Exhibit 10.66



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     REVOLVING  LOAN  &  SECURITY  AGREEMENT

     This Revolving Loan & Security Agreement ("Agreement") is entered into as
of the 27th day of August, 1996 by and between GENERAL ACCEPTANCE CORPORATION,
an  Indiana  corporation  ("GAC"), and FIFTH THIRD BANK OF CENTRAL INDIANA, an
Indiana  banking  corporation  ("Bank").

     1.            Definitions.  Certain capitalized terms have the meanings
set  forth  on Exhibit A hereto.  All financial terms used in this Agreement
but not defined in Exhibit A or in this Agreement have the meanings given to
them  by  generally accepted accounting principles.  All other undefined terms
have  the  meanings  given  to  them  in  the Indiana Uniform Commercial Code.

     2.                    Revolving  Credit  Loans.

               (a)  In General.  Subject to the terms and conditions hereof,
Bank  hereby  extends  to GAC a line of credit facility (the "Facility") under
which  Bank  may  make  loans (each, a "Revolving Loan," and collectively, the
"Revolving Loans") to GAC at GAC's request, from time to time, during the term
of the Facility in a principal amount not to exceed $4,500,000 (the "Limit"). 
However,  Bank  will have discretion at all times as to whether or not to make
any Revolving Loan.  Bank may create and maintain reserves, from time to time,
based  on  such  credit  and  collateral  considerations  as  Bank  may  deem
appropriate.  GAC may borrow, prepay (without penalty or charge), and reborrow
under the Facility so long as the Limit is not exceeded, GAC is not in Default
hereunder,  and  the  other terms and conditions hereof are satisfied.  If the
amount  of  Revolving Loans outstanding at any time under the Facility exceeds
the Limit, GAC will immediately pay the amount of such excess to Bank in cash.

               (b)    Borrowing  Base  Formula.    On  the tenth day of each
calendar  month  during the term of the Facility (or the next Business Day, if
such day falls on other than a Business Day), GAC shall complete and submit to
Bank  and GECC a Borrowing Base Certificate in the form of Exhibit B1 hereto
indicating,  among  other things, the aggregate average "Black Book" wholesale
value  of  its  Eligible  Inventory  and  the  number of units comprising such
inventory.    Subject  at  all  times  to the unused portion of Limit, GAC may
request  Revolving  Loans  under  the  Facility  according to a borrowing base
advance  formula  that limits any requested Revolving Loan to a maximum amount
equal  to  fifty percent (50%) of the aggregate average "Black Book" wholesale
value  of  such  Eligible  Inventory  plus  $400  per  unit for reconditioning
expense.

               (c)   Term of Facility.  The maturity date of the Facility is
April 30, 1997, unless such maturity date is accelerated by reason of an Event
of  Default.

               (d)    Interest  Rate.  Interest on the outstanding principal
balance  of  the  Facility  will accrue at a rate per annum equal to the Prime
Rate  as  in  effect from time to time.  The interest rate charged will change
automatically upon each change in the Prime Rate.  Interest will be calculated
on  the  basis of a year of 360 days and charged for the actual number of days
elapsed.    Interest  will  be  payable  in immediately available funds at the
principal  office  of  Bank  on  the  first day of each calendar month.  After
maturity, whether by acceleration or otherwise, and after the occurrence of an
Event  of  Default  (with or without notice to GAC), interest will accrue at a
rate  per  annum  equal to the Default Rate (computed and adjusted in the same
manner  as  the  Prime  Rate).

               (e)   Repayment.  Accrued and unpaid interest will be due and
payable  on  the  first  day  of  the  calendar  month following execution and
delivery  of  this  Agreement  by  GAC and continuing on the first day of each
calendar  month  thereafter  during  the  term  of  the  Facility.  The unpaid
principal  balance of the Facility and accrued and unpaid interest will be due
and  payable  on  the maturity date of the Facility.  Bank may, at its option,
charge any interest payments to GAC's account with Bank.  Interest that is not
paid  when due shall thereupon become principal hereunder and shall thereafter
accrue  interest  as  provided  in  this  Agreement.  If any scheduled payment
hereunder  becomes  due  and  payable  on a day other than a Business Day, the
maturity  thereof will be extended to the next Business Day, and interest will
be payable at the rate provided in this Agreement during the extension period.

               (f)   Application of Payments.  All payments received by Bank
will  be  applied  first to Advances, second to accrued interest, and third to
principal.

               (g)    Revolving  Loan Requests.  GAC may request a Revolving
Loan  by written or telephone notice to Bank.  If such request is by telephone
notice  to  Bank,  GAC  shall  promptly  follow-up  the  telephone  notice  by
completing  and delivering to Bank an Advance Request Confirmation Certificate
in the form of Exhibit B2 hereto.  Eligibility of GAC for any Revolving Loan
will  be  made  on  the  basis  of the then current Borrowing Base Certificate
submitted by GAC pursuant to Section 2(a) of this Agreement and the amount, if
any, of the unused portion of the Limit at the time the request is made.  Bank
may  make  Revolving Loans by crediting the amount thereof to GAC's account at
Bank.

     3.               Collateral.  In order to secure the performance of the
covenants  and  agreements contained herein and the payment and performance of
all amounts owed by GAC to Bank hereunder, whether now existing or hereinafter
arising  (collectively,  the  "Obligations"),  GAC  hereby  grants  to  Bank a
continuing security interest in the collateral described in Exhibit C hereto
(collectively,  the  "Collateral").

     4.             Financial Statements.  GAC agrees to maintain a standard
and  modern  system  for  accounting  and  will  furnish  to  Bank:

               (a)    Within 90 days after the end of each fiscal year, a copy
of  GAC's  consolidated  financial  statement for that year audited by Ernst &
Young,  LLP  or  any  other  firm  of independent certified public accountants
acceptable  to  Bank (which acceptance will not be unreasonably withheld), and
accompanied  by  a  standard  audit  opinion  of  such  accountants  without
significant  qualification;

               (b)    Within  30  days after the end of each calendar month, a
copy  of  GAC's  monthly interim consolidated financial statements prepared in
accordance  with  generally  accepted  accounting  principles;

               (c)    With the statements submitted under (a) and (b) above, a
certificate  signed  by the principal financial officer of GAC, (i) stating he
is  familiar  with all documents relating to Bank and that no Event of Default
specified in this Agreement, nor any event which upon notice or lapse of time,
or  both  would  constitute  such an Event of Default, has occurred, or if any
such  condition  or event existed or exists, specifying it and describing what
action  GAC  has  taken  or  proposes  to  take with respect thereto, and (ii)
setting forth, in summary form, figures showing the financial status of GAC in
respect  of  the  financial  restrictions  contained  in  this  Agreement;


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               (d)    Forthwith upon any officer of GAC obtaining knowledge of
any  condition or event which constitutes or, after notice or lapse of time or
both,  constitute an Event of Default, a certificate of such person specifying
the  nature and period of the existence thereof, and what action GAC has taken
or  is  taking  or  proposes  to  take  in  respect  thereof;

               (e)    As  soon as practicable, but in any event within 10 days
after the filing with the Securities and Exchange Commission, or any successor
thereto,  or  any  state  securities  governmental  authority,  copies  of all
registration  statements  and  all  periodic  and  special reports required or
permitted  to be filed under federal or state securities laws and regulations;
and

               (f)    Upon  request,  copies  of  all federal, state and local
income  tax returns and such other information as Bank may reasonably request.

          If  at  any  time  GAC  acquires  subsidiaries  which have financial
statements  that  could  be  consolidated  with  those  of GAC under generally
accepted  accounting  principles,  the  financial  statements  required  by
subsections  (a) and (b) above will be the financial statements of GAC and all
such  subsidiaries  prepared  on  a  consolidated  and  consolidating  basis.

     5.                   Insurance.  GAC agrees to insure its Motor Vehicle
Inventory  against loss or damage of the kinds and amounts customarily insured
against  by  corporations  with established reputations engaged in the same or
similar  business as GAC.  All such policies will (a) be issued by financially
sound  and  reputable  insurers (such insurers having, in any case, an overall
rating of at least "A" according to A.M. Best), (b) name Bank as an additional
insured  and,  where  applicable,  as  loss  payee under a lender loss payable
endorsement  satisfactory  to  Bank, and (c) will provide for thirty (30) days
written  notice to Bank before such policy is altered or canceled all of which
will  be  evidenced  by a certificate of insurance delivered to Bank by GAC on
the  date  of  execution  of  this  Agreement.

     6.            Taxes.  GAC agrees to pay when due all taxes, assessments
and  other  governmental  charges  imposed  upon it or its assets, franchises,
business,  income  or  profits before any penalty or interest accrues thereon,
and  all  claims  (including,  without limitation, claims for labor, services,
materials  and  supplies) for sums which by law might be a lien or charge upon
any  of  its assets, provided that (unless any material item or property would
be  lost,  forfeited or materially damaged as a result thereof) no such charge
or  claim  need  be paid if it is being diligently contested in good faith, if
Bank  is  notified  in  advance  of  such  contest,  and if GAC establishes an
adequate reserve or other appropriate provision required by generally accepted
accounting  principles  and  deposits  with  Bank  cash  or  bond in an amount
acceptable  to  Bank.

     7.           Financial Covenants.  During the term of the Facility, GAC
hereby agrees to maintain the following ratios, percentages, or minimum dollar
amounts,  as  applicable,  on  a  consolidated  basis:

          (a)          (Minimum)  Net  Worth:                      $20,000,000
          (b)          (Maximum)  Debt  Ratio:                      5.0 to 1.0
          (c)          (Maximum)  Rolling  Average  Delinquency:          7.0%
          (d)          (Maximum)  Rolling  Average  Charge-Off:          1.4%


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          The  respective  meanings  of the foregoing financial terms shall be
interpreted  in  conformity  with  those  terms  as used in the GECC Facility.

     8.            Existence/Qualification.  Borrower agrees to maintain its
corporate  existence  and at all times to be qualified to transact business in
all  jurisdictions  in  which  it  presently  transacts  business  and  such
qualification  is  required.

     9.                 Compliance with Laws.  GAC agrees to comply with all
federal,  state  and  local  laws,  rules,  ordinances, regulations and orders
applicable  to  GAC  or  its  assets (collectively, "Laws"), including but not
limited  to  all  Laws regulating the environment, health, safety, securities,
and  the  sales  and  financing  of motor vehicles in all respects material to
GAC's  business,  assets  or  prospects,  and  immediately  notify Bank of any
violation  of  any such Laws or any complaint or notifications received by GAC
regarding  any  such  Laws.

     10.                Depository Services.  So long as any Obligations are
outstanding,  GAC  agrees  to  maintain  with  Bank its retail lockbox account
established  in  connection  with  the Indebtedness in favor of GECC under the
GECC  Facility.

     11.              Indebtedness.  Except for the Indebtedness in favor of
GECC  under  the  GECC  Facility,  any  Indebtedness that is unsecured, or any
Indebtedness  incurred in the ordinary course of business for small leases and
loans  in  individual  amounts  not exceeding $50,000 and in the aggregate not
exceeding $500,000, GAC agrees not to incur, create, assume or permit to exist
any  additional  Indebtedness for borrowed money (other than the Obligations).

     12.          Pledge or Encumbrance of Assets.  Other than the Permitted
Liens,  GAC  agrees  not to create, incur, assume or permit to exist, arise or
attach  any  Lien  in  any  present  or  future  Motor  Vehicle  Inventory.

     13.            Guarantees and Loans.  GAC agrees that it will not enter
into any direct or indirect guarantees other than by endorsement of checks for
deposit  or other than in the ordinary course of business nor make any advance
or  loan other than in the ordinary course of business as presently conducted,
including,  without  limitation,  loans  and  advances  to  employees  of GAC.

     14.            Merger Disposition of Assets; Sale of Stock.  GAC agrees
that  it  will  not (a) change its capital structure, (b) merge or consolidate
with  any  corporation,  (c)  amend or change its Articles of Incorporation or
Code  of Regulations/Bylaws, (d) sell, transfer or otherwise dispose of all or
any  substantial  part of its assets, whether now owned or hereafter acquired,
(e) permit the direct or indirect sale or transfer of a majority of the voting
stock  of  GAC,  or  (f)  permit  GAC  to  purchase its own stock; provided,
however,  the foregoing prohibitions shall not prohibit GAC from undertaking
the  securitization  and  sale  of  its  portfolio of retail installment sales
contracts  evidencing  the  sale  of  motor  vehicles.

     15.            Management.  GAC agrees that either Russell E. Algood or
Malvin  L. Algood will remain actively employed by GAC and actively engaged in
the  management  of  GAC.


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     16.                 Representations on Schedule I.  GAC states that the
representations  and  warranties contained in Schedule I hereto entitled the
"Specific Representation Schedule" are true and correct as of the date hereof.
 Further,  by  making  a  request for a Revolving Loan hereunder, GAC shall be
deemed to have reaffirmed the truth and correctness of the representations and
warranties  contained  in  Schedule  I  as  of  the  date  of  such request.

     17.          Provisions Concerning Motor Vehicle Inventory.  GAC agrees
that:

               (a)    the  Motor  Vehicle  Inventory  subject  to  Bank's Lien
hereunder  will  be held by GAC for the sole purpose of storing and exhibiting
the  same  for  sale  or  resale  in  the  ordinary  course of GAC's business.

               (b)    GAC  will  keep  its  Motor Vehicle Inventory subject to
inspection  by  Bank  at all reasonable times, and to pay Bank for any and all
out-of-pocket  expenses  incurred  by  Bank  in  connection  with  periodic
unannounced  audits  of GAC's Motor Vehicle Inventory, such payment to be made
by  GAC  within  10  days  after  written  demand  therefor  by  Bank.

               (c)    if  any  of  the Motor Vehicle Inventory is evidenced or
represented  by  a document of title, Bank may, at its discretion, require GAC
to  deliver  that  document  of  title  to  Bank.

               (d)    prior  to the occurrence of an Event of Default, GAC may
use, consume, and sell the Motor Vehicle Inventory in any lawful manner in the
ordinary course of its business (which shall not include sales subject to bulk
transfer  laws  or  transfers  in  partial  or  total satisfaction of a debt).

               (e)   GAC will keep accurate records pertaining to each unit of
the  Motor  Vehicle Inventory in accordance with generally accepted accounting
principles and to furnish Bank, from time to time, upon Bank's request, a true
and  complete itemization thereof and/or report of all sales of any and all of
GAC's  Motor  Vehicle  Inventory.   Bank shall have the right, at any time and
from  time  to  time,  to  examine  the  books  and records of GAC, copy, make
abstracts  from  any  such  books and records and such other information which
might  be  helpful to Bank in evaluating the status of the Revolving Loans and
to  verify  GAC's  financial  condition  or  existence.

               (f)    the  risk  of  loss  or  damage  to  GAC's Motor Vehicle
Inventory  shall at all times be on GAC, who agrees to hold Bank harmless from
any  loss  resulting  therefrom.    Insurance  proceeds may be applied by Bank
towards  payment  of  the  Obligations,  whether  or not due, in such order of
application  as  Bank  may  determine, and no insurance coverage or payment of
proceeds  thereof  shall  otherwise  relieve  GAC from any of the Obligations.

     18.           Filing.  GAC agrees to execute and deliver such financing
statements,  amendments  thereto,  supplements thereto or other instruments as
Bank  may,  from  time  to  time,  require  in order to preserve, protect, and
enforce  the  Lien of Bank in the Collateral and to reimburse Bank for any and
all  fees  and  taxes  advanced  by  Bank  in  connection  therewith.

     19.           Powers.  Bank is hereby appointed GAC's attorney-in-fact,
and  in  connection  therewith,  the  following  powers are given to Bank, are
coupled  with  an interest, are irrevocable until the Obligations are paid and
satisfied  in  full  and  the  Facility is terminated, and may be exercised by
Bank,  in  its  sole discretion, from time to time and at any time, whether or
not  GAC  is  in  Default  hereunder:

               (a)    To perform any obligation of GAC hereunder in GAC's name
or  otherwise,  including  obligations  to prepare, execute, file, and deliver
financing  statements,  amendments  thereto,  supplements  thereto  or  other
instruments;  to endorse and deliver insurance claims; to release security; to
resort to security in any order; and to do all acts and things and execute all
documents  in  the  name  of GAC as deemed by Bank to be necessary, proper and
convenient  in connection with the preservation, perfection, or enforcement of
its  rights  hereunder.

               (b)    Bank may, upon the occurrence of an Event of Default, to
protect the Collateral: obtain insurance, pay taxes, assessments, liens, fees,
charges  or  encumbrances;  or  order and pay for repairs or spend any amounts
necessary to maintain the Collateral in GAC's exclusive possession and in good
condition.  All amounts so extended by Bank shall be added to the Obligations,
with  interest  to  accrue  thereon  at  the  Default  Rate,  from the date of
expenditure  until  paid.

               (c)    Subject  to  Section 2(f) of this Agreement, all amounts
received  by  Bank may be applied on such of the Obligations and in such order
as  Bank,  in  its  sole  discretion,  shall  determine.

     20.             Miscellaneous Fees and Charges Due Bank.  GAC agrees to
pay  Bank,  in addition to those specified hereinabove, the following fees and
charges,  as  specified  hereinbelow:

               (a)    a  one-time  commitment  fee of $4,500, payable upon the
execution  and  delivery  hereof  by  GAC;

               (b)    legal  fees  for outside counsel retained by Bank in the
preparation  and  negotiation  of  this Agreement and related documents and to
represent  the  Bank  at  the closing of the transactions contemplated hereby,
payable  upon  the  execution  and  delivery  hereof  by  GAC;  and

               (c)   all reasonable expenses of any kind whatsoever, including
attorneys'  fees,  incurred  by  Bank  in  the  preservation,  realization,
enforcement or exercise of its  rights, remedies, or powers hereunder or under
applicable  law,  payable  upon  demand  by  Bank.

     21.                    Conditions  Precedent.

               21.1       Conditions to Closing.  As conditions precedent to
Bank's  offering  of  the  Facility  or permitting the making of any Revolving
Loans  under  this  Agreement:

               (a)    GAC  may  not be in Default under any other Indebtedness
(excluding,  however,  any  default  that  has  been  addressed  in  a written
forbearance agreement between GAC and GECC in effect as of the date hereof and
as  such  forbearance  agreement  may  be  amended  from  time  to  time);

               (b)   GAC shall have paid to Bank the sums described in Section
20(a)  and  20(b)  hereof;

               (c)    GAC  shall have delivered to Bank a favorable opinion of
counsel,  in form and substance satisfactory to Bank, addressing those matters
reasonably  requested  by  Bank;

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               (d)    GAC  shall  have  delivered  to Bank the certificates of
insurance  referenced  in  Section  5  hereof;

               (e)    GAC  shall  have executed and delivered to Banking those
financing  statements  requested  by  Bank;

               (f)  GAC shall have delivered to Bank (i) appropriate corporate
resolutions  approving,  in  all  respects,  the  execution,  delivery,  and
performance  of  this  Agreement  (ii)  copies  of  its  current  articles  of
incorporation  and  bylaws, and (iii) a recent Certificate of Existence issued
by  the  Secretary  of  State  of  the  State  of  Indiana;

               (g)    Bank shall have received from GECC an executed facsimile
of  an  Intercreditor  Agreement  between Bank and GECC, in form and substance
satisfactory  to  Bank;  and

               (h)    GAC  shall  have  delivered  to  Bank  such  additional
information,  materials,  and  documents  as  Bank  may  reasonably  request.

               21.2        Conditions to Each Revolving Loan.  As conditions
precedent  to  the  making  of  each  Revolving  Loan  under  this  Agreement:

               (a)    GAC  shall  be  in  compliance  with each and all of its
covenants  and  agreements  herein  as of the date each such Revolving Loan is
requested;

               (b)    GAC shall not be in Default under any other Indebtedness
(excluding,  however,  any  default  that  has  been  addressed  in  a written
forbearance agreement between GAC and GECC in effect as of the date hereof and
as  such  forbearance  agreement  may  be  amended  from  time  to  time);

               (c)  All of the representations and warranties contained herein
are  true,  accurate, and correct in all material respects as of the date each
such  Revolving  Loan  is  requested;  and

               (d)    The  aggregate  outstanding  principal  balance  of  the
Facility after giving effect to such Revolving Loan will not exceed the lesser
of  the  Limit or the borrowing base formula contained in Section 2(b) hereof.

          By  requesting  a  Revolving  Loan under this Agreement, GAC will be
deemed  to have certified the occurrence or existence of each of the foregoing
conditions  precedent.

     22.           Payment Obligations.  GAC agrees to pay to Bank or to its
order  the  sums  specified  herein at the times specified herein, all without
relief  from  any  otherwise  applicable valuation and appraisement laws.  GAC
hereby  waives  presentment  for payment, demand, notice of dishonor, protest,
notice  of  protest,  and all other demands and notices in connection with the
delivery,  performance,  and enforcement of this Agreement and any extensions,
modifications,  or  renewals  of  this  Agreement.

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     23.            Rights and Remedies.  Upon the occurrence of an Event of
Default and at any time thereafter, Bank may, at its option and without notice
to  GAC,  declare  all  of  the  Obligations to be immediately due and payable
and/or cease making Revolving Loans hereunder, and Bank shall have the rights,
options, duties and remedies of a secured party, and GAC shall have the rights
and  duties of a debtor under the Uniform Commercial Code.  Without limitation
thereto,  Bank  shall  have  the  following  specific  rights;  Bank  may:

               (a)   enter any premises of GAC, with or without legal process,
and take possession of the Collateral and remove it and any records pertaining
thereto  and/or  remain  on  such  premises  and  use  it  for  the purpose of
collecting,  preparing  and  disposing  of  the  Collateral;

               (b)  take immediate possession of the Collateral without notice
or  resort  to  legal  process,  or  at  its  option to render such Collateral
unusable;

               (c)  require GAC to assemble the Collateral or any part thereof
and make it available to Bank at a place, to then be designated by Bank, which
is  reasonably  convenient  to  both  parties;

               (d)   at its sole option, retain the Collateral in satisfaction
of  the  obligations  secured  hereunder  by  sending  written  notice of such
election  to GAC; but unless such written notice is sent by Bank as aforesaid,
retention  of  said Collateral shall not be in satisfaction of any Obligations
hereunder;

               (e)    apply  the  proceeds  realized  from  disposition of the
Collateral  according  to law and to payment of costs of collection, including
reasonable attorneys' fees and legal expenses incurred by Bank, whether or not
suit  be  filed.   If the proceeds realized from disposition of the Collateral
shall fail to satisfy all the Obligations in full, GAC shall forthwith pay any
deficiency  balance  to  Bank;

               (f)    ship,  reclaim, recover, finish, maintain and repair the
Collateral  or  any  part  thereof;  and

               (g)    sell  the  Collateral  or  any part thereof at public or
private sale, and GAC will be credited with the net proceeds of such sale only
when  they are actually received by Bank, any requirement of reasonable notice
of any disposition of such Collateral will be satisfied if such notice is sent
to  GAC  10  days  prior  to  such  disposition.

          GAC  will,  upon  request,  assemble  the Collateral and any records
pertaining  thereto and make them available at a place designated by Bank.  No
remedy  set  forth  herein  is  exclusive  of  any  other  available remedy or
remedies,  but  each is cumulative and in addition to every other remedy given
under  this  Agreement  or now or hereafter existing at law or in equity or by
statute.    Bank may proceed to protect and enforce its rights by an action at
law,  in  equity  or  by any other appropriate proceedings.  No failure on the
part  of  Bank to enforce any of the rights hereunder shall be deemed a waiver
of  such  rights  or  of  any  Event  of Default and no waiver of any Event of
Default  hereunder  will  be  deemed to be a waiver of any subsequent Event of
Default.    Any  written  notice  required  to  be  given to GAC, if mailed by
ordinary  mail  postage  prepaid to GAC's mailing address given below shall be
deemed  reasonable  notification.

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     24.                    Miscellaneous  Provisions:

               (a)    All  rights  of  Bank  shall inure to the benefit of its
successors  and  assigns  and  all  obligations  of  GAC shall bind the heirs,
executors,  administrators,  successors  and  assigns  of  GAC.

               (b)    Excepted  as  may  be  restricted  in  any Intercreditor
Agreement between GECC and Bank, GAC acknowledges and agrees that, in addition
to  the security interests granted herein, Bank has a banker's lien and common
law  right  of  set-off in and to GAC's deposits, accounts and credits held by
Bank  and  Bank  may  apply or set-off such deposits or other sums against the
Obligations upon the occurrence of an Event of Default; provided, however,
such  rights  may  not  be  exercised  against  any  Subsidiary  Account.

               (c)    This  Agreement  contains  the  entire  Agreement of the
parties  and  no  oral  Agreement  whatsoever,  whether made contemporaneously
herewith  or  hereafter,  shall amend, modify or otherwise affect the terms of
this  Agreement.

               (d)    This  Agreement and all rights and liabilities hereunder
shall be governed and limited by and construed in accordance with the internal
laws  of  the State of Indiana, except to the extent laws governing perfection
and  the effect of perfection or nonperfection and remedies against Collateral
located  outside  of  the  State  of  Indiana  may  be  mandatorily effective.

               (e)    Any  provision  herein  which  may  prove  limited  or
unenforceable  under  any law or judicial ruling shall not affect the validity
or  enforceability  of  the  remainder  of  this  Agreement.

               (f)   All representations, warranties, covenants and agreements
made  by GAC herein will survive the execution and delivery of this Agreement.

               (g)  GAC agrees that the state and federal courts in the County
of  Bank's  principal  place  of  Business,  or  any other court in which Bank
initiates proceedings have exclusive jurisdiction over all matters arising out
of  this Agreement, and that service of process in any such proceeding will be
effective  if  mailed to GAC at its mailing address given below.  BANK AND GAC
HEREBY  WAIVE  THE  RIGHT  TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS
AGREEMENT  OR  THE  TRANSACTIONS  CONTEMPLATED  HEREBY.

     IN  WITNESS  WHEREOF,  GAC and Bank have executed this Agreement by their
duly  authorized  officers  as  of  the  date  first  above  written.

FIFTH  THIRD                                                GENERAL ACCEPTANCE
BANK  OF  CENTRAL  INDIANA                              CORPORATION
251  North  Illinois  Street,  Suite  1000          1025 Acuff Road, Suite 400
Indianapolis,  Indiana  46204                       Bloomington, Indiana 47404



By:            /s/   Jonathan O. Speers               By:        /s/ Martin C.
Bozarth
     Jonathan  O. Speers, Vice President                    Martin C. Bozarth,
Chief  Financial
                                             Officer

STATE  OF  INDIANA                    )
          )    SS:
COUNTY  OF  MARION                    )

     Before  me, a Notary Public, in and for said County and State, personally
appeared  Martin  C.  Bozarth,  Chief  Financial Officer of General Acceptance
Corporation,  who  executed the foregoing instrument in my presence, this 27th
day  of  August,  1996.

     Witness  my  hand  and  Notarial  Seal  this  27th   day of August, 1996.

            /s/      Penny  M.  Witte            Notary  Public

     residing  in                      Hamilton          County,  Indiana

My  Commission  Expires:

      8-27-96


<PAGE>
                                EXHIBIT "A"

     DEFINITIONS

     As  used  in  this Agreement and/or herein, the following terms will have
the  meanings  set  forth  below:

          "Advances" means those sums designated in Sections 18, 19, and 20 of
this Agreement as well as those other fees and charges due Bank from GAC under
this  Agreement,  except  interest.

          "Borrowing Base Certificate" means a report required to be submitted
monthly  to  GECC  and  Bank  in  the  form  of Exhibit B to this Agreement.

          "Business  Day"  means  a  day  on  which  Bank  is  open to conduct
substantially  all  of  its  business.

          "Default"  means any Event of Default or the occurrence of any event
which would be an Event of Default upon the passage of time and the failure to
cure  within  any  applicable  cure  period.

          "Default  Rate"  means  a rate of interest equal to 400 basis points
above  the  Prime  Rate,  as  established  from  time  to  time.

          "Eligible  Inventory"  means the Motor Vehicle Inventory of GAC that
has  been  in  possession  of GAC or its designee(s) for less than six months.

          "Event  of  Default"  means  any  of  the  following  events:

          (a)   any representation or warranty herein by GAC is incorrect when
made  or  reaffirmed;

          (b)    GAC  fails  to  keep  its  Motor Vehicle Inventory insured as
required in this Agreement or a material uninsured damage to or loss, theft or
destruction  of  the  Collateral;

          (c)    GAC  fails  to  make any required payment of principal and/or
interest  within  seven  (7)  days  of  its  scheduled  due  date;

          (d)    GAC  fails  to observe or perform any covenant, condition, or
agreement  in  the  Agreement and the failure or inability of GAC to cure such
failure  within  30  days of the occurrence thereof, provided that such 30 day
grace  period  will  not apply to (i) a breach of any covenant which in Bank's
good  faith  judgment  is  incapable  of  cure,  (ii)  any failure to maintain
insurance  or  permit inspection of the Motor Vehicle Inventory or GAC's books
and  records,  (iii)  a  payment  default described in clause (c), or (iv) any
breach  of  any  covenant  that  has  already  occurred;

          (e)   the occurrence of an Event of Default under the GECC Facility;

          (f)  the modification of or the amendment to the GECC Facility as in
effect  on the date hereof, without prior written notice to and the consent of
Bank  (which  consent  shall  not  unreasonably  be  withheld);

          (g)    the  providing  of  misleading,  untruthful  or  materially
inaccurate  information  on  any  Borrowing  Base  Certificate;

          (h)          the  failure  of  GECC to provide Bank with an executed
original  of  the  Intercreditor Agreement between Bank and GECC referenced in
Section  21.1(g)  of  this  Agreement within three days after the date of this
Agreement;  or

          (i)    the occurrence of a Material Adverse Change in GAC's business
operations,  financial  condition,  or  financing  activities.

          "GECC"  means  General  Electric  Capital  Corporation.

          "GECC  Facility"  means  the  "Loan and Security Agreement" together
with  the  Loan  Documents  defined  therein  between  GECC  and  GAC  Credit
Corporation  dated on or about May 1, 1992, as such may be amended or modified
from  time to time, and includes any replacement to such loan facility entered
into  between  GECC  and  GAC.

          "Indebtedness"  means  (a) all items (except items of capital stock,
of  capital  surplus, of general contingency reserves or of retained earnings,
deferred  income taxes, and amount attributable to minority interests, if any)
which  in  accordance  with  generally accepted accounting principles would be
included  in determining total liabilities on a consolidated basis as shown on
the  liability side of a balance sheet as of the date on which Indebtedness is
to  be  determined, (b) all indebtedness secured by any mortgage, pledge, lien
or  conditional  sale or other title retention agreement to which any property
or  asset  owned  or  held is subject, whether or not the indebtedness secured
thereby  will  have  been  assumed (excluding non-capitalized leases which may
amount  to  title  retention agreements but including capitalized leases), and
(c)  all  indebtedness  of  others which GAC or any subsidiary had directly or
indirectly  guaranteed,  endorsed (otherwise than for collection or deposit in
the  ordinary  course of business), discounted or sold with recourse or agreed
(contingently or otherwise) to purchase or repurchase or otherwise acquire, or
in respect of which GAC or any subsidiary has agreed to apply or advance funds
(whether by way of loan, stock purchase, capital contribution or otherwise) or
otherwise to become directly or indirectly liable; provided, however, such
term  excludes  any  indebtedness  of GAC under that certain existing lease of
GAC's  corporate  headquarters between Russell E. Algood  as lessor and GAC as
lessee.

          "Lien"  means  any  security interest, mortgage, pledge, assignment,
lien  or  other encumbrances of any kind, whether consensual or nonconsensual,
including  interests  of  vendors or lessors under conditional sales contracts
and  capitalized  leases.

          "Loanable Vehicle" means a Repossessed Vehicle, a Purchased Vehicle,
or  a Trade-In Vehicle which is designated as a "Loanable Vehicle" by GAC in a
Borrowing  Base  Certificate  submitted  to  GECC  and  Bank.

          "Material  Adverse Change" means a change which Bank, in good faith,
determines  will  or  might have a material adverse impact on GAC's ability to
meet  and  satisfy  the  Obligations.

          "Motor Vehicle Inventory" means all vehicles of GAC held or acquired
for  ultimate  sale or resale, whether now owned or hereinafter acquired, that
are  Repossessed  Vehicles,  Purchased  Vehicles  or  Trade-In  Vehicles.

          "Permitted  Liens"  mean  the  Lien  of GECC under the GECC Facility
against  the  Motor Vehicle Inventory and the unexpired right of redemption by
an  existing  customer  of  GAC,  in  the  case  of  a  Repossessed  Vehicle.

          "Prime  Rate"  means  the rate of interest per annum announced to be
its  prime  rate  from  time  to  time  by  Bank  at  its  principal office in
Indianapolis,  Indiana, whether or not Bank will at times lend to borrowers at
lower  rates  of  interest., or, if there is no such prime rate, then its base
rate  or  such  other  rate  as may be substituted by Bank for the prime rate.

          "Purchased  Vehicle"  means  a  vehicle which is acquired by GAC for
resale,  other  than  a  Repossessed  Vehicle  or  a  Trade-In  Vehicle.

          "Repossessed  Vehicle"  means a vehicle previously sold and financed
by GAC (or a vehicle whose sale was financed by GAC but sold by a third party)
the possession of which has been reacquired or acquired, as applicable, by GAC
pursuant  to  voluntary  or  involuntary  repossession  (whether  or  not  the
applicable  redemption  period  with  respect  to  such  vehicle has expired).

          "Subsidiary  Account" means any account maintained at Bank under the
name  of  a  subsidiary  of  GAC.

          "Trade-In Vehicle" means a vehicle which is acquired by GAC on trade
in  connection  with  the  sale  to  a  customer of a Repossessed Vehicle or a
Purchased  Vehicle  or  any  vehicle  which  is  acquired  by  GAC  on  trade.

          "Vehicle  Report" means a report, in form and substance satisfactory
to  Bank,  that  is  to  be  attached  to  each  Borrowing  Base  Certificate.


<PAGE>

     EXHIBIT  "B1"

     BORROWING  BASE  CERTIFICATE

Date  of  Certificate:
Based  upon Vehicle Report dated:                          (attached hereto)


Value  of Eligible Inventory of Loanable Vehicles This Period               $


Number  of  Units  in  Eligible  Inventory  of  Loanable  Vehicles This Period


Value  of  Eligible  Inventory  of  Loanable  Vehicles  This  Period        $

     x  50%  =                                                              $

$400  x  Number  of  Units  in  Eligible  Inventory  of  Loanable
     Vehicles  This  Period  =                                        +     $

Maximum Revolving Loan Principal this Period     Subject to $4,500,000 Overall
Limit.                                        =          $


     By  submitting  this  Borrowing  Base  Certificate  to GECC and Bank, the
undersigned  Chief  Financial Officer of GAC hereby certifies that to the best
of  his  knowledge  and  belief,  the  foregoing  information  is accurate and
complete  and,  unless specifically disclosed herein or herewith, there exists
no  Default under the Agreement or any other Indebtedness (excluding, however,
any default that has been addressed in a written forbearance agreement between
GAC  and GECC).  (Capitalized terms used herein have the meanings set forth in
the  Revolving  Loan  &  Security Agreement between GAC and Bank to which this
Borrowing  Base  Certificate  relates.)

     Dated  this            day  of                    ,  199          .

                              GENERAL  ACCEPTANCE  CORPORATION


                              By:
                                             Martin  C.  Bozarth,  Chief
Financial  Officer


<PAGE>

                                EXHIBIT "B2"
                                      
                  ADVANCE REQUEST CONFIRMATION CERTIFICATE

Fifth  Third  Bank  of  Central  Indiana
251  North  Illinois  Street,  Suite  1000
Indianapolis,  IN  46204

Gentlemen:

Pursuant  to  the Revolving Loan & Security Agreement dated August 27, 1996 by
and  between  General Acceptance Corporation ("Borrower") and Fifth Third Bank
of Central Indiana ("Lender"), application is hereby made for a Revolving Loan
advance  in  the  principal  amount of $               .  Borrower's records
indicate  that the principal balance of advances to the date hereof, exclusive
of  the  advance hereby requested, totals $                     and that the
total  outstanding  indebtedness (including the advance requested hereby) will
not  exceed  the  "Maximum Revolving Loan Principal this Period", per the most
recent  Borrowing  Base  Certificate, and in no event more than $4,500,000.00.

     Please  disperse  the  advance  as  follows:


     (       ) by wire transfer to Account #                in the name of
GE  Capital  Corporation  with                                              
(bank  name).


     (      ) by issuing an official Bank check in the amount of the advance
hereby  requested made payable to                                            
 .


     (          )  by  crediting  the  advance to Account #               
maintained  by  Borrower  with  Lender.


     (       ) by crediting Account #                     maintained by GE
Capital  Corporation  with  Lender.

     By  making  this request, the undersigned certifies on behalf of Borrower
that  no  Event  of  Default,  as this term is defined in the Revolving Loan &
Security  Agreement,  has  occurred  and  is  continuing.


                              GENERAL  ACCEPTANCE  CORPORATION

                              By:

Date:                                                          Printed Name:

                              Title:


<PAGE>
                                EXHIBIT "C"
                                      
     DESCRIPTION  OF  COLLATERAL

     This Revolving Loan & Security Agreement covers the following property of
GAC  whether now owned or existing or hereafter acquired or arising regardless
of  where it is located (collectively referred to herein as the "Collateral").

          (a)    all  accounts,  accounts  receivable,  contract  rights,
instruments,  documents,  chattel  paper,  and  all  obligations  in  any form
including  but  not limited to those arising out of the sale or lease of goods
or  the  rendition  of services by GAC; all guaranties, letters of credit, and
other  security for any of the above; all merchandise returned to or reclaimed
by GAC, and all books and records (including computer programs, tapes and data
processing  software)  evidencing  an  interest  in  or relating to the above.

          (b)    all  equipment,  machinery,  machine  tools, fixtures, office
equipment, furniture, furnishings, motors, motor vehicles, tools, dies, parts,
jigs, goods (including, without limitation, each of the items of equipment set
forth  on any schedule which is either now or in the future attached to Bank's
copy  of  this  Agreement),  and  all  attachments,  accessories,  accessions,
replacements,  substitutions,  additions  and  improvements  thereto,  and all
supplies  used  or  useful  in  connection  therewith.

          (c)    all general intangibles, chooses in action, causes of action,
obligations  or  indebtedness  owed to GAC from any source whatsoever, and all
other  intangible  personal  property  of  every  kind  and nature (other than
Accounts)  including  without  limitation  patents,  trademarks,  trade names,
service marks, copyrights and applications for any of the above, and goodwill,
trade  secrets,  licenses,  franchises,  rights  under  agreement,  tax refund
claims,  and  all  books  and  records including all computer programs, disks,
tapes,  printouts,  customer  lists,  credit  files  and  other  business  and
financial  records,  and  the  equipment  containing  any  such  information.

          (d)    all  inventory  (including  motor  vehicle inventory wherever
located),  goods,  supplies,  wares,  merchandises and other tangible personal
property,  including raw materials, work in progress, supplies and components,
and  finished  goods,  whether  held  for sale or lease, or furnished or to be
furnished  under  any contract for service, and also including products of and
accessions  to inventory, packing and shipping materials, and all documents of
title, whether negotiable or non-negotiable representing any of the foregoing.

          (e)    all proceeds and products of the Collateral and all additions
and accessions to, replacements of, insurance or condemnation proceeds of, and
documents  covering  the  Collateral,  all  tort or other claims against third
parties  arising  out  of  damage  or  destruction of Collateral, all property
received  wholly  or partly in trade or exchange for Collateral, all fixtures,
all leases of Collateral and all rents, revenues, issues, profits and proceeds
arising  from  the sale, lease, license, encumbrance, collection, or any other
temporary or permanent disposition, of the Collateral or any interest therein.

          (f)   all instruments, chattel paper, documents, investment property
(including,  securities  whether  certificated  or  uncertificated,  security
entitlements,  securities  accounts,  commodity  contracts,  and  commodity
accounts), money, cash, letters of credit, warrants, dividends, distributions,
contracts,  agreements,  contract rights or other property, owned by GAC or in
which  GAC  has an interest, including but not limited to, those which now are
or  at  any  time hereafter will be in the possession or control of Bank or in
transit  by  mail or carrier to or in the possession of any third party acting
on behalf of Bank, without regard to whether Bank received the same in pledge,
for  safekeeping,  as  agent  for  collection  or transmission or otherwise or
whether  Bank  had  conditionally released the same, and the proceeds thereof,
all  rights  to  payment  from,  and  all claims against Bank, and any deposit
accounts  of  GAC  with Bank, including all demand, time, savings, passbook or
other  accounts  (excluding, however, any Subsidiary Account) and all deposits
therein.

<PAGE>
     SCHEDULE  I

     SPECIFIC  REPRESENTATION  SCHEDULE

     1.          The  exact  legal  name  of  Borrower is: General Acceptance
Corporation          .

     2.        If Borrower has changed its name since it was incorporated, its
past  legal  names  were:  GAC  Credit  Corporation          .

     3.      Borrower uses in its business and owns the following trade names:
G.A.C.  Sales  Outlet;  Auto  Sales  Outlet          .

     4.       Borrower was incorporated on May 6, 1988     , under the laws
of  the  State  of  Indiana     , and is in good standing under those laws.

     5.          Borrower  is  qualified to transact business in the following
states:  Indiana;  Illinois; Ohio; Florida; Missouri; Michigan; Pennsylvania;
Kentucky;  Georgia;  Arizona;  New Jersey; Colorado; Delaware; Iowa; Maryland;
Nevada;  New  Mexico;  North  Carolina;  Virginia;  Washington

          .

     6.         Borrower has its chief executive office and principal place of
business  at:  1025  Acuff  Rd.,  Bloomington,  Indiana  47404          .
Borrower  maintains  all of its records with respect to the Collateral at that
address,  except:  None
          .

     7.       Borrower also has places of business at the locations specified
in  Attachment  No.  1  and  Attachment  No.  2  hereto          .

     8.          All  of  the  Motor  Vehicle Inventory will be located at the
locations  set forth above, except: the locations specified in Attachment No.
3  hereto
          .

     9.        In the past five years, Borrower has never maintained its chief
executive office or principal place of business or records with respect to the
Motor  Vehicle  Inventory  at  any  locations except those set forth above and
except  5015  W.  State  Road  46,  Bloomington,  Indiana  47404          .

     10.       Borrower's equipment and fixtures are located at the locations
specified  in  No.  6  (above)  and  in  Attachment No. 1 and Attachment No. 2
hereto          .

     11.      The following entities (a) have been merged into Borrower or (b)
have  sold  substantially all of their assets to Borrower outside the ordinary
course of their business since Borrower was incorporated: Algood Motor Co.  
  .

     12.          Borrower does not have any subsidiaries, or own stock in any
other  corporations, or own an interest in any partnerships or joint ventures,
except:  General  Acceptance  Corporation  Reinsurance,  LTD
                                                            .

     13.     Borrower is not a plaintiff or defendant in any litigation except
as  follows:  See  Attachment  No.  4  hereto          .

















































                                Exhibit 10.67
<PAGE>

                              PROMISSORY NOTE
                                      
                                                       Date: October 15, 1996
                                                       Due:  Demand
                                                       Amount:  $1,000,000.00


     For  Value  Received, the undersigned, General Acceptance Corporation, an
Indiana Corporation (Borrower) promises to pay to the order of M. L. Algood at
Bloomington,  Indiana,  or such other place as the holder hereof may designate
in writing, the principal sum of one million dollars or so much thereof as may
be  advanced  and outstanding from time to time, together with interest on the
unpaid  principal  balance  existing  from  time  to  time:
(1)          From  the  date  of  delivery  hereof  until maturity, whether by
acceleration  or  otherwise  at  the  rate  of  12%.

     Accrued  interest shall be due and payable on the first day of each month
commencing  November  1,  1996.
     In  any  and  all events the entire remaining unpaid principal balance of
the  Note,  together  with  any  remaining accrued but unpaid interest thereon
shall  be  due  and  payable  on  demand.

     Interest  shall  accrue  on  the basis of a three hundred sixty (360) day
year  and  be  paid  for  the  actual  number  of  days  outstanding.

     Borrower  may  prepay  the outstanding principal of this Note in whole or
part  without  premium

or  penalty.

                                      1
<PAGE>

     If  default  is made in the payment of any installment or installments of
interest  or  principal  and interest, as herein provided, when due, or in the
performance of any of the terms, agreements, covenants or conditions contained
in the Note or under any other agreement Borrower has then in any such events,
or  at  any time thereafter, the entire principal of this Note, irrespectively
of  the maturity date specified herein, together with attorney's fees incurred
in collection or enforcing payment or performance hereof and interest from the
date  of  such  default  on the unpaid principal balance hereof at the default
rate  hereinabove  specified,  shall at the election of the holder hereof, and
without relief from valuation or appraisement laws, become immediately due and
payable.

     The  rights  and  remedies  of the holder hereof as provided in this Note
shall be cumulative and concurrent, and may be pursued singly, successively or
together.  The failure to exercise any such right or remedy on any one or more
occasions  shall  in  no  event be constructed as a waiver of the right to the
later  exercise  thereof,  or  as  the  release  thereof.

     Borrower  waives  demand,  presentment  for  payment, notice of dishonor,
protest  and  notice  of  protest, and expressly agrees that this Note and any
payment  coming  due under it may be extended or otherwise modified, from time
to  time  without  in  any  way  affecting  its  liability  hereunder.

     This  note  shall be constructed according to and governed by the laws of
the  State  of  Indiana.


                                      2

IN  WITNESS  WHEREOF,  Borrower  has  executed  this Note as of the date first
hereinabove  written.



                                        General  Acceptance  Corporation

                                   BY:          /s/  Martin  C.  Bozarth

                                   Martin  C.  Bozarth                  CFO
                                   Printed  Name                         Title


























                                      3
<PAGE>

















































                                Exhibit 10.68
                                                                             
<PAGE>
                                                                   GE CAPITAL

Asset  Based  Financing
     A  unit  of  General  Electric  Capital  Corporation
1000  Hart  Road,  Suite  345,  Barrington,  IL  60010
800-688-7579




                                                  October  29,  1996

VIA  FACSIMILE  &  FEDERAL  EXPRESS

Mr.  Malvin  Algood
Chief  Executive  Officer
General  Acceptance  Corporation
1025  Acuff  Rd.,  Suite  400
Bloomington,  In  47404

RE:    Loan  &  Security  Agreement  Between  General Acceptance Corporation
           ("Borrower") and General Electric Capital Corporation ("Lender")

Dear  Mr.  Algood:

Reference  is made to that certain Loan and Security Agreement dated as of May
1, 1992, as amended, between Borrower and Lender (the "Loan Agreement") and to
the  Forbearance  Agreement  executed  by  the parties in the form of a letter
dated  March  20,  1996  (the  "Forbearance"),  as  amended,  (together,  the
"Agreement").  All terms used in this letter without definition shall have the
meaning  given  to  such  terms  in  the  Agreement.

Borrower  has  informed  Lender  of  its  desire to liquidate its repossession
inventory on an accelerated basis.  The accelerated liquidation of the subject
inventory  will  cause  Borrower  to exceed the maximum charge-off covenant as
defined  in  the  Agreement.    Conditioned  upon Borrower's acceptance of the
following  terms  and  conditions,  Lender is willing to amend the Forbearance
charge-off  covenant  as outlined on the attached Exhibit E.  Upon acceptance,
Exhibit E of the Forbearance will be deleted in its entirety and a new Exhibit
E  (attached hereto) will be substituted therefore.  Borrower has accepted the
following  conditions  precedent  to  Lender's  amendment  of  the  charge-off
covenant:

1.          Section  2.4  of the Agreement, General Interest Rate, is hereby
amended  to  read  as  follows:

     "2.4  General  Interest  Rate.    Except as modified by Section 2.6 and
15.2,  the  Loan  shall
bear interest, calculated daily on the basis of a 365-day year, at a per annum
rate  equal  to three and three quarters percent (3.75%) plus the LIBOR Rate."

           The  change in the interest rate shall be effective upon acceptance
of  this  letter.

2.          The loan from M. L. Algood ("Algood") to Borrower in the amount of
$1,000,000,  as  evidenced  by  the  Promissory  Note  between  Mr. Algood and
Borrower dated October 15, 1996, will be subordinated in all material respects
to Borrower's loan payable to Lender.  The subordination will remain in effect
until  the  earlier  occurrence  of  either  of  the  following  events:


i.          Borrower reduces its loan obligation to Lender below the amount of
$55,000,000;  or

ii.          Borrower and Lender negotiate and execute a new Loan and Security
Agreement.

     Upon  acceptance  of  this  letter,  Lender  will prepare a subordination
agreement  for
execution  by Algood.  The subject subordination agreement must be executed no
later  than
November  8,  1996.

3.        Should Borrower reduce the loan balance to Lender below $55,000,000,
then Lender will have the right to review and approve any bulk acquisitions of
accounts  in  excess  of  $1,000,000.

All  other terms and conditions of the Agreement shall remain unchanged and in
full  force  and  effect.

                         Very  truly  yours,

                         GENERAL  ELECTRIC  CAPITAL  CORPORATION


                         By:                           /s/ W. Jerome McDermott


                         Its:                           Account Executive-----

Attachment

WJM:jll-10-23JM1.doc

ACKNOWLEDGED  AND  AGREED

GENERAL  ACCEPTANCE  CORPORATION


By:            /s/  Malvin  L.  Algood


Its:                                CEO









                                 EXHIBIT E


                           DELINQUENCY AND LOSSES
                                      
                                      
      Borrower's Rolling Average Delinquency, as defined in subsection (G) of
Section  14.2  of  the  Agreement,  shall not exceed seven percent (7%) in the
measurement  period  beginning  July 1, 1996 through December 31, 1996.  Until
the  first  six  calendar months have elapsed, the Rolling Average Delinquency
shall be computed for the actual number of calendar months which have expired.

     Borrower's  cumulative  monthly  net  charge-off levels for the months of
October  1996  through December 1996 shall not exceed maximum levels set forth
below.


                            Cumulative Net Charge-Off Level
                          Calendar Month-End 1996
                         October          $5,063,000
                         November          $6,626,000
                         December          $8,189,000




10-23JM2.DOC

<PAGE>






















































































<TABLE>

<CAPTION>

                                               GENERAL ACCEPTANCE CORPORATION
                                      Statement Re:  Computation of Per Share Earnings
Exhibit  11.1


THREE MONTHS                                                                   NINE MONTHS
ENDED SEPTEMBER 30,                                                        ENDED SEPTEMBER 30,
----------------------------------------------------------                 -------------------                       
<S>                                                         <C>            <C>                  <C>            <C>
                                                                    1996                                 1995          1996 
                                                            -------------                       -------------  -------------
                                                             (HISTORICAL)                        (HISTORICAL)   (HISTORICAL)
Primary:
     Weighted average shares outstanding                       6,022,000                            6,022,000     6,022,000 
     Net effect of dilutive stock options - based on the
          treasury stock method using the average
          market price                                               ---                               56,839           --- 
     Adjustment for shares required to pay
          undistributed S Corporation earnings using
          the initial public offering price                          ---                                  ---           --- 
     Total weighted average shares outstanding                 6,022,000                            6,078,839     6,022,000 
     Net income (loss)                                      $ (2,357,957)                       $   1,618,504  $ (1,651,285)
     Per share amount                                       $      (0.39)                       $        0.27  $      (0.27)
                                                            =============                       =============  =============
Fully diluted:
     Weighted average shares outstanding                       6,022,000                            6,022,000     6,022,000 
     Net effect of dilutive stock options - based on  the
          treasury stock method using the period-end
          market price, if greater than average market
          price                                                      ---                               63,994           --- 
     Adjustment for shares required to pay
          undistributed S Corporation earnings using
          the initial public offering price                          ---                                  ---           --- 
                                                            -------------                       -------------  -------------
     Total weighted average shares outstanding                 6,022,000                            6,085,994     6,022,000 
     Net income (loss)                                      $ (2,357,957)                       $   1,618,504  $ (1,651,285)
     Per share amount                                       $      (0.39)                       $        0.27  $      (0.27)
                                                            =============                       =============  =============



THREE MONTHS
ENDED SEPTEMBER 30,
----------------------------------------------------------        
<S>                                                         <C>
                                                                    1995
                                                            ------------
                                                             (PRO FORMA)
Primary:
     Weighted average shares outstanding                       5,311,956
     Net effect of dilutive stock options - based on the
          treasury stock method using the average
          market price                                            31,012
     Adjustment for shares required to pay
          undistributed S Corporation earnings using
          the initial public offering price                      287,601
     Total weighted average shares outstanding                 5,630,569
     Net income (loss)                                      $  3,814,241
     Per share amount                                       $       0.68
                                                            ============
Fully diluted:
     Weighted average shares outstanding                       5,311,956
     Net effect of dilutive stock options - based on  the
          treasury stock method using the period-end
          market price, if greater than average market
          price                                                   39,569
     Adjustment for shares required to pay
          undistributed S Corporation earnings using
          the initial public offering price                      287,601
                                                            ------------
     Total weighted average shares outstanding                 5,639,126
     Net income (loss)                                      $  3,814,241
     Per share amount                                       $       0.68
                                                            ============

</TABLE>
Exhibit  11.1