquencies
and  charge-offs  as  well  as  to  the  lingering effects in 1996 of problems
encountered  by  the  Company  in  1995  related  to: (i) a difficult computer
conversion;  (ii) exceptions made by certain personnel to the Company's credit
guidelines, and (iii) the Company's delay in detecting non-compliance with the
guidelines  as  a  result  of  the  conversion.    In  addition,  the  Company
experienced  an  expected increase in charge-offs associated with its decision
to  dispose  of  approximately  30%  of  its  repossession  inventory  through
wholesale  channels  during  the  fourth  quarter  of  1996.

     The delinquency ratio was 3.60% as of year end 1995, compared to 1.82% as
of  year  end  1996.   The ratio was particularly high at year end 1995 due to
difficulties  experienced  in  properly collecting accounts as a result of the
computer  conversion  completed  in  the  fourth  quarter  of  1995.

     The  allocated  portion  of  total  available  for  credit  losses  as  a
percentage  of  Contracts  Receivable  held  for sale was 7.69% as of year end
1996.    In  connection  with  the  planned sale of a portion of the Company's
portfolio of Contracts in 1997, the total available for credit losses has been
allocated  to  Contracts Receivable held for sale based on completed sales and
bids  received.    It  is  reasonably  possible that a material change to this
estimate  could occur in the near term due to changes in the economy and other
conditions  beyond the Company's control that influence the amount realized on
the  anticipated sales.  See "Management's Discussion and Analysis - Liquidity
and  Capital  Resources".

     The  allocated  portion  of  total  available  for  credit  losses  as  a
percentage of Contracts Receivable held for investment declined from 16.46% as
of  year  end  1995  to 13.22% as of year end 1996.  The 1996 allowance level,
which  reflects  management's estimates of inherent credit losses, is based on
historical  loss  experience,  current economic conditions, operating policies
and  practices  and  other  appropriate  considerations.    The decline in the
allowance level in 1996 compared to 1995 is based on a number of factors taken
into  consideration  by  management, including: (i) the increase in the median
number  of  months  which Contracts have been on the books from 8.9 as of year
end  1995  to  14.3 as of year end 1996; (ii) the reduction in the delinquency
rate  during 1996 from higher levels at year end 1995, and (iii) the completed
and  planned  sales  of  portions  of  the  Company's  portfolio  of Contracts
primarily  in  outlying  areas  not  considered  to  be  the  Company's  core
operations.    The  Company  has historically experienced significantly higher
delinquency  and  charge-off  rates  at  certain  of  these  branch  offices.


<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

     The Company's principal need for capital is to fund Contract acquisitions
from  Third-Party  Dealers.    Cash used for this purpose decreased from $95.3
million in 1995 to $76.7 million in 1996.  The primary reason for the decrease
was  the  Company's inability to obtain access to additional lines of credit. 
In  1996,  the  Company  funded its Contract purchases with borrowings under a
revolving  line  of  credit  (the  "Line")  with  General  Electric  Capital
Corporation  ("GE  Capital"),  cash  payments  received from obligors and cash
generated from operations.  The Line permitted the Company to borrow up to the
lesser  of  $100.0  million  or  84%  of  the  principal  balance of Contracts
Receivable,  subject  to  certain limitations.  Borrowings under the Line were
$94.2  million  as of year end 1995 and $94.0 million as of year end 1996.  As
discussed  below,  the  terms  of  the Line in effect as of year end 1996 were
amended  and  restated  on  April  11,  1997.

     The  Company's  secondary  need  for  capital  is  to  fund  Repossession
Inventory  and  Purchased  and Trade Inventory (together, "Inventory").  As of
year end 1995, Inventory was $6.0 million compared to $10.1 million as of year
end  1996.    During  1996,  the  Company obtained a $4.5 million bank line of
credit.   In 1996, the Company funded Inventory with borrowings under the bank
line of credit, cash generated by the sale of Inventory which was not financed
by  the  Company  and  cash  generated  from  operations.

     During the fourth quarter of 1996, as a result of higher than anticipated
charge-offs,  the  Company  began  to  experience  tightening  liquidity.  
Charge-offs  have  the  effect of reducing Contracts Receivable, and therefore
reducing permitted borrowings under the Line, without generating cash to repay
borrowings  under  the  Line.    As  a  result of tightening liquidity and the
Company's  unprofitable  operating  results in the third and fourth quarter of
1996, GE Capital, the Company's primary lender, began to exert pressure on the
Company  to  reduce  borrowings under the line.  As a result of such concerns,
the  Company  took  a  number of actions during the fourth quarter of 1996 and
through  April  1997  to  deal  with  this  situation  as  outlined  below.

     The  Company  reduced  the  volume of Contracts acquired from Third-Party
Dealers.    This  reduction  limited  the  need  for  cash to make advances to
Third-Party  Dealers  and  was  accomplished  by  a  further tightening of the
Company's  credit  guidelines.

     The  Company  sold  Contracts  Receivable in a manner consistent with its
business  strategy  of  exiting  certain  markets.   Substantially all of the 
Company's  Contracts  Receivable in Missouri, Michigan, Virginia, Illinois and
Arizona  have  been  sold.    Of  the  $54.9  million  in Contracts Receivable
classified as of year end 1996 as held for sale, 75.0% have been sold to date.
 On  December  2,  1996,  the  Company sold Contracts Receivable for 100.0% of
contract  balance  of  $2.6  million.    On  January 7, 1997, the Company sold
Contracts  Receivable  for  102.0%  of  contract  balance of $1.6 million.  On
February 19, 1997, the Company sold Contracts Receivable for 90.8% of contract
balance  of  $14.5  million.    On  April  8, 1997, the Company sold Contracts
Receivable  for  92.7% of contract balance of $24.7 million.  No material gain
or  loss was recorded in connection with these sales.  Proceeds from the sales
were used to reduce borrowings under the Line.  Because the sale proceeds were
in  excess  of  the  amounts  borrowed against these Contracts under the Line,
additional  liquidity  was  created for the Company.  The Company is exploring
alternatives  with several prospective buyers regarding the 25.0% of Contracts
Receivable  classified as held for sale as of year end 1996 which to date have
not  been  sold.

     The  Company borrowed money from certain principal stockholders and their
relatives  in  the form of unsecured demand notes bearing interest at 12.00%. 
As  of  year  end  1996,  $1.0  million was outstanding under these notes.  An
additional  $2.3 million was subsequently borrowed, bringing the total to $3.3
million  to date.  Proceeds were used by the Company to repay borrowings under
the  Line  and  to  fund  the  acquisition  of  purchased and trade inventory.

     On April 11, 1997, the Company issued $10.0 million of 12.00% convertible
subordinated  notes  to  an affiliate of Conseco, Inc. ("Conseco") in exchange
for  cash.    On  the  same date, the Company also issued $3.3 million of such
notes  to certain principal stockholders of the Company and their relatives in
exchange for a like amount of 12.00% unsecured demand notes held by them.  The
two  issues  of  notes  have  identical  terms.  The notes require payments of
interest  only at 12.00%, mature on the third anniversary of issuance, and are
unsecured.    The conversion feature is subject to approval by shareholders at
the  Company's  1997  annual meeting.  Subject to such approval, the notes are
convertible  at  any  time while they are outstanding into common stock of the
Company  at  a  conversion price of $3.00 per share.   In conjunction with the
issuance  of  the  convertible  subordinated  debt,  the  Company, Conseco and
certain  of  the  Company's  principal  stockholders entered into an agreement
whereby  the  principal stockholders will vote in favor of the election of two
of  Conseco's director nominees and Conseco will vote all of its voting shares
in  favor  of  the  election  of  one  of the principal shareholders' Director
nominees.   In addition, in the event that Conseco makes a tender offer to all
of the Company's shareholders, the principal shareholders shall, under certain
circumstances  including  the  acceptance of 25% of the issued and outstanding
shares  of  Common  Stock not held by the principal shareholders and a minimum
tender  offer  price,  tender a quantity of shares of common stock so that the
principal  shareholders'  ownership  will  be  less than 20% of the issued and
outstanding  shares  of  common stock, including shares to be issued under the
convertible  subordinated  notes,  of  the  Company upon the completion of the
tender  offer.   Conseco also shall appoint one person to act in an operations
capacity  for  the  Company.   Cash proceeds from issuance of the notes of $10
million  were  used  to  repay  borrowings  under  the  Line.

     Finally,  the  Company's decision at the end of the third quarter of 1996
to  dispose  of  a  significant  portion of its repossession inventory through
wholesale channels provided cash during the fourth quarter of 1996 and in 1997
to  help  provide  additional  liquidity.

     As  a  result  of  the reduction in the volume of contracts acquired from
Third-Party  Dealers,  the  sale  of  a  portion of the Company's portfolio of
Contracts  Receivable,  the  $3.3  million  borrowed  from  certain  principal
stockholders,  the issuance of the $10.0 million convertible subordinated debt
and  the  wholesaling  of  repossession  inventory,  all  as  described above,
borrowings  under the Line were reduced from $94.0 million as of year end 1996
to  approximately  $43.0  million  as  of  April  14,  1997.

     Also  on April 11, 1997, the Company entered into an Amended and Restated
Motor  Vehicle  Installment  Contract  Loan  and Security Agreement ("Restated
Agreement")  with  GE Capital.  Under the terms of the Restated Agreement, the
Company  is  permitted  to  borrow up to the lesser of $70.0 million or 78% of
Contracts  Receivable  (the  "New Line"), subject to certain limitations.  The
Restated  Agreement  includes  a  number  of financial and operating covenants
including  a  prohibition on the payment of dividends and the requirement that
any  new  branch offices to be opened by the Company be approved in advance by
GE Capital.  The interest rate on the New Line is one-month LIBOR plus 4.50%. 
A  $350,000  line fee was paid to GE Capital in connection with the New Line. 
The  Restated  Agreement  waived  all  defaults  which  had  existed under the
previous  agreement  between  the  Company  and  GE  Capital.

     Maximum  permitted  borrowings under the New Line of $70.0 million are in
excess  of  actual  borrowings  as  of  April  14, 1997 of approximately $43.0
million.    The  Company  believes  that the difference of approximately $27.0
million  gives the Company adequate available lines of credit to implement its
business  strategy through the end of 1997.  Furthermore, the Company believes
that  it has sufficient liquidity to acquire Contracts and purchased and trade
automobile inventory, as well as to meet its daily operating requirements both
at  present and through the end of 1997.  Under the New Line, and based on its
portfolio  of Contracts Receivable, the Company has approximately $9.5 million
of  borrowing  availability  as  of  April  14,  1997.

     The bank line of credit permits the Company to borrow up to the lesser of
$4.5  million  or 50% of the value, as defined, of eligible Inventory, and has
an  interest  rate  equal to the bank's prime rate.  Borrowings under the bank
line  of  credit,  whose  term expires April 30, 1997, were $4.5 million as of
year  end  1996.


The  Company  has  begun exploring alternatives for replacing the $4.5 million
bank  line  of credit whose term expires April 30, 1997.  No assurances can be
given that the Company will be successful in this effort.  If the bank line of
credit  is  not renewed by the lender, and assuming no other arrangements have
been  put  in  place, borrowings under the bank line of credit could be repaid
from borrowing availability under the New Line described above.  The Company's
strategy  is  to  acquire  and  originate  Contracts  consistent  with maximum
permitted  indebtedness under the New Line.  The Company is evaluating various
alternative  funding  strategies  including  additional  lines  of  credit and
securitization which would permit additional growth in the Company's portfolio
of  Contracts Receivable.  However, no assurance can be given that the Company
will  be  successful  in  this  effort.

     The  Company  expects  approximately $500,000 of capital spending in 1997
which  consists  of  (i)  a  predictive  dialing  computer  system to increase
collection  efficiency,  (ii)  new signs for the Company Dealerships and (iii)
other  equipment  needs  associated  with  the  Company's  plans to expand its
network  of  Company  Dealerships.




IMPACT  OF  INFLATION

     Increases  in  the  inflation rate generally result in increased interest
rates  and  increases  in  the  Company's  operating expenses.  As the Company
borrows  funds  at  a  variable rate and generally purchases Contracts bearing
interest  at the maximum rates permitted by law, increased interest rates will
increase  the  borrowing  costs  of  the Company, and such increased borrowing
costs  may  not  be offset by increases in the rates with respect to Contracts
purchased  in  most  states  in  which  the  Company  operates.

     During  1996,  the  Company  entered  into  an  interest  rate protection
agreement  ("Cap")  which  limits  the  Company's exposure to increases in the
LIBOR  rate.   The Cap is for a notional principal amount of $50.0 million and
effectively  limits  the  interest  rate  on  $50.0  million  of the Company's
revolving  line  of  credit  to  a  maximum of 11.25% as of December 31, 1996.



FORWARD  LOOKING  INFORMATION

     This report includes a number of forward-looking statements which reflect
the  Company's  current  views  with  respect  to  future events and financial
performance.    Such  forward-looking  statements  include  statements  about
borrowings  under  the  Restated  Agreement, the Company's ability to purchase
Contracts  in  the  future,  the  Company's  financial  ability to maintain or
replace  its  financing  sources, the Company's continued expansion of Company
Dealerships  and  other  factors  indicated  by the words "believes", "plans",
"expects"  or  similar  expressions.    These  forward-looking  statements are
subject  to certain risks and uncertainties, including risks and uncertainties
outside  the  Company's  control,  that  could  cause actual results to differ
materially  from  historical  or  anticipated  results.    Some of these risks
include,  but  are  not limited to, general economic conditions, the Company's
ability to maintain its underwriting policies and guidelines and the Company's
ability  to  open  additional  Company  Dealerships  and  to operate them on a
profitable  basis.



<PAGE>
ITEM  8.          FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA


REPORT  OF  INDEPENDENT  AUDITORS

Shareholders  and  Board  of  Directors
General  Acceptance  Corporation


     We  have  audited  the  accompanying balance sheets of General Acceptance
Corporation  as  of  December 31, 1996 and 1995, and the related statements of
operations, stockholders' equity and cash flows for each of the three years in
the  period  ended  December  31,  1996.    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 generally accepted auditing
standards.    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 General Acceptance
Corporation  at  December 31, 1996 and 1995, and the results of its operations
and  its  cash  flows for each of the three years in the period ended December
31,  1996,  in  conformity  with  generally  accepted  accounting  principles.





                                                  /s/  Ernst  &  Young  LLP









Indianapolis,  Indiana
April  11,  1997

<PAGE>
<TABLE>
<CAPTION>

                            General Acceptance Corporation

                                    Balance Sheets




<S>                                                        <C>            <C>
                                                           DECEMBER 31
                                                           -------------               
                                                                   1996           1995 
                                                           -------------  -------------
ASSETS
Contracts receivable (Notes 2, 4 and 10):
     Held for investment                                   $ 62,263,129   $129,867,380 
     Held for sale                                           54,868,173            --- 
                                                            117,131,302    129,867,380 
Allowance and discount available for credit losses          (10,611,268)   (19,512,815)
                                                           -------------  -------------
Contracts receivable, net                                   106,520,034    110,354,565 

Cash and cash equivalents                                     1,683,429        557,206 
Repossessions (Note 4)                                        7,534,045      5,223,623 
Purchased and trade automobile inventory (Note 4)             2,518,069        811,820 
Property and equipment, net (Notes 3 and 4)                   2,539,135      1,672,475 
Other assets                                                  2,282,654      1,200,137 
Taxes receivable                                                568,908      2,300,475 
Deferred tax asset (Note 6)                                         ---      2,260,000 
Total assets                                               $123,646,274   $124,380,301 
                                                           =============  =============

LIABILITIES
Debt (Notes 4, 8 and 10):
     Revolving line of credit                              $ 93,977,001   $ 94,165,243 
     Bank line of credit                                      4,500,000            --- 
     Note payable to related party                            1,000,000            --- 
                                                           -------------  -------------
Total debt                                                   99,477,001     94,165,243 
Accounts payable and accrued expenses                         4,650,695      1,605,484 
Dealer participation reserves available
    for credit losses (Note 2)                                1,855,223      1,865,681 
Total liabilities                                           105,982,919     97,636,408 

STOCKHOLDERS' EQUITY (NOTE 5)
Preferred stock; no par value; authorized
     shares - 5,000,000; no shares issued or outstanding            ---            --- 
Common stock; no par value;
     authorized shares - 25,000,000;
     issued and outstanding shares - 6,022,000               29,792,573     29,792,573 
Retained earnings (deficit) (Note 4)                        (12,129,218)    (3,048,680)
                                                           -------------  -------------
Total stockholders' equity                                   17,663,355     26,743,893 
                                                           -------------  -------------
Total liabilities and stockholders' equity                 $123,646,274   $124,380,301 
                                                           =============  =============
<FN>

See  accompanying  notes.
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

                                 General Acceptance Corporation

                                    Statements of Operations



<S>                                         <C>                        <C>           <C>
                                            YEARS ENDED DECEMBER 31
                                            -------------------------                           
                                                                1996          1995          1994
                                            -------------------------  ------------  -----------
Finance revenues:
     Interest and discount                  $             26,986,564   $23,637,854   $ 9,598,816
     Ancillary products                                    1,553,152     1,033,017       627,343
     Other                                                   493,386       561,121       329,054
                                            -------------------------  ------------  -----------
Total finance revenues                                    29,033,102    25,231,992    10,555,213

Net dealership revenues:
     Sale of purchased and trade vehicles                  8,054,515     3,077,035           ---
     Cost of sales                                        (6,686,692)   (2,899,703)          ---
     Other                                                   567,361       229,471           ---
Total net dealership revenues                              1,935,184       406,803           ---
                                            -------------------------  ------------  -----------

Total net revenues                                        30,968,286    25,638,795    10,555,213

Expenses:
     Interest                                              9,083,824     6,381,909     2,780,975
     Salaries and employee benefits                        8,804,958     5,160,223     1,785,973
     Marketing                                             1,529,646       506,875       181,511
     Provision for credit losses                          11,525,252     6,897,843       104,000
     System conversion loss                                      ---     1,539,219           ---
     Other                                                 7,190,144     3,958,298     1,462,642
Total expenses                                            38,133,824    24,444,367     6,315,101
                                            -------------------------  ------------  -----------
Income (loss) before income tax                           (7,165,538)    1,194,428     4,240,112
Income tax (benefit) (Note 6)                              1,915,000    (1,490,000)          ---
Net income (loss)                           $             (9,080,538)  $ 2,684,428   $ 4,240,112
                                            =========================  ============  ===========


                                            UNAUDITED
                                            -------------------------                           
                                            HISTORICAL                 PRO FORMA     PRO FORMA
                                            -------------------------  ------------  -----------
Income (loss) before income tax             $             (7,165,538)  $ 1,194,428   $ 4,240,112
Income tax                                                 1,915,000       477,771     1,696,045
                                                                                     -----------
Net income (loss)                           $             (9,080,538)  $   716,657   $ 2,544,067
                                            =========================                ===========

Net income (loss) per share                 $                  (1.51)  $       .13   $       .57
                                            =========================                ===========

Weighted average shares outstanding                        6,022,000     5,638,966     4,461,961
                                            =========================  ============  ===========
<FN>

See  accompanying  notes.
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

                              General Acceptance Corporation

                       Statements of Changes in Stockholders' Equity


<S>                                <C>            <C>          <C>
                                                               RETAINED EARNINGS (DEFICIT)
                                   COMMON SHARES  COMMON
                                                  STOCK
                                                  -----------                              


Balance, January 1, 1994               4,064,000  $     2,000  $                 1,806,446 
S Corporation distributions                  ---          ---                   (2,320,000)
Net income                                   ---          ---                    4,240,112 
                                   -------------  -----------  ----------------------------
Balance, December 31, 1994             4,064,000        2,000                    3,726,558 

S Corporation distributions                  ---          ---                   (9,459,666)
Issuance of common stock               1,955,000   29,739,573                          --- 
Value of stock issued as director
   compensation                            3,000       51,000                          --- 
Net income                                   ---          ---                    2,684,428 
Balance, December 31, 1995             6,022,000   29,792,573                   (3,048,680)

Net loss                                     ---          ---                   (9,080,538)
                                   -------------  -----------  ----------------------------

Balance, December 31, 1996             6,022,000  $29,792,573  $               (12,129,218)
                                   =============  ===========  ============================

<FN>

See  accompanying  notes
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

                                          General Acceptance Corporation

                                             Statements of Cash Flows


<S>                                                        <C>                        <C>            <C>
                                                           YEARS ENDED DECEMBER 31
                                                           -------------------------                              
                                                                               1996           1995           1994 
                                                           -------------------------  -------------  -------------
OPERATING ACTIVITIES
Net income (loss)                                          $             (9,080,538)  $  2,684,428   $  4,240,112 
Adjustments to reconcile net income to net
     cash provided by operating activities:
          Depreciation of property and equipment                            664,436        332,396        125,070 
          Amortization of deferred discount and
               acquisition costs                                            190,439       (560,099)      (629,136)
          Provision for credit losses                                    11,525,252      6,897,843        104,000 
          Deferred taxes                                                  2,260,000     (2,260,000)           --- 
          Changes in operating assets and liabilities:
                Increase in other assets and taxes
                     receivable                                             649,050     (2,833,792)      (714,888)
                Increase in accounts payable and accrued
                     expenses                                             3,045,211        198,110      1,302,284 
Net cash provided by operating activities                                 9,253,850      4,458,886      4,427,442 

INVESTING ACTIVITIES
Cost of acquiring or originating contracts receivable                   (76,652,991)   (95,321,449)   (50,347,393)
Principal collected on contracts receivable                              64,744,702     29,421,227     15,447,119 
Notes receivable from affiliates                                                ---            ---        300,000 
Purchases of property and equipment                                      (1,531,096)    (1,406,288)      (548,331)
Net cash used in investing activities                                   (13,439,385)   (67,306,510)   (35,148,605)


FINANCING ACTIVITIES
Borrowing on revolving line of credit                                   100,000,711    121,935,938     56,649,676 
Repayments of revolving line of credit                                 (100,188,953)   (76,158,202)   (24,418,304)
Borrowing on bank line of credit                                          4,500,000            ---            --- 
Borrowings on notes payable to related parties                            1,500,000            ---      1,131,161 
Repayment of notes payable to related parties                              (500,000)    (2,956,998)       (27,000)
Proceeds from issuance of Common Stock                                          ---     29,739,573            --- 
Dividends paid                                                                  ---     (9,459,666)    (2,320,000)
Net cash provided by financing activities                                 5,311,758     63,100,645     31,015,533 
                                                           -------------------------  -------------  -------------

Net increase in cash and cash equivalents                                 1,126,223        253,021        294,370 
Cash and cash equivalents at beginning of year                              557,206        304,185          9,815 
Cash and cash equivalents at end of year                   $              1,683,429   $    557,206   $    304,185 
                                                           =========================  =============  =============
<FN>

See  accompanying  notes.
</TABLE>



<PAGE>
                        General Acceptance Corporation
                        Notes to Financial Statements
                              December 31, 1996


1.    SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

ORGANIZATION  AND  BUSINESS

     General  Acceptance  Corporation  ("Company"),  was incorporated in 1988,
under  laws  of  the State of Indiana.  Until April 10, 1995, it operated as a
closely  held  corporation  subject  to  taxation  under  Subchapter  S of the
Internal  Revenue  Code of 1986, as amended ("S Corporation").  The Company is
principally  engaged in servicing high credit risk installment sales contracts
(primarily  collateralized  by  used  automobiles)  purchased  from automobile
dealers  and  originated  by  the  Company  in  connection  with  the  sale of
automobiles.    During  1994,  the  Company  commenced  operating  automobile
dealerships  for the purpose of selling automobiles repossessed from customers
and,  in  1995,  began  also  selling  automobiles  acquired  at  auctions.

     In  1995, the Company filed a Registration Statement on Form S-1 with the
Securities  and  Exchange  Commission  for  an offering of 1,955,000 shares of
Common  Stock.    This offering represented approximately 32% ownership of the
Company.    Net  proceeds  of  the  offering  of $29,739,573 were used for the
distribution  of  S  Corporation  earnings to existing stockholders (including
amounts  to  repay indebtedness incurred for this purpose), repayment of notes
payable to related parties and repayment of a portion of the revolving line of
credit.


REVENUE  RECOGNITION

     Interest  income  from  contracts  receivable  is  recognized  using  the
interest  method.    A  portion  of  the  discount  arising  from purchases of
contracts  receivable  is  intended  to  absorb anticipated credit losses (see
discussion  below).  The remainder (deferred discount), if any, is accreted to
income  using a method approximating the interest method over 24 months, which
is  estimated  by  management  to be the average life of the related contracts
based  upon  prepayment  and  early  termination experience.  Late charges are
recognized  as  income  when  received.

     Accrual  of  interest  income  continues until contracts are collected in
full,  become  90  days  contractually  delinquent,  or  are  charged  off (as
discussed  below)  consistent  with  practices  generally  applied by consumer
finance  companies.

     The  Company  defers  certain  costs  associated  with the origination or
acquisition  of  contracts receivable.  Deferred origination/acquisition costs
are amortized to interest and discount income using a method approximating the
interest  method  over  24  months  which is estimated by management to be the
average  life  of  the  related  receivables  based  upon prepayment and early
termination  experience.

     Insurance  commissions from the sale of credit life and credit disability
insurance  are recognized as revenue using the interest method over 24 months,
the  estimated  average  life of the related contracts receivable as discussed
above.

     Revenue  from the sale of purchased and trade vehicles is recognized upon
delivery  and  signing  of  sales  contracts.

<PAGE>
1.    SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)



CREDIT  LOSSES

     The  Company purchases contracts receivable from dealers at a significant
discount  pursuant  to  a  financing program that bases the discount on, among
other things, the credit risk of the borrower and the amount to be financed in
relation  to  the  automobile's  wholesale  value.   To a significantly lesser
extent,  the Company originates contracts receivable, primarily as a result of
sales  from its sales lots.  For contracts purchased, any discount anticipated
as  necessary  to  absorb credit losses is allocated to discount available for
credit  losses,  against  which  future  credit  losses  will be charged.  The
remaining  portion of the discount, if any, is deferred and accreted to income
as  discussed  above.    Also,  for  contracts  purchased,  an  allowance  is
established  by charging a provision for credit losses against earnings to the
extent  discount thereon and dealer participation reserves are not adequate to
absorb  anticipated  losses.    For  contracts  receivable  that  the  Company
originates,  an  allowance  for  credit  losses  is  established by charging a
provision  for  credit  losses  against  earnings.  The  dealer  participation
reserves (see discussion below) are also available to absorb credit losses for
certain  contracts.  The combined allowance, discount and dealer participation
reserves available for credit losses are maintained at an amount considered by
management  adequate  to  absorb  estimated  credited  losses  inherent in the
contracts  receivables  portfolio.    Management's estimate of inherent credit
losses  is  based  on historical loss experience, current economic conditions,
operating  policies  and  practices  and  other  appropriate  considerations.

     It is the Company's policy to initially charge credit losses on purchased
contracts  receivable  and  related  repossessions  against  the  dealer
participation  reserves,  to  the  extent  available,  then  against  discount
available for credit losses and then against the allowance for credit losses. 
Credit  losses on originated contracts receivable are charged to the allowance
for  credit  losses.    For  contracts  collateralized  by  automobiles,  the
automobile  is  generally  repossessed  prior to the contract becoming 90 days
contractually  delinquent.    At  the  time of repossession, the automobile is
recorded  as  an  asset  at  estimated wholesale market value and any contract
amount in excess of wholesale market value is charged off.  The initial charge
off is then adjusted for actual loss based on sales proceeds, net of the costs
incurred  in taking, storing, and disposing of the automobile.  Any subsequent
recovery  of  amounts  charged  off  is restored to the discount available for
credit  losses  or  allowance  for  credit  losses,  as applicable.  It is the
Company's  policy  to  charge  off contracts no later than the last day of the
month  in  which  they become 120 days contractually past due.  Exceptions are
made to the 120-day charge-off policy when, in the opinion of management, such
treatment  is  warranted.


CONTRACTS  RECEIVABLE  HELD  FOR  SALE

     Contracts  receivable  are classified on the balance sheets in accordance
with the Company's intention to sell certain contracts receivable in 1997, and
to  hold  others  for  investment.    Contracts  held  for sale net of related
allowance and discount available for credit losses are carried at the lower of
cost  or  fair  value.


PURCHASED  AND  TRADE  AUTOMOBILE  INVENTORY

     Purchased and trade automobile inventory is recorded at the lower of cost
or  market  value.    The  cost of sales of purchased and trade automobiles is
determined  by  the  specific  identification  method.



<PAGE>
1.    SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)



PROPERTY  AND  EQUIPMENT

     Property  and  equipment  is  recorded  at  cost,  net  of depreciation. 
Depreciation  expense  is  computed  using  the straight-line method over each
asset's  estimated  useful  life,  generally  three  to  seven  years.


DEALER  PARTICIPATION  RESERVES  AVAILABLE  FOR  CREDIT  LOSSES

     As part of the Company's financing of contracts receivable, commencing in
mid-1995,  agreements  were  entered  into  with  dealers  whereby  dealer
participation  reserves were established to protect the Company from potential
losses  associated  with  such  contracts.    Pursuant  to  the  agreements, a
liability  is  recorded  for  the  difference,  if  any,  between the contract
interest rate and the rate determined by the Company as necessary to produce a
satisfactory  return  on  the  Contract.    Losses incurred by the Company are
charged  first  against  the  dealer  participation  reserves,  to  the extent
available,  for  the applicable dealer.  Unused dealer participation reserves,
as defined in the agreement, are remitted to the respective dealers.  Prior to
1995,  the  Company  had agreements to establish holdbacks from dealers.  Like
dealer  participation reserves, these dealer holdbacks are available to charge
losses  against,  and  if  unused,  are  refundable  to  dealers.


CASH  EQUIVALENTS

     The  Company considers all short-term investments with a maturity at date
of  purchase  of  three  months  or  less  to  be  cash  equivalents.


INTEREST  RATE  PROTECTION  AGREEMENTS

     The  Company has entered into an interest rate cap agreement to limit its
exposure to rising interest rates on its revolving line of credit.  The strike
price  exceeded  the  current market level at the time it was entered into and
its  net  cost  is included in interest expense ratably during the life of the
agreement.    Payments  to  be  received  as a result of the cap agreement are
accrued  as  a  decrease  to interest expense.  The total of fees and interest
differential  received  as  a  result  of entering into this agreement was not
significant.

     The  fair  value of interest rate protection agreements is not recognized
in  the  balance  sheet.


SHARE  AND  PER  SHARE  INFORMATION

     On  July  1,  1994, the Company increased its authorized shares of Common
Stock  to  25  million,  authorized five million shares of Preferred Stock and
authorized a stock split of 4,500 to 1.  During the first quarter of 1995, the
Company  effected  two  reverse  stock  splits  resulting  in 4,064,000 shares
outstanding.    All  share and per share amounts have been adjusted to reflect
these  splits.    Because  the Company previously operated as a closely held S
Corporation,  historical  net income per share data is not meaningful for 1995
and  1994  and  therefore  is  not  presented.
1.    SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)


INCOME  TAXES

     The  Company,  with  the  consent  of its stockholders, elected under the
Internal  Revenue  Code,  beginning  June  1,  1988,  to  be  treated  as an S
Corporation  for  federal income tax purposes until April 9, 1995.  In lieu of
corporation  income taxes, the stockholders of the S Corporation were taxed on
their  proportionate  share  of  the  Company's taxable income.  Therefore, no
provision  or liability for federal or state income taxes has been included in
the  financial  statements  prior  to  1995.

     The  Company  was  required  to  adopt the Financial Accounting Standards
Board  Statement  of  Financial Accounting Standards No. 109,  "Accounting for
Income  Taxes",  on  April  10,  1995,  upon  termination of its S Corporation
election.   This Statement requires the recognition of deferred tax assets and
liabilities  based on differences between financial reporting and tax basis of
assets and liabilities measured using the enacted tax rates and laws that will
be  in  effect  when  the differences are expected to reverse.  The cumulative
effect  of  adopting the Statement on April 10, 1995, was to increase 1995 net
income  by  $1,300,000.

STOCK  BASED  COMPENSATION

     The  Company  grants  stock  options  for  a  fixed  number  of shares to
employees  with an exercise price equal to the fair value of the shares at the
date  of  grant.    The Company accounts for stock option grants in accordance
with  APB  Opinion  No.  25,  "Accounting for Stock Issued to Employees," and,
accordingly,  recognizes  no compensation expense for the stock option grants.


ADVERTISING  EXPENSES

     Advertising and promotion expenses are charged to operations as incurred.
 The Company incurred advertising expenses of $1,162,000, $131,000 and $23,000
during  1996,  1995  and  1994,  respectively.


USE  OF  ESTIMATES

     The  preparation of the financial statements in conformity with generally
accepted  accounting  principles  requires  management  to  make estimates and
assumptions  that  affect the amounts reported in the financial statements and
accompanying  notes.    Actual  results  could  differ  from  those estimates.



<PAGE>
1.    SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)



PRO  FORMA  DISCLOSURES

     The  pro forma adjustment for income taxes for 1994 and 1995 was computed
at an effective combined federal and state tax rate of 40% to recognize income
taxes as if the Company had not been an S Corporation.  The pro forma weighted
average  shares  for these periods represent actual weighted average shares of
common  stock  and  dilutive common stock equivalent shares outstanding during
each period increased by the number of shares whose proceeds were used to fund
undistributed  S  Corporation  earnings.   Common stock equivalents represents
outstanding  stock  options.

     Supplemental  pro  forma  net  income  per  share is computed by dividing
supplemental  net  income  by the sum of pro forma weighted average shares and
the  number of shares that would have been sold at the beginning of the period
to  cover  the  costs  of  the initial public offering, repay notes payable to
related  parties  and  repay  borrowings under the Company's revolving line of
credit.   Supplemental net income represents pro forma net income increased by
an  assumed  reduction in interest expense, net of the related tax benefit, as
though common stock proceeds had been available at the beginning of the period
to reduce debt.  Supplemental pro forma net income per share for 1995 is $.17.


RECLASSIFICATIONS

     Certain  amounts  in  the  1995  and  1994 financial statements have been
reclassified  to  conform  to  the  1996  presentation.



<PAGE>
2.    CONTRACTS  RECEIVABLE

     Contracts  receivable  generally have terms of 24 to 48 months and do not
exceed  60  months.   At December 31, 1996, substantially all of the contracts
receivable  balances  outstanding were collateralized by automobiles.  In late
1996,  the  Company  determined that it would exit certain markets in which it
had  previously  acquired  contracts  receivable,  and  sell  the  contracts
receivable  in  those  markets  during 1997.  Accordingly, the majority of the
contracts  receivable  in Missouri, Illinois, Arizona and Virginia, along with
contracts  receivable  in  several  other  states, are classified as "held for
sale".    The  Company  intends  to  remain active in a number of states, with
concentrations  in  Indiana, Ohio and Florida.  These contracts receivable are
classified  as  "held  for  investment".    The  following is a summary of the
Company's  total  contracts  receivable.
<TABLE>
<CAPTION>


<S>                                                 <C>             <C>
                                                    DECEMBER 31,
                                                    --------------               
                                                             1996           1995 
                                                    --------------  -------------
Contractually scheduled payments                    $ 146,744,916   $166,340,561 
Add (deduct):
     Unearned interest income                         (30,006,489)   (36,920,628)
     Accrued interest income                              354,333        298,059 
     Unearned insurance commissions                       (29,820)      (128,718)
     Deferred acquisition costs                            68,362        278,106 
                                                    --------------  -------------
Contracts receivable                                  117,131,302    129,867,380 
Allowance and discount available for credit losses    (10,611,268)   (19,512,815)
Contracts receivable, net                           $ 106,520,034   $110,354,565 
                                                    ==============  =============
</TABLE>


As  of  December 31, 1996, contractual maturities of contracts receivable were
as  follows:
<TABLE>
<CAPTION>


<S>                  <C>
1997                 $ 58,437,956
1998                   47,067,786
1999                   27,136,140
2000                   11,625,010
2001 and thereafter     2,478,024
                     ------------
                     $146,744,916
                     ============
</TABLE>


     It  is  the  Company's  experience  that  a  substantial  portion  of the
portfolio  generally  is prepaid before contractual maturity dates.  The above
tabulation,  therefore,  is  not  to  be regarded as a forecast of future cash
collections.



<PAGE>

2.    CONTRACTS  RECEIVABLE  (CONTINUED)

     Changes  in the components of amounts available for credit losses were as
follows:
<TABLE>
<CAPTION>


<S>                           <C>                       <C>                              <C>
                                                        DEALER PARTICIPATION RESERVES
                              ALLOWANCE AND DISCOUNT
                                                                                         TOTAL
                                                                                         -------------

Balance at January 1, 1994    $             1,098,491   $                    1,957,693   $  3,056,184 
Additions                                   8,956,071                          173,913      9,129,984 
Charge-offs, net                           (1,942,296)                      (1,423,609)    (3,365,905)
                              ------------------------  -------------------------------  -------------
Balance at December 31, 1994                8,112,266                          707,997      8,820,263 

Additions                                  22,172,739                        4,582,165     26,754,904 
Charge-offs, net                          (10,772,190)                      (3,424,481)   (14,196,671)
Balance at December 31, 1995               19,512,815                        1,865,681     21,378,496 

Additions                                  17,422,011                        4,211,284     21,633,295 
Charge-offs, net                          (26,323,558)                      (4,221,742)   (30,545,300)
                              ------------------------  -------------------------------  -------------
Balance at December 31, 1996  $            10,611,268   $                    1,855,223   $ 12,466,491 
                              ========================  ===============================  =============
</TABLE>


     At  December  31,  1996, the amounts available for credit losses included
$4,218,000  allocated  to contracts receivable held for sale.  This allocation
was  based  on completed sales and on bids received and was intended to reduce
the  carrying  amount  of  these  contracts  receivable to fair value.  To the
extent  that  the  allocation  was  based  on  bids received, it is reasonably
possible  that a material change to this estimate could occur in the near term
due  to  changes in the economy and other conditions that influence the amount
realized  on  the  anticipated  sales.


3.          PROPERTY  AND  EQUIPMENT

     The  following  is  a  summary  of  the Company's property and equipment:
<TABLE>
<CAPTION>


<S>                                             <C>            <C>
                                                DECEMBER 31
                                                -------------             
                                                        1996         1995 
                                                -------------  -----------
Automobiles                                     $    559,695   $  674,671 
Furniture, fixtures and leasehold improvements       743,077      394,288 
Office and computer equipment                      1,920,053      919,793 
Shop equipment                                       278,412      181,032 
                                                -------------  -----------
                                                   3,501,237    2,169,784 
Accumulated depreciation                            (962,102)    (497,309)
                                                $  2,539,135   $1,672,475 
                                                =============  ===========
</TABLE>



<PAGE>
     The  Company  leases  its  corporate  office  building from the Company's
president and leases its branch facilities and sales lots from related parties
(i.e. three sales lots) and third parties pursuant to non-cancelable operating
leases  expiring  from  1997  through  2016.    Future  minimum lease payments
pursuant  to  these  leases  total  approximately:  1997,  $1,381,000;  1998,
$1,178,000;  1999,  $783,000;  2000,  $508,000;  2001,  $437,000;  2002  and
thereafter,  $8,388,000.



4.    DEBT

REVOLVING  LINE  OF  CREDIT  (SEE  NOTE  10)

     On  April  11,  1997,  the  Company  entered  into  a modification of its
revolving  line  of  credit  agreement ("Agreement").  The  modified Agreement
provides  for an extension of the maturity of the line to January 1, 1998, and
for a reduction in the maximum permitted indebtedness under the line from $100
million to $70 million.  Borrowings are further limited to no more than 78% of
eligible  contracts  receivable.    The Agreement includes certain restrictive
covenants  and  prohibits  the  Company's payment of dividends.  The revolving
line  of  credit  is  collateralized by substantially all of the assets of the
Company.    The  Company is required to remit all cash receipts from contracts
receivable  to  the  lender.  These cash receipts are first applied to accrued
interest  and  the  remainder  to principal.  Interest is accrued daily at the
average  30-day  London  Interbank Offered Rate (LIBOR) for the previous month
plus a stated percentage.  The rate was LIBOR plus 3.75% at December 31, 1996,
and  increased  to  LIBOR  plus 4.00% effective January 16, 1997, and to LIBOR
plus  4.50%  effective  April  11,  1997.  The revolving line of credit has an
annual  commitment  fee  of  .53%.  The interest rate on the revolving line of
credit  was  9.15%  and  8.83% as of December 31, 1996 and 1995, respectively.



BANK  LINE  OF  CREDIT

     The  Company's  bank  line  of  credit  debt  as  of December 31, 1996 is
pursuant  to  an agreement that permits the Company to borrow up to the lesser
of $4.5 million or 50% of the value, as defined, of eligible repossessions and
purchased  and trade automobile inventory.  The term of the line expires April
30,  1997.    Interest  is  charged monthly at the bank's prime rate, which at
December  31,  1996,  was  8.25%.


NOTE  PAYABLE  TO  RELATED  PARTY

     The  Company  borrowed  $1.0 million from a stockholder during 1996 on an
unsecured basis.  This note was exchanged for convertible subordinated debt on
April  11,  1997,  as  further explained in Note 10.  The interest rate on the
note  was  12.00%.


INTEREST  RATE  PROTECTION  AGREEMENTS

     The  Company  entered into an interest rate protection agreement ("Cap"),
which  limits  the  Company's  exposure  on  its  revolving  line of credit to
increases  in the LIBOR rate.  The strike price of this agreement exceeded the
current  market  levels  at  the  time  it was entered into.  The Cap is for a
notional  principal  amount of $50 million and effectively limits the interest
rate  on $50 million of the Company's revolving line of credit to a maximum of
11.25%.      The  Cap  expires  in  October  1997.

<PAGE>
4.    DEBT  (CONTINUED)


     The  Cap subjects the Company to the risk that the counter-party may fail
to  perform under the terms of the agreement.  The Company does not expect the
counter-party  to  fail to meet its obligation; however, non-performance would
not have a material impact on the results of operations or financial position.


INTEREST  PAID

Interest  paid  under  all  debt  arrangements  was  approximately $9,113,000,
$6,312,000  and  $2,781,000  in  1996,  1995  and  1994,  respectively.


5.    STOCK  OPTION  PLANS

On  July  1,  1994,  the  Company  adopted  the General Acceptance Corporation
Employee  Stock  Option  Plan  ("Employee  Plan")  and  the General Acceptance
Corporation  Outside  Director Stock Option Plan ("Outside Director Plan," and
collectively with the Employee Plan, the "Plans").  The Plans were amended and
restated  in  their  entirety  on  February  9,  1995.

A  total  of  600,000  shares  of  Common Stock are reserved for issuance upon
exercise of options to be granted under the Plans.  The total number of shares
of  Common  Stock  with respect to which options may be granted is 500,000 and
100,000  under  the Employee Plan and the Outside Director Plan, respectively.

     Options  granted  pursuant  to  the  Employee Plan may be incentive stock
options  ("ISOs')  that  meet the requirements  of Section 422 of the Internal
Revenue  Code  of  1986, as amended (the "Code") or nonqualified stock options
("NQSOs")  that  do not meet the requirements of Section 422 of the Code.  The
exercise  price  of  an  ISO  or an NQSO will not be less than the fair market
value  per  share  of  the  Common Stock on the date of the grant in all cases
other  than  for  ISOs  granted  to  holders  of  10% or more of the Company's
outstanding  Common  Stock  ("10%  Stockholders").  The exercise price of ISOs
granted  to 10% Stockholders will not be less than 110% of fair market value. 
The  aggregate fair market value of the Common Stock for which any participant
may  be  granted  ISOs first exercisable in any year may not exceed $100,000. 
ISOs  and  NQSOs  granted  under  the Employee Plan will become exercisable in
increments of from one-half at each of the first two anniversaries of the date
of  grant  to one-fifth at each of the first five anniversaries of the date of
grant, and will remain exercisable for a term of not more than ten years (five
years,  in  the  case  of ISOs issued to 10% Stockholders), as determined by a
committee  of  the  Board  of  Directors.

     Pursuant  to  the  Outside  Director Plan, each non-employee director was
automatically  granted  options to purchase 5,000 shares of Common Stock, upon
completion  of the offering.  On each anniversary of the effective date of the
plan  in  February  1995,  each  non-employee  director  will be automatically
granted options to purchase 5,000 additional shares.  However, no director may
receive any option if, upon exercise of such option, such individual would own
10% or more of the shares of Common Stock outstanding.  The exercise price for
shares issuable pursuant to options granted after 1995 will be the fair market
value (as determined under the terms of the plan) at the effective date of the
grant.    Options  granted  under the Outside Director Plan are exercisable in
one-third increments on the date of grant and the first and second anniversary
thereof  and  expire  ten  years  after  grant.

<PAGE>
5.    STOCK  OPTION  PLANS  (CONTINUED)



     Both  plans  provide for the automatic acceleration of the exercisability
of  option grants upon a "change in control."  A "change in control" includes:
(i)  a  change in ownership of a least 50% of the Company's outstanding voting
stock;  (ii)  a change in the composition of a majority of the Board; or (iii)
entering  into  an  agreement  for  sale  of  all  or substantially all of the
Company's  assets.

     Other  terms,  including  when  and how long an option under the Employee
Plan  is exercisable, are determined by a committee of the Board of Directors,
in the case of the Employee Plan, or the employee directors of the Company, in
the  case  of  the  Outside  Director  Plan.

     Information  on  stock  options  is  shown  in  the  following  table.
<TABLE>
<CAPTION>


<S>                           <C>                  <C>                  <C>
                                                                        WEIGHTED AVERAGE EXERCISE PRICE
                              SHARES OUTSTANDING   SHARES EXERCISABLE
                              -------------------  -------------------                                  
Balance at December 31, 1994                 ---                  ---   $                            ---
Granted                                  156,250                  ---                              18.92
Became exercisable                           ---                5,001                              17.00
Canceled                                 (18,250)                 ---                              17.00
Balance at December 31, 1995             138,000                5,001                              19.17
Granted                                  291,750                  ---                              10.77
Became exercisable                           ---               41,735                              17.30
Canceled                                (150,000)              (1,967)                             14.31
                              -------------------  -------------------  --------------------------------
Balance at December 31, 1996             279,750               44,769   $                          13.04
                              ===================  ===================  ================================
</TABLE>


     The  weighted-average  fair value of options granted was $5.95 and $12.12
for  1996  and 1995, respectively.  Exercise prices for options outstanding as
of  December  31,  1996,  ranged  from  $7.25 to $27.00.  The weighted average
remaining  contractual  life  of  those  options  was  8.8  years.

     The Company has elected to follow Accounting Principles Board Opinion No.
25,  "Accounting  for  Stock  Issued  to  Employees"  (APB  25)  and  related
Interpretations  in  accounting  for  its  employee  stock options because, as
discussed below, the alternative fair value accounting provided for under FASB
Statement  No. 123, "Accounting for Stock-Based Compensation" (Statement 123),
requires  use  of  option  valuation models that were not developed for use in
valuing  employee  stock options.  Under APB 25, because the exercise price of
the Company's employee stock options equals the market price of the underlying
stock  on  the  date  of  grant,  no  compensation  expense  is  recognized.

     Pro  forma  information  regarding  net  income and earnings per share is
required  by  Statement  123,  which  also  requires  that  the information be
determined  as  if  the  Company  has accounted for its employee stock options
granted  subsequent  to  December  31, 1994 under the fair value method of the
Statement.    The  fair  value  for these options was estimated at the date of
grant  using  a  Black-Scholes  option  pricing  model  with  the  following
weighted-average  assumptions  for  1995  and  1996,  respectively:  risk-free
interest  rates  of  6.7%  in  both years, a dividend yield of nil, volatility
factors  of  the expected market price of the Company's common stock of .7 and
1.1,  and  a  weighted-average  expected  life  of  the  option  of  5  years.

<PAGE>
5.    STOCK  OPTION  PLANS  (CONTINUED)



     The  Black-Scholes  option  valuation  model  was  developed  for  use in
estimating the fair value of traded options which have no vesting restrictions
and  are fully transferable.  In addition, option valuation models require the
input  of  highly  subjective  assumptions  including the expected stock price
volatility.  Because the Company's employee stock options have characteristics
significantly  different  from those of traded options, and because changes in
the  subjective  input  assumptions  can  materially  affect  the  fair  value
estimate,  in  management's  opinion,  the  existing models do not necessarily
provide  a  reliable  single  measure  of the fair value of its employee stock
options.

     For  purposes  of  pro forma disclosures, the estimated fair value of the
options  is  amortized  to  expense  over  the  options'  vesting period.  The
Company's  pro  forma  information  follows:
<TABLE>
<CAPTION>


<S>                                     <C>           <C>
                                               1996       1995
                                        ------------  --------
Pro forma net income (loss)             $(9,677,850)  $430,885
Pro forma net income (loss) per share         (1.61)       .08
</TABLE>


     Because Statement 123 is applicable only to options granted subsequent to
December  31, 1994, pro forma net income and net income per share for 1995 and
1996  are  not  representative  of  the effects on reported amounts for future
years.



6.    INCOME  TAXES

     Significant  components of the provision for income taxes are as follows:
<TABLE>
<CAPTION>


YEARS ENDED DECEMBER 31
<S>                        <C>           <C>
                                  1996          1995 
                           ------------  ------------
Current:
     Federal               $  (569,000)  $   620,000 
     State                     224,000       150,000 
                           ------------  ------------
                              (345,000)      770,000 
Deferred:
     Federal                (1,920,000)   (1,910,000)
     State                    (480,000)     (350,000)
     Change in valuation
          allowance          4,660,000           --- 
                             2,260,000    (2,260,000)
                                         ------------
Income tax (benefit)       $ 1,915,000   $(1,490,000)
                           ============  ============
</TABLE>


     Included  in  the  1995  deferred  income  tax  credit of $2,260,000 is a
deferred tax credit of $1,300,000 which represents the net deferred tax assets
for  the  cumulative temporary differences between financial reporting and tax
reporting  as  of  April  10,  1995,  the  date  the  Company terminated its S
Corporation  election.

<PAGE>
6.    INCOME  TAXES  (CONTINUED)



     The  provision  for  income taxes as shown on the statement of operations
differs  from  amounts  computed  by applying the statutory federal income tax
rate  of  34%  to  income  before  taxes  as  follows:

<TABLE>
<CAPTION>


YEARS ENDED DECEMBER 31
<S>                                                               <C>      <C>
                                                                    1996      1995 
                                                                  -------  --------
Federal income tax expense (benefit) computed at statutory rate   (34.0)%     34.0%
Change in valuation allowance                                       65.0       --- 
S Corporation earnings                                               ---     (48.4)
Net deferred tax assets recorded upon termination
     of S Corporation                                                ---    (108.9)
State taxes, net of federal tax effect                              (2.4)     (1.5)
Other                                                               (1.9)      --- 
                                                                  -------  --------
Income tax (benefit)                                                26.7%  (124.8)%
                                                                  =======  ========
</TABLE>


     The  components of the Company's net deferred tax asset as of December 31
are  as  follows:
<TABLE>
<CAPTION>


<S>                                         <C>           <C>
                                                   1996         1995
                                            ------------  ----------
Recognition of contracts receivable losses  $ 1,253,000   $2,110,000
Net operating loss carryforward               3,353,000          ---
Other                                            54,000      150,000
                                            ------------  ----------
Total deferred tax assets                     4,660,000    2,260,000
Valuation allowance                          (4,660,000)         ---
Net deferred tax asset                      $       ---   $2,260,000
                                            ============  ==========
</TABLE>


     At December 31, 1996, the Company had net operating loss carryforwards of
approximately  $8,383,000  for  income  tax  purposes  that  expire  in  2011.

     The  Company  received net income tax refunds of approximately $2,077,000
during  1996  and  made income tax payments of approximately $3,093,000 during
1995.

     The  unaudited  pro  forma  provisions  for  income taxes of $477,771 and
$1,696,045  for  1995  and  1994,  respectively, represent income taxes on the
Company's  income as if it had been taxed each period at an effective tax rate
of  40%.




<PAGE>
7.    FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

     The fair values disclosed below are based on estimates when quoted market
prices  are not available.  These fair value estimates cannot be substantiated
by comparison to independent markets and, in many cases, could not be realized
in  immediate  settlement of the instrument.  The fair value amounts presented
can  be  misinterpreted,  and  care should be exercised in drawing conclusions
from  such  data.    The  carrying  amounts  and  estimated fair values of the
Company's  financial  instruments  as  of  December  31  are  as  follows.
<TABLE>
<CAPTION>


1996                                           1995
---------------------------                    ----                                        
<S>                          <C>               <C>   <C>           <C>               <C>
                             CARRYING AMOUNT                       CARRYING AMOUNT
                                                     FAIR VALUE                      FAIR VALUE
                                                     ------------                    ------------
ASSETS
     Contracts receivable,
          net                $    106,520,034        $106,520,034  $    110,345,565  $110,354,565
     Cash and cash
          equivalents               1,683,429           1,683,429           557,206       557,206
LIABILITIES
     Revolving line of
          credit                   93,977,001          93,977,001        94,165,243    94,165,243
     Bank line of credit            4,500,000           4,500,000               ---           ---
     Note payable to
          related party             1,000,000           1,000,000               ---           ---
     Accounts payable
          and accrued
          expenses                  4,650,695           4,650,695         1,605,484     1,605,484
OFF-BALANCE SHEET
     FINANCIAL
     INSTRUMENTS
          Interest rate cap            12,000                 ---               ---           ---
</TABLE>




VALUATION  METHODOLOGIES  AND  ASSUMPTIONS

     The  following  methods  and assumptions were used in estimating the fair
value  of  the  Company's  financial  instruments.

Contracts  Receivable

     The  fair  value  of net contracts receivable is estimated to approximate
carrying amount less allowance and discount available for credit losses, since
the  contracts  are  of  relatively  short  average  remaining life and are at
approximately  current  market  rates  of  interest.


Cash  and  Cash  Equivalents

     The  carrying  amount  reported  in  the  balance sheet for cash and cash
equivalents  approximate  their  fair  values.


<PAGE>
7.    FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS  (CONTINUED)


Revolving  Line  of  Credit  and  Bank  Line  of  Credit

     Because  the  interest rate on the Company's revolving line of credit and
bank  line  of  credit are tied to floating market rates, the carrying amounts
reported  in  the  balance  sheet  approximate  fair  value.


Note  Payable  to  Related  Party

     Because  the  note  payable  to related party is payable upon demand, the
carrying  amount  reported  in  the balance sheet approximates the fair value.


Accounts  Payable  and  Accrued  Expenses

     The carrying amount of accounts payable and accrued expenses approximates
the  fair  value.


Interest  Rate  Cap

     Fair  value for the interest rate cap is based on estimates obtained from
the  individual counter-party of the cost or benefit of terminating the cap at
the  balance  sheet  date.



8.    RELATED  PARTY  TRANSACTIONS

     The  Company,  in  the  ordinary  course of business, purchases contracts
receivable  from automobile dealerships controlled by certain of the Company's
management  stockholders.    Total cash disbursed to these dealerships for the
purchase  of  contracts  receivable  was  approximately $788,000, $576,000 and
$1,079,000  in  1996,  1995  and  1994,  respectively.    The Company has also
purchased  automobiles  from  these  automobile  dealerships.  These purchases
totaled approximately $115,000, $272,000 and $323,000 for 1996, 1995 and 1994,
respectively.

     Certain stockholders and relatives have made working capital loans to the
Company  (see  Note  4).    Interest  paid to these stockholders and relatives
pursuant to these notes payable amounted to approximately $34,000, $80,000 and
$223,000  during  1996,  1995  and  1994,  respectively.

     Dealer  participation  reserves  of  approximately  $0 and $146,000 as of
December  31,  1996,  and  1995,  respectively,  were  the result of contracts
purchased  by  the  Company  from  dealerships  owned  by  certain  management
stockholders  of  the  Company.    It  is  possible  that some or all of these
participation  reserves may eventually be paid to these dealerships, depending
upon  the  loss  experience  of  the  contracts  receivable  purchased.

     The  Company  has  made  payments to a management stockholder or entities
owned  in  part  by certain management stockholders for leases of real estate,
automobile storage and automobile body work.  Payments made for these services
were  approximately  $622,000,  $151,000  and  $158,000  for  the  years ended
December  31,  1996,  1995  and  1994,  respectively.

<PAGE>
8.    RELATED  PARTY  TRANSACTIONS  (CONTINUED)


     The  Company  is  obligated  under  non-cancelable  leases  with  related
parties,  expiring  through  2016,  to  make  future minimum lease payments as
follows: 1997, $484,000; 1998, $488,000; 1999, $478,000; 2000, $395,000; 2001,
$380,000;  2002 and thereafter, $8,388,000.  Rent expense incurred pursuant to
these  leases  was  $340,000,  $74,000  and  $24,000  in  1996, 1995 and 1994,
respectively.

     Prior  to March 1995, certain management stockholders of the Company were
also  stockholders of an insurance company for which the Company acts as agent
when  selling  credit  related  insurance  products.



9.    CONTINGENT  LIABILITIES

     The Company is a party to various lawsuits and proceedings arising in the
ordinary  course of business.  Based upon information presently available, the
Company  believes that the total amounts that will ultimately be paid, if any,
arising  from  these  lawsuits  and  proceedings will have no material adverse
effect  on  the  Company's  consolidated  results  of operations and financial
position.



10.    SUBSEQUENT  EVENTS

     As of December 31, 1996, the Company continued to operate pursuant to the
terms  of  a  forbearance  agreement  that temporarily waived certain covenant
violations  of  its $100 million revolving line of credit agreement.  Also, at
that  date  renewal or extension of the line of credit agreement was uncertain
and  that  uncertainty presented a potential liquidity and funding problem for
the  Company.    After  December  31,  1996, the Company completed the actions
described  below  to  address  its  liquidity  and  funding  needs  for  1997.

     As  discussed in Note 2, in late 1996 the Company decided to exit certain
markets  and  focus on its better performing markets.  Accordingly, in 1997 it
commenced  selling  the  contracts  receivable  that  had been acquired in the
certain  markets  and  also commenced closing operations in those markets.  On
January  7, 1997, the Company sold contracts receivable for 102.0% of contract
balance  of  $1,569,000.    On  February  19, 1997, the Company sold contracts
receivable  for  90.8%  of contract balance of $14,504,000.  On April 8, 1997,
the  Company  sold  contracts  receivable  for  92.7%  of contracts balance of
$24,669,000.    No  material  gain  or  loss  was  recorded  by the Company in
connection  with  these  sales.

     On  April  11,  1997,  the  Company  issued  $13.3 million of convertible
subordinated  debt.   Of this amount, $10.0 million was issued to an affiliate
of  Conseco  in  exchange  for cash.  The remaining $3.3 million was issued to
certain  stockholders and relatives in exchange for a like amount of unsecured
debt  of the Company ($2.3 million of which was issued between January 1, 1997
and  April  11,  1997) held by them.  The debt is convertible at any time into
approximately  4,417,000  shares of stock, has an interest rate of 12.00%, and
matures  in  April  2000.

     The  Company  entered into a modification of its revolving line of credit
agreement on April 11, 1997, concurrently with the issuance of the convertible
subordinated  debt  described  above.    (See  Note  4).

<PAGE>
10.    SUBSEQUENT  EVENTS  (CONTINUED)



     In  early  1997  the  Company  decided to discontinue maintaining an auto
repossession inventory for sale at its sales lots.  Instead it began disposing
of  all repossessions more quickly primarily at auto auctions.  This change is
intended  to  accelerate  the  conversion of repossessions to cash and earning
assets.



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

     None.


<PAGE>
                                   PART III

ITEM  10.          DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

     Information  contained  under  the  caption  "Matters  to Come Before the
Meeting"  in  the  Company's  Proxy  Statement  for the 1997 Annual Meeting is
incorporated  herein  by  reference.



ITEM  11.          EXECUTIVE  COMPENSATION

     Information  contained  under  the  caption  "Compensation  of  Executive
Officers"  in  the  Company's  Proxy  Statement  is  incorporated  herein  by
reference.



ITEM  12.          SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
                     MANAGEMENT

     Information  contained  under  the caption "Security Ownership of Certain
Beneficial  Owners  and  Management"  in  the  Company's  Proxy  Statement  is
incorporated  herein  by  reference.



ITEM  13.          CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Information  contained  under  the  caption  "Certain  Relationships  and
Transactions"  in  the  Company's  Proxy  Statement  is incorporated herein by
reference.





<PAGE>
                                   PART IV

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


(a)       (1)     The following financial statements of the Company and Report
of  Independent  Auditors  are
                       included  in  Item  8:

          Report  of  Independent  Auditors

     Financial  Statements:

Balance  Sheets  as  of  December  31,  1996  and  1995
Statements  of Operations for the years ended December 31, 1996, 1995 and 1994
Statements of Stockholder's Equity for the years ended December 31, 1996, 1995
and  1994
Statements  of Cash Flows for the years ended December 31, 1996, 1995 and 1994

     Notes  to  Financial  Statements

     (2)        The following financial statement schedules of the Company are
                       included  in  Item  14(d):

          The  schedules  for  which  provision  is  made  in  the  applicable
accounting  regulation  of  the
Securities  and  Exchange  Commission  are  not  required  under  the  related
instructions  or  are  inapplicable  and  have  therefore  been  omitted.

     (3)          Listing  of  Exhibits

     The  exhibits  filed  in  response  to  Item  601  of  Regulation S-K are
                       listed in the Index to Exhibits on pages 47 through 49.

(b)                   The Company was not required to file a current report on
Form  8-K  during  the  quarter  ended
                       December  31,  1996,  and  none  were filed during that
period.

<PAGE>
                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the Registrant has duly caused this report to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized, on April 15, 1997.

                                                GENERAL ACCEPTANCE CORPORATION

     by:              /s/    Malvin  L.  Algood
                                                       Malvin  L.  Algood
                                                       Chairman  of  the Board
and
                                                       Chief Executive Officer

Pursuant  to  the Securities Exchange Act of 1934, this report has been signed
by the following persons on April 15, 1997, on behalf of the Registrant and in
the  capacities  indicated.

          Signature                                                  Title




        /s/    Malvin  L.  Algood
     Malvin L. Algood                                   Chairman of the Board,
                                                  Chief  Executive Officer and
                                                  Director
                                                       (Principal  Executive
Officer)
        /s/    Russell  E.  Algood
     Russell  E.  Algood                                      President, Chief
Operating
                                                       Officer  and  Director

        /s/    Martin  C.  Bozarth
     Martin  C.  Bozarth                                       Chief Financial
Officer
                                                       (Principal  Financial
Officer)

        /s/    David  L.  Musgrave
     David  L. Musgrave                                   Corporate Controller
                                                       (Principal  Accounting
Officer)

        /s/    Rollin  M.  Dick
     Rollin  M.  Dick                                                 Director


        /s/    Eugene  L.  Henderson
     Eugene  L.  Henderson                                            Director


        /s/    Donald  E.  Brown
     Donald  E.  Brown                                                Director



<PAGE>
<TABLE>
<CAPTION>


<S>      <C>                                                               <C>
                                                                           PAGE NUMBER IN SEQUENTIAL NUMBERING
                                                                           SYSTEM
EXHIBIT
NUMBER   DESCRIPTION OF EXHIBIT
-------  ----------------------------------------------------------------                                     
3.1      Amended and Restated Articles of Incorporation of General
         Acceptance Corporation (incorporated by reference to Exhibit
         3.1   in the Company's Form S-1 Registration Statement, File
         No. 33-89520)
3.2      Bylaws of General Acceptance Corporation (incorporated by
         reference to Exhibit 3.2 in the Company's Form S-1
         Registration Statement, File No. 33-89520)
4.1      See Exhibits 3.1 and 3.2
4.2      Specimen Stock Certificate for Common Stock (incorporated by
         reference to Exhibit 4.2 in the Company's Form S-1
         Registration Statement, File No. 33-89520)
4.3      Registration Rights Agreement, dated April 11, 1997, between
         Capitol American Life Insurance Company and General
         Acceptance Corporation
9.1      Stockholders' Agreement, dated April 11, 1997, between
         Capitol American Life Insurance Company and General
         Acceptance Corporation
10.21    Lease, dated May 16, 1994, between M. L. Algood, Janet Algood
         and Russell E. Algood and General Acceptance Corporation
         (incorporated by reference to Exhibit 19.21 in the Company's
         Form S-1 Registration Statement, File No. 33-89520)
10.23    Lease, dated October 31, 1994, between M. L. Algood, Janet
         Algood and General Acceptance Corporation (incorporated by
         reference to Exhibit 10.23 in the Company's Form S-1
         Registration Statement, File No. 33-89520)
10.27    Forms of Dealer Retail Agreement and Amendment to Dealer
         Retail Agreement (incorporated by reference to Exhibit 10.27
         in the Company's Form S-1 Registration Statement, File No.
                                                                33-89520)
10.31    Dealer Agreement, dated January 2, 1994, between Algood
         Chevrolet, Oldsmobile, Pontiac, Inc. and General Acceptance
         Corporation  (incorporated by reference to Exhibit 10.31 in the
         Company's Form S-1 Registration Statement, File No. 33-
                                                                   89520)
10.34    General Acceptance Corporation Employee Stock Option Plan
         (incorporated by reference to Exhibit 10.34 in the Company's
         Form S-1 Registration Statement, File No. 33-89520)
10.35    General Acceptance Corporation Outside Director Stock Option
         Plan  (incorporated by reference to Exhibit 10.35 in the
         Company's Form S-1 Registration Statement, File No. 33-
                                                                   89520)
10.36    Form of Tax Indemnification Agreement, dated as of ____, 1995,
         by General Acceptance Corporation and Malvin L. Algood,
         Russell E. Algood, Shirley A. Cook and John G. Algood,
         (incorporated by reference to Exhibit 10.36 in the Company's
         Form S-1 Registration Statement, File No. 33-89520)

<PAGE>

                                                                           PAGE NUMBER IN SEQUENTIAL NUMBERING
                                                                           SYSTEM
EXHIBIT
NUMBER   DESCRIPTION OF EXHIBIT
-------  ----------------------------------------------------------------                                     
10.38    Agreement, dated September 6, 1994, between Norwest Financial
         Information Services Group, Inc. and General Acceptance
         Corporation  (incorporated by reference to Exhibit 10.38 in the
         Company's Form S-1 Registration Statement, File No. 33-
                                                                   89520)
10.40    Letter confirmation of warranty program between Wynn's and
         General Acceptance Corporation  (incorporated by reference to
         Exhibit 10.40 in the Company's Form S-1 Registration
         Statement, File No. 33-89520)
10.66    Revolving Loan & Security Agreement, dated August 27, 1996,
         between Fifth Third Bank of Central Indiana and General
         Acceptance Corporation (incorporated by reference to Exhibit
         10.66   in the Company's Form 10-Q for the quarter ended
         September 30, 1996)
10.67    Promissory Note, dated October 15, 1996, payable to Malvin L.
         Algood by General Acceptance Corporation (incorporated by
         reference to Exhibit 10.67 in the Company's Form 10-Q for
         the quarter ended September 30, 1996)
10.69    Guaranty, dated November 14, 1996, between General Electric
         Capital Corporation and General Acceptance Corporation
         Reinsurance Limited
10.70    Promissory Note, dated January 3, 1997, payable to Janet Algood
         by General Acceptance Corporation
10.71    Promissory Note, dated January 6, 1997, payable to John G.
         Algood by General Acceptance Corporation
10.72    Promissory Note, dated March 6, 1997, payable to Russell E.
         Algood by General Acceptance Corporation
10.73    Securities Purchase Agreement, dated April 11, 1997, between
         Capitol American Life Insurance Company and General
         Acceptance Corporation
10.74    12% Subordinated Convertible Note, dated April 11, 1997,
         payable by General Acceptance Corporation to Capitol
         American Life Insurance Company
10.75    Employment Agreement and Agreement Not to Compete, dated
         April 11, 1997, between Malvin L. Algood and General
         Acceptance Corporation
10.76    Employment Agreement and Agreement Not to Compete, dated
         April 11, 1997, between Russell E. Algood and General
         Acceptance Corporation
10.77    12% Subordinated Convertible Note, dated April 11, 1997,
         payable by General Acceptance Corporation to Malvin L.
         Algood
10.78    12% Subordinated Convertible Note, dated April 11, 1997,
         payable by General Acceptance Corporation to Russell E.
         Algood

<PAGE>

                                                                           PAGE NUMBER IN SEQUENTIAL NUMBERING
                                                                           SYSTEM
EXHIBIT
NUMBER   DESCRIPTION OF EXHIBIT
-------  ----------------------------------------------------------------                                     
10.79    12% Subordinated Convertible Note, dated April 11, 1997,
         payable by General Acceptance Corporation to John G.
         Algood
10.80    12% Subordinated Convertible Note, dated April 11, 1997,
         payable by General Acceptance Corporation to Janet Algood
10.81    Amended and Restated Motor Vehicle Installment Contract Loan
         and Security Agreement, dated April 11, 1997, between
         General Electric Capital Corporation and General Acceptance
         Corporation
11.1     Statement Re: Computation of Per Share Earnings
21.1     Subsidiaries of Registrant
27.0     Financial Data Schedule
</TABLE>