18

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

FORM  10-Q




x          Quarterly  Report Pursuant to Section 13 or 15(d) of the Securities
Exchange  Act  of  1934  for  the  Quarterly  Period
              ended  September  30,  1997.

     Transition  Report  Pursuant  to  Section  13  or 15(d) of the Securities
Exchange  Act  of  1934  for  the  Transition  Period
              From  ______  to  _____.


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



                     Commission File Number:     0-25760



<TABLE>
<CAPTION>


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



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





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




     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 reports), and (2) has been subject to such filing
requirements  for  the  past  90  days.    Yes            x        No  ____

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

     Common  Stock,  no  par  value,  25,000,000  shares authorized, 6,022,000
shares  issued  and  outstanding  as  of  November  11,  1997.

<PAGE>
                                  FORM 10-Q

                              TABLE OF CONTENTS

<TABLE>
<CAPTION>


<S>         <C>                                                                                    <C>  <C>
                                                                                                       Page
                                                                                                       ----
PART I      Financial Information                                                                         3

Item 1.     Financial Statements                                                                          3

            Consolidated Balance Sheets                                                                   3

            Consolidated Statements of Operations                                                         4

            Consolidated Statements of Cash Flows                                                         5

            Notes to Consolidated Financial Statements                                                    6

Item 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations
                                                                                                          9

            Finance Revenues                                                                             10

            Expenses                                                                                     11

            Income Taxes                                                                                 13

            Discontinued Operations                                                                      14

            Liquidity and Capital Resources                                                              15

            Forward-Looking Statements                                                                   17

PART II.    Other Information                                                                            18

Item 1.     Legal Proceedings                                                                            18

Item 2.     Changes In Securities                                                                        18

Item 3.     Defaults Upon Senior Securities                                                              18

Item 4.     Submission of Matters to a Vote of Security Holders                                          18

Item 5.     Other Information                                                                            19

Item 6.     Exhibits and Reports on Form 8-K                                                             19

Signatures                                                                                         20
</TABLE>


<PAGE>
 PART  I
ITEM  1.          FINANCIAL  STATEMENTS
<TABLE>
<CAPTION>

                                   General Acceptance Corporation
                                    Consolidated Balance Sheets


<S>                                                        <C>                   <C>
                                                           SEPTEMBER 30, 1997    DECEMBER 31, 1996
                                                           --------------------  -------------------
                                                                    (UNAUDITED)             (NOTE 1)
ASSETS
Contracts receivable:
     Held for investment                                   $        76,562,726   $       62,263,129 
     Held for sale                                                         ---           54,868,173 
                                                           --------------------  -------------------
                                                                    76,562,726          117,131,302 
Allowance and discount available for credit losses                  (7,484,491)         (10,611,268)
                                                           --------------------  -------------------
Contracts receivable, net                                           69,078,235          106,520,034 

Cash and cash equivalents                                            1,127,174            1,683,429 
Repossessions                                                          938,618            7,534,045 
Purchased and trade automobile inventory                             5,904,543            2,518,069 
Property and equipment, net                                          2,587,988            2,539,135 
Taxes receivable                                                       807,238              568,908 
Prepaid guarantee fee                                               23,286,290                  --- 
Other assets                                                         2,800,801            2,282,654 
                                                           --------------------  -------------------
Total assets                                               $       106,530,887   $      123,646,274 
                                                           ====================  ===================

LIABILITIES
Debt:
     Revolving line of credit                              $        55,201,695   $       93,977,001 
     Bank line of credit                                                   ---            4,500,000 
     Subordinated notes                                             14,750,000            1,000,000 
                                                           --------------------  -------------------
Total debt                                                          69,951,695           99,477,001 

Accounts payable and accrued expenses                                4,229,817            4,650,695 
Accrual for discontinued operations                                  2,600,000                  --- 
Dealer participation reserves available
     for credit losses                                               1,177,256            1,855,223 
                                                           --------------------  -------------------
Total liabilities                                                   77,958,768          105,982,919 

STOCKHOLDERS' EQUITY
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 
Additional paid-in capital                                          24,062,500                  --- 
Retained earnings (deficit)                                        (25,282,954)         (12,129,218)
                                                           --------------------  -------------------
Total stockholders' equity                                          28,572,119           17,663,355 
                                                           --------------------  -------------------
Total liabilities and stockholders' equity                 $       106,530,887   $      123,646,274 
                                                           ====================  ===================
<FN>

     See  accompanying  notes.
</TABLE>


<PAGE>
                        General Acceptance Corporation
                    Consolidated Statements of Operations
                                 (Unaudited)

<TABLE>
<CAPTION>


                                              THREE MONTHS ENDED SEPTEMBER 30,    NINE MONTHS ENDED SEPTEMBER 30,
                                             ----------------------------------  ---------------------------------        
<S>                                          <C>                                 <C>                                <C>
                                                                          1997                               1996           1997 
                                             ----------------------------------  ---------------------------------  -------------
Finance revenues:
     Interest and discount                   $                       3,731,261   $                      7,021,734   $ 13,026,544 
     Ancillary products                                                 64,091                            618,804        161,604 
     Other                                                              55,319                             11,557        444,735 
                                             ----------------------------------  ---------------------------------  -------------
Total finance revenues                                               3,850,671                          7,652,095     13,632,883 

Expenses:
     Interest                                                        1,726,081                          2,184,597      5,375,353 
     Salaries and employee benefits                                    914,924                          1,554,147      3,254,561 
     Marketing                                                          29,829                             66,506        122,370 
     Provision for credit losses                                       200,000                          4,700,000      5,884,000 
     Guarantee fee                                                     776,210                                ---        776,210 
     Other                                                             833,542                          1,519,636      2,491,820 
                                             ----------------------------------  ---------------------------------  -------------
Total expenses                                                       4,480,586                         10,024,886     17,904,314 
                                             ----------------------------------  ---------------------------------  -------------
Income (loss) from continuing
     operations before taxes                                          (629,915)                        (2,372,791)    (4,271,431)
Provision for income taxes                                                 ---                           (949,116)           --- 
                                             ----------------------------------  ---------------------------------  -------------
Income (loss) from continuing
     operations                                                       (629,915)                        (1,423,675)    (4,271,431)
                                             ----------------------------------  ---------------------------------  -------------

Discontinued operations:
     Loss from operations of
          discontinued company-owned
          dealership business                                       (1,579,028)                          (934,282)    (6,282,305)
     Loss on abandonment and sale of
          company-owned dealership
          business,  including provision of
          $700,000 for operating losses
          during phase-out period                                   (2,600,000)                               ---     (2,600,000)
                                             ----------------------------------  ---------------------------------  -------------
                                                                    (4,179,028)                          (934,282)    (8,882,305)
                                             ----------------------------------  ---------------------------------  -------------

Net loss                                     $                      (4,808,943)  $                     (2,357,957)  $(13,153,736)
                                             ==================================  =================================  =============

Net income (loss) from continuing
     operations per share                    $                           (0.10)  $                          (0.24)  $      (0.71)
                                             ==================================  =================================  =============

Net loss per share                           $                           (0.80)  $                          (0.39)  $      (2.18)
                                             ==================================  =================================  =============

Weighted average shares outstanding                                  6,022,885                          6,022,000      6,024,916 
                                             ==================================  =================================  =============




<S>                                          <C>
                                                    1996 
                                             ------------
Finance revenues:
     Interest and discount                   $20,510,553 
     Ancillary products                        1,781,102 
     Other                                       316,198 
                                             ------------
Total finance revenues                        22,607,853 

Expenses:
     Interest                                  6,661,289 
     Salaries and employee benefits            5,241,188 
     Marketing                                   262,051 
     Provision for credit losses               5,925,000 
     Guarantee fee                                   --- 
     Other                                     3,971,756 
                                             ------------
Total expenses                                22,061,284 
                                             ------------
Income (loss) from continuing
     operations before taxes                     546,569 
Provision for income taxes                       218,628 
                                             ------------
Income (loss) from continuing
     operations                                  327,941 
                                             ------------

Discontinued operations:
     Loss from operations of
          discontinued company-owned
          dealership business                 (1,979,226)
     Loss on abandonment and sale of
          company-owned dealership
          business,  including provision of
          $700,000 for operating losses
          during phase-out period                    --- 
                                             ------------
                                              (1,979,226)
                                             ------------

Net loss                                     $(1,651,285)
                                             ============

Net income (loss) from continuing
     operations per share                    $      0.05 
                                             ============

Net loss per share                           $     (0.27)
                                             ============

Weighted average shares outstanding            6,022,000 
                                             ============
<FN>

 See  accompanying  notes.
</TABLE>


<PAGE>
                        General Acceptance Corporation
<TABLE>
<CAPTION>

                                    Consolidated Statements of Cash Flows
                                                 (Unaudited)


<S>                                                          <C>                                <C>
                                                             NINE MONTHS ENDED SEPTEMBER 30,
                                                             ---------------------------------               
                                                                                         1997           1996 
                                                             ---------------------------------  -------------
OPERATING ACTIVITIES
Net loss                                                     $                    (13,153,736)  $ (1,651,285)
Adjustments to reconcile net loss to net cash (used
     in) provided by operating activities:
          Depreciation of property and equipment                                      558,651        488,699 
          Amortization of deferred origination costs and
              revenues, net                                                           (65,715)       122,932 
          Amortization of prepaid guarantee fee                                       776,210            --- 
          Provision for credit losses:
               Company dealership originated contracts                              2,650,298      1,694,558 
               Third party originated contracts                                     5,884,000      5,925,000 
          Changes in operating assets and liabilities:
               Increase in other assets and taxes
                    receivable                                                       (756,477)    (1,359,682)
               Increase (decrease) in accounts payable
                    and accrued expenses                                             (420,878)     3,724,286 
               Increase in accrual for loss on discontinued
                    operations                                                      2,600,000            --- 
               (Increase) decrease in purchased and trade
                    inventory                                                      (3,386,474)     1,505,522 
                                                             ---------------------------------  -------------
Net cash (used in) provided by operating activities                                (5,314,121)    10,450,030 

INVESTING ACTIVITIES
Cost of acquiring or originating contracts receivable                             (32,947,490)   (62,796,121)
Principal collected on contracts receivable                                        25,957,661     47,074,546 
Proceeds from sales of contracts receivable                                        41,880,505            --- 
Purchases of property and equipment                                                  (607,504)    (1,307,752)
                                                             ---------------------------------  -------------
Net cash (used in) provided by investing activities                                34,283,172    (17,029,327)


FINANCING ACTIVITIES
Borrowings on revolving line of credit                                             52,195,762     79,477,381 
Repayments of revolving line of credit                                            (90,971,068)   (75,950,158)
Borrowings on bank line                                                             1,000,000      4,300,000 
Repayments of bank line                                                            (5,500,000)           --- 
Issuance of subordinated notes                                                     13,750,000            --- 
                                                             ---------------------------------  -------------
Net cash (used in) provided by financing activities                               (29,525,306)     7,827,223 
                                                             ---------------------------------  -------------

Net increase (decrease) in cash and cash equivalents                                 (556,255)     1,247,926 
Cash and cash equivalents at beginning of period                                    1,683,429        557,206 
                                                             ---------------------------------  -------------
Cash and cash equivalents at end of period                   $                      1,127,174   $  1,805,132 
                                                             =================================  =============
<FN>

             See  accompanying  notes.
</TABLE>


<PAGE>
                        General Acceptance Corporation

                  Notes to Consolidated Financial Statements
                                 (Unaudited)

                              September 30, 1997

Note  1.          Basis  of  Presentation

     The  accompanying  unaudited  financial  statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information  and  with  the  instructions  to  Form  10-Q  and  Article  10 of
Regulation  S-X.   Accordingly, they do not include all of the information and
footnotes  required  by  generally accepted accounting principles for complete
financial  statements.    In  the  opinion  of  management,  all  adjustments
(consisting of only normal recurring accruals) considered necessary for a fair
presentation  have  been  included.   Operating results for the three and nine
month  periods  ended September 30, 1997 are not necessarily indicative of the
results  that  may  be  expected  for  the year ending December 31, 1997.  The
balance  sheet  as  of  December  31,  1996  has been derived from the audited
financial  statements  as  of  that  date  but  does  not  include  all of the
information and footnotes required by generally accepted accounting principles
for  complete  financial  statements.    For further information, refer to the
financial  statements and footnotes included in the Company's annual report on
Form  10-K  for  the  year  ended  December  31,  1996.


Note  2.          Recent  Accounting  Pronouncements

     In  February  1997, the Financial Accounting Standards Board (the "FASB")
issued  Statement  of  Financial  Accounting  Standards  No. 128 ("SFAS 128"),
"Earnings  Per  Share".    SFAS  128  establishes  standards for computing and
presenting  earnings  per  share  and  applies  to entities with publicly held
common  stock  or potential common stock.  SFAS 128 is effective for financial
statements  issued  for periods ending after December 15, 1997.  The impact of
SFAS  128  on  the calculation of primary and fully diluted earnings per share
for  the  three  and  nine  months  ended  September 30, 1997 is not material.

In  June 1997, the FASB issued Statement of Financial Accounting Standards No.
130  ("SFAS  130"),  "Reporting  Comprehensive  Income".    This  statement
establishes  standards  for  reporting and display of comprehensive income and
its  components  in  a full set of general purpose financial statements.  SFAS
130  is  effective  for  fiscal  years  beginning  after  December  15,  1997.

In  June 1997, the FASB issued Statement of Financial Accounting Standards No.
131  ("SFAS  131"),  "Disclosure  About  Segments of an Enterprise and Related
Information."    This  statement establishes standards for the way that public
business  enterprises  report  information  about operating segments in annual
financial  statements  and  requires  that  these  enterprises report selected
information  about  operating  segments  in  interim  financial  reports  to
shareholders.    SFAS  131  is  effective for financial statements for periods
beginning  after  December  15,  1997.


<PAGE>

Note  3.          Issuance  of  Convertible  Subordinated  Debt  and  Warrants

     On  September  16,  1997,  Conseco,  Inc. guaranteed $10.0 million of the
Company's indebtedness under its revolving line of credit.  As a condition for
the  issuance  of  the  guarantee,  the Company agreed, subject to shareholder
approval,  to  issue  to  Conseco, Inc. warrants to purchase 500,000 shares of
common  stock  at  an  exercise  price of $1.00 per share.  As a result of the
issuance of the warrants, the conversion price of $13.25 million in previously
issued subordinated notes, $10.0 million of which are held by Capitol American
Life  Insurance  Company, an affiliate of Conseco, Inc., is reduced from $3.00
to  $1.00.    In addition, the Company paid to Conseco, Inc. a fee of $300,000
for  issuing the guarantee.  Amounts funded under the guarantee, if any, would
trigger  the  issuance  by  the  Company  of  a like amount of 12% convertible
subordinated  notes  to  Conseco,  Inc.    The notes would be convertible into
common  stock  of  the  Company at a conversion price of the then current book
value  per  share,  but  not  less  than  $0.25.

     As  a  further  condition  for the issuance of the guarantee, the Company
exchanged  existing  unsecured  indebtedness  of  $1.5  million  from  certain
principal stockholders for a like amount of 12% convertible subordinated notes
which  mature  June  30,  1999.  These notes have terms identical to the notes
issuable  to  Conseco,  Inc.  in  connection with any amounts funded under the
guarantee,  except  that,  subject  to  shareholder approval, they may only be
converted on a pro rata basis concurrently with or following the conversion of
the  notes  issuable  to  Conseco,  Inc.


Note  4.          Discontinued  Operations

     As of the end of the third quarter of 1997, the Company adopted plans for
closure  and sale by the end of January 1998 of its company-owned dealerships,
and  accordingly,  has  classified  the  results  of  those  operations  as
discontinued.    A charge of $2.6 million was recorded in the third quarter of
1997  which  consisted  of $1.9 million in estimated losses on the closing and
sale  of  the  company-owned  dealerships, and $700,000 in estimated operating
losses during the phase-out period.  No tax benefit was recorded in connection
with  this  charge.    The $2.6 million charge is based on estimates of future
events,  including  the  loss  on  disposal  of  purchased  and  trade vehicle
inventory  at  auctions and operating results of the company-owned dealerships
during the phase-out period.  It is reasonably possible that a material change
to this estimate could occur in the near term due to changes in the economy or
other  conditions  that  influence  the amount realized on purchased and trade
inventory  or  the  operating  results  of  the  company-owned  dealerships.

     Summary  results  of  the  company-owned  dealerships  are  as  follows:
<TABLE>
<CAPTION>


<S>                            <C>                  <C>                 <C>         <C>
                               THREE MONTHS ENDED   NINE MONTHS ENDED
                               SEPTEMBER 30,        SEPTEMBER 30,
                               -------------------  ------------------                        
                                              1997                1996        1997        1996
                               -------------------  ------------------  ----------  ----------
Total net dealership revenues  $         2,315,330  $          382,893  $4,501,880  $1,403,135
Net loss                                 1,579,028             934,282   6,282,305   1,979,226
</TABLE>


     Interest expense of $267,000 and $709,000, respectively, was allocated to
discontinued  operations  for  the third quarter and first nine months of 1997
based  on  the monthly ratio of net assets discontinued to total net assets of
the  Company.   Interest expense allocated to discontinued operations for both
the  third  quarter  and  first  nine  months of 1996, as well as to estimated
operating  losses  during  the  phase-out  period,  was  not  material.

     The  net  assets  of  the  company-owned  dealerships  included  in  the
consolidated  balance  sheet  are  summarized  as  follows:
<TABLE>
<CAPTION>


<S>                                       <C>
                                          SEPTEMBER 30,
                                                    1997
                                          --------------
Purchased and trade automobile inventory  $    5,904,543
Property and equipment, net                      742,844
Other assets                                     882,401
                                          --------------

Net assets                                $    7,529,788
                                          ==============
</TABLE>





<PAGE>
ITEM  2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS  OF
                OPERATIONS

Information regarding the components of contracts receivable, net is presented
below.
<TABLE>
<CAPTION>


<S>                                  <C>              <C>
                                     SEPTEMBER 30,    DECEMBER 31,
                                               1997            1996 
                                     ---------------  --------------
Contractually scheduled payments     $   98,894,683   $ 146,744,916 
Add (deduct):
     Unearned interest income           (22,474,697)    (30,006,489)
     Accrued interest income                125,517         354,333 
     Net deferred acquisition costs          17,223          38,542 
                                     ---------------  --------------
Contracts receivable                     76,562,726     117,131,302 
Allowance and discount available
     for credit losses                   (7,484,491)    (10,611,268)
                                     ---------------  --------------
Contracts receivable, net            $   69,078,235   $ 106,520,034 
                                     ===============  ==============
</TABLE>


Changes  in  the  components of amounts available for credit losses during the
nine  and  three  month  periods ended September 30, 1997 are presented below:
<TABLE>
<CAPTION>


<S>                                     <C>            <C>                     <C>
                                        ALLOWANCE      DEALER PARTICIPATION
                                        AND            RESERVES
                                                       ----------------------               
                                        DISCOUNT                               TOTAL
                                        -------------                          -------------
Balance December 31, 1996               $ 10,611,268   $           1,855,223   $ 12,466,491 
Additions                                 11,080,090               2,044,724     13,124,814 
Charge-offs, net                         (11,183,396)             (2,094,614)   (13,278,010)
Allocated to contracts receivable sold    (3,023,471)               (628,077)    (3,651,548)
                                        -------------  ----------------------  -------------
Balance September 30, 1997              $  7,484,491   $           1,177,256   $  8,661,747 
                                        =============  ======================  =============

Balance June 30, 1997                   $  7,299,049   $           1,045,935   $  8,344,984 
Additions                                  2,316,272                 645,825      2,962,097 
Charge-offs, net                          (2,130,830)               (514,504)    (2,645,334)
                                        -------------  ----------------------  -------------
Balance September 30, 1997              $  7,484,491   $           1,177,256   $  8,661,747 
                                        =============  ======================  =============
</TABLE>



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


<S>                                                      <C>                  <C>
                                                         SEPTEMBER 30, 1997   DECEMBER 31, 1996
                                                         -------------------  ------------------
Net charge-offs to monthly average contracts
     receivable (1)                                                   21.00%              24.73%
Delinquency ratio (2)                                                  2.66%               1.82%
Allocated portion of total available for credit losses
     as a percentage of contracts receivable (3):
          Held for sale                                                 ---                7.69%
          Held for investment                                         11.31%              13.25%
                                                       <FN>

(1)          Ratio  of net charge-offs to average contracts receivable for the nine months ended
September  30,  1997  and  the  year  ended December 31, 1996, is stated on an annualized basis.
(2)       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.
(3)          Total  available  for credit losses is defined as the sum of allowance and discount
available  for  credit  losses  and  dealer  participation  reserves.
</TABLE>


THREE  AND  NINE MONTH PERIODS ENDED SEPTEMBER 30, 1997, COMPARED TO THREE AND
NINE  MONTH  PERIODS  ENDED  SEPTEMBER  30,  1996

Finance  Revenues

     Total  finance revenues decreased from $7.7 million for the third quarter
of  1996  to $3.9 million for the same period of 1997, or 49.7% and from $22.6
million for the first nine months of 1996 to $13.6 million for the same period
of  1997,  or  39.7%.    The decrease in both periods over the comparable 1996
periods  was  due  primarily  to  a  lower level of contracts receivable.  The
Company  sold  $45.0  million  of  contracts  originated  in  certain  markets
consistent  with  its  business  strategy of focusing on its better performing
markets.   The sales of contracts receivable took place during the period from
November  1996  to  April  1997.

     Interest  and discount revenues decreased from $7.0 million for the third
quarter of 1996 to $3.7 million for the same period of 1997, or 46.9% and from
$20.5  million for the first nine months of 1996 to $13.0 million for the same
period of 1997, or 36.5%.  The decrease in both periods was due primarily to a
decrease  in  average  contracts  receivable from $123.4 million for the third
quarter  1996 to $74.5 million for the same period of 1997, or 39.6%, and from
$123.6 million for the first nine months of 1996 to $84.5 million for the same
period  of  1997,  or 31.6%.  The decrease in average contracts receivable was
primarily  due  to  the  decision  to  sell substantially all of the contracts
originated  in the markets the Company had decided to exit.  The average yield
on contracts receivable during the third quarter of 1996 was 22.4% compared to
19.6%  for  the same period of 1997 and was 21.9% for the first nine months of
1996  as  compared to 19.8% for the same period of 1997.  The decrease in both
periods  was  due  primarily  to  an  increase  in the portion of the contract
interest  rate  related  to dealer participation reserves against which losses
can  be  charged.

     As  a  result  of  the  Company's  decision  to exit from the business of
operating  company-owned  dealerships,  as  discussed  under  "Discontinued
Operations",  contract  volume  originated by the company-owned dealerships is
expected  to  decline  during  the  fourth  quarter  and  stop altogether upon
completion  of  the sale of the remaining company-owned dealerships in January
1998.    The  Company  is beginning to increase its marketing efforts directed
toward  third-party  dealers  and  anticipates  that  over  time  it  will  be
successful  in  replacing contract volume currently generated by company-owned
dealerships.  However, no assurances can be made that the Company's efforts to
do  so  will  be successful.  Following is a summary of the Company's contract
originations:
<TABLE>
<CAPTION>


<S>                        <C>                                <C>
                           THREE MONTHS ENDED SEPTEMBER 30,   NINE MONTHS ENDED SEPTEMBER 30, 1997
                                                              -------------------------------------
                                                        1997
                           ---------------------------------                                       
Company-owned dealerships  $                       6,538,596  $                          17,300,340
Third party dealers                                8,211,970                             23,654,588
                           ---------------------------------  -------------------------------------
                           $                      14,750,566  $                          40,954,928
                           =================================  =====================================
</TABLE>



     Ancillary  products  revenue decreased from $619,000 in the third quarter
of 1996 to $64,000 for the same period of 1997, or 89.6% and from $1.8 million
for  the first nine months of 1996 to $162,000 for the same period of 1997, or
90.9%.  The decrease in both 1997 periods over the comparable 1996 periods was
due  primarily  to  the  suspension of both a secured Visa credit card program
offered  by  the  Company as co-brander and a related motor club program.  The
Company  continues  to  pursue an alternate Visa card issuer, but expects that
any  such  program  will  be  significantly less profitable than the Company's
prior  program.

     Other  revenues  increased  from  $12,000 in the third quarter of 1996 to
$55,000 for the same period of 1997, or 378.7% and from $316,000 for the first
nine  months  of  1996 to $445,000 for the same period of 1997, or 40.7%.  The
increase  in  both  1997  periods  over  the  comparable  1996 periods was due
primarily  to  an  increase in earned premiums associated with credit life and
disability  policies  produced  and  reinsured  by  the  Company.


Expenses

     Interest  expense  decreased  from  $2.2 million for the third quarter of
1996  to  $1.7  million  for  the  same period of 1997, or 21.0% and from $6.7
million  for the first nine months of 1996 to $5.4 million for the same period
of 1997, or 19.3%.  The decrease in both 1997 periods from the comparable 1996
periods  was  due  primarily  to a decrease in the average level of borrowings
from $97.2 million for the third quarter of 1996 to $67.6 million for the same
period  of 1997, or 30.5%, and from $97.1 million for the first nine months of
1996  to $74.2 million for the same period of 1997, or 23.6%.  The decrease in
average  borrowings  in  both 1997 periods as compared to the 1996 periods was
due  primarily  to  the  application  of  proceeds  from the sale of contracts
receivable to reduce borrowings under the Company's revolving line of credit. 
The  effect of lower average borrowings under the revolving line of credit was
partially offset by higher interest rates in both 1997 periods, as compared to
the  1996 periods.  The Company's average borrowing cost for the third quarter
of  1996  was  8.6% compared to 10.6% for the same period of 1997 and 8.9% for
the  first nine months of 1996 compared to 10.2% for the same period of 1997. 
Higher  borrowing costs for both 1997 periods over the comparable 1996 periods
were  due  primarily  to an increase in the spread over LIBOR on the Company's
revolving  line of credit.  The spread over LIBOR was 3.0% as of September 30,
1996  and  3.25% as of September 30, 1997, although for most of the second and
third  quarters  of 1997 the spread was 4.5%.  In addition, for the first nine
months  of  1997,  the  Company's borrowings under the bank line of credit and
convertible  subordinated  notes  increased borrowing costs as compared to the
first  nine  months  of  1996 as the only borrowings during the same period of
1996 were under the revolving line of credit and the bank line of credit.  The
bank  line  of  credit was fully repaid during the third quarter of 1997.  The
interest  rate  on  the  convertible  subordinated  notes  is  12.0%.

     Salaries  and employee benefits decreased from $1.6 million for the third
quarter  of  1996  to  $915,000 for the same period of 1997, or 41.1% and from
$5.2  million  for  the first nine months of 1996 to $3.3 million for the same
period  of  1997,  or  37.9%.   The decrease for both periods of 1997 over the
comparable  periods  of  1996  was  due  primarily  to a decrease in full-time
equivalent employees at the Company's branch offices, from 183 as of September
30, 1996 to 80 as of September 30, 1997.  The decrease in full-time equivalent
employees  was  due primarily to the closing of nine branch offices during the
period  from  March  1996  to  June  1997.

     Marketing  costs  decreased from $66,000 for the third quarter of 1996 to
$30,000 for the same period of 1997, or 55.1%, and from $262,000 for the first
nine  months  of  1996 to $122,000 for the same period of 1997, or 53.3%.  The
decrease  in  both  periods  was  due  primarily  to decreased advertising and
marketing  activity associated with operating a smaller branch network in 1997
as  compared  to  1996.

     The provision for credit losses decreased from $4.7 million for the third
quarter  of 1996 to $200,000 for the same period of 1997, and was $5.9 million
for  the  first nine months of both 1996 and 1997.  The decrease for the third
quarter  of  1997  from  the  comparable  1996  period was due primarily to an
additional  provision  required  in  the  third quarter of 1996 related to the
Company's  decision  to  accelerate  the  disposal,  primarily  through  auto
auctions,  of  a  significant  portion  of  its  repossession  inventory.  The
provision  for  the  first  nine  months  of  1997 was due primarily to losses
experienced in liquidating the Company's repossession inventory at auctions at
lower than expected prices during the first quarter of 1997, and the Company's
decision  during  the  first quarter of 1997 to further strengthen credit loss
reserves.

     The  total  available  for credit losses was $8.7 million as of September
30,  1997.  The total available for credit losses as a percentage of contracts
receivable was 11.3% as of September 30, 1997 compared to 10.6% as of December
31,  1996.    The Company's 60-day contractual delinquency rate was 2.7% as of
September  30,  1997 as compared to 1.8% as of December 31, 1996.  The Company
attributes  the  increase  in the delinquency rate during the third quarter of
1997  to  general conditions in the sub-prime auto finance industry and to the
transitional  effects  of  the  installation in September 1997 of a predictive
dialing  system  which  is  expected  to  ultimately  enhance  the  Company's
collection  capabilities.  Management has, in response to the adverse trend in
delinquency,  moved  aggressively  to:  (i)  further  increase the size of the
collections  staff,  (ii)  implement an incentive pay plan for the collections
staff  which  rewards  delinquency reduction with additional compensation, and
(iii)  reorganize the staff at the Company's primary collections facility into
teams  to  increase  accountability.

     Other  expenses decreased from $1.5 million for the third quarter of 1996
to $834,000 for the same period of 1997, or 45.1% and from $4.0 million during
the  first nine months of 1996 to $2.5 million for the same period of 1997, or
37.3%.    The  decrease  for the third quarter of 1997 as compared to the same
period  of  1996  was due to a number of factors, including: (i) a decrease in
the loss provision related to the Visa credit card program that was offered in
the  third  quarter  of 1996 but not in 1997; (ii) a decrease in various state
taxes  as  a  result  of  the  net  operating loss carry-back, and (iii) lower
telephone,  supply, maintenance and processing expenses related to operating a
smaller  network  of  branches  in  1997 as compared to 1996.  The decrease in
other  expenses  for  the  first  nine  months of 1997 as compared to the same
period  of  1996  was  due  to  a  number  of factors including: (i) decreased
telephone,  supply,  maintenance  and  processing  expenses  associated  with
operating  a  smaller network of branches in 1997; (ii) a decrease in the loss
provision  related  to  the  Visa  credit card program; (iii) the reduction of
various state taxes as a result of the net operating loss carry-back, and (iv)
reduced  repossession  expense in 1997 compared to 1996.  The decrease for the
first nine months of 1997 as compared to the same period of 1996 was partially
offset  by an increase in credit life claims and commission expense associated
with  insurance policies produced and reinsured by the Company and an increase
in  legal  and  accounting  fees.

     As  a  result  of  the  foregoing  factors,  the  Company's net loss from
continuing  operations  before  income taxes decreased from $(2.4 million) for
the third quarter of 1996 to $(630,000) for the same period of 1997.  The loss
from  continuing  operations for the third quarter of 1997 includes a $776,000
non-cash  guarantee  fee,  which  is  discussed  further  under "Liquidity and
Capital  Resources".    Without  the  guarantee  fee,  income  from continuing
operations  for  the  third quarter of 1997 would have been $146,000.  For the
first  nine  months  of  1996, income from continuing operations before income
taxes was $547,000 compared to a loss from continuing operations before income
taxes  for  the  first  nine  months of 1997 of $(4.3 million).  The loss from
continuing  operations  for  the first nine months of 1997 includes a $776,000
non-cash  guarantee  fee,  which  is  discussed  further  under "Liquidity and
Capital  Resources".    Without  the  guarantee  fee, the loss from continuing
operations  for the first nine months of 1997 would have been $(3.5 million). 
Furthermore,  the results of operations for the first nine months of 1997 were
significantly  negatively  impacted  by  the $5.9 million provision for credit
losses recorded for that period.  This provision was primarily attributable to
losses  experienced in liquidating repossession inventory at auctions at lower
than  expected  prices  during  the first quarter of 1997.  As a result of the
decline  in  the  level  of  repossession  inventory  from  $7.5 million as of
December  31,  1996 to $939,000 as of September 30, 1997, the Company does not
anticipate  recording  further  provisions  related  to  the  disposition  of
repossession  inventory.


Income  Taxes

     For  the  third  quarter  and  first  nine  months of 1996, an income tax
benefit  was recorded of $1.6 million and $1.1 million, respectively.  For the
third  quarter  of  1996,  $949,000 of the income tax benefit was allocated to
continuing operations, and $623,000 was allocated to discontinued operations. 
For the first nine months of 1996, a $219,000 income tax expense was allocated
to  continuing  operations  and  a  $1.3  million  benefit  was  allocated  to
discontinued operations.  The income tax expense and benefit amounts represent
a  combined  federal  and state income tax rate of 40.0% for each period.  For
the  third  quarter  and first nine months of 1997, the income tax benefit was
$1.7  million  and $5.3 million, respectively, both of which were fully offset
by  an  increase  of a like amount in the valuation allowance against deferred
tax  assets.    In  the  fourth  quarter  of  1996,  management  assessed  the
realizability  of  the  deferred  tax  assets,  and  based on that assessment,
decided  to  fully  reserve for them.  That assessment remains unchanged as of
the  end  of  the  third  quarter of 1997.  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 reverse the valuation allowance, it would have the effect
of  reducing  recorded  tax  expense.   As of September 30, 1997, deferred tax
assets  and  the  corresponding  valuation  allowance  each  amounted  to $9.9
million.


<PAGE>

Discontinued  Operations

     As of the end of the third quarter of 1997, the Company adopted plans for
the  closure  and  sale  by  the  end  of  January  1998  of its company-owned
dealerships,  operated  under  the  name  Drive Home USA, and accordingly, has
classified  the  results  of  those operations as discontinued.  This decision
will  allow  management  to  focus  on  its  core  business  of sub-prime auto
financing.

     All  of the company-owned dealerships are scheduled to be closed with the
exception  of  four  locations  in  Indiana  which are planned to be sold to a
company  controlled  by  Russell  E.  Algood, President of the Company, and B.
Wayne Garland, Vice President of the Company responsible for the company-owned
dealerships.  Upon the completion of the sale, scheduled for January 1998, Mr.
Garland will resign his position with the Company to devote his efforts to the
development  of  the independent dealership company.  Mr. Algood will continue
to  devote  his full-time efforts to the Company and will not be active in the
day-to-day  operations  of  the  independent  dealership  company.

Under  the terms of the planned sale, purchased and trade vehicle inventory on
hand  at  the  closing date will be sold for an amount approximating wholesale
market  value.    Certain  furniture,  equipment  and  leasehold  improvements
associated  with  the  four locations will be sold for between zero and 20% of
its  depreciated  cost,  also  approximating  market  value, and the Company's
obligations  under  the  facilities  leases will be assumed by the buyer.  The
Company's  trademark,  Drive  Home  USA  Auto Company, will be assigned to the
buyers, and restrictions on the sale of stock in the open market by members of
the  Algood family will be relaxed.  The terms of the planned sale, which were
approved  by  the independent members of the Company's Board of Directors, are
more favorable to the Company than the alternative of closing the four Indiana
locations.

The loss from operations of the discontinued company-owned dealership business
increased  from $(934,000) for the third quarter of 1996 to $(1.6 million) for
the  same period of 1997, and from $(2.0 million) for the first nine months of
1996  to  $(6.3 million) for the same period of 1997.  The increased losses in
both  1997  periods  over  the  comparable 1996 periods was due to a number of
factors, including: (i) increased facilities expenses associated with a larger
number of company-owned dealership locations; (ii) higher advertising expenses
due  to  the  larger number of geographic markets in which the dealerships are
located,  and  (iii)  higher  wholesale  losses experienced when purchased and
trade  vehicle  inventory  was  disposed  of  at  auto  auctions.

     A  charge of $2.6 million was recorded in the third quarter of 1997 which
consisted  of  $1.9 million in estimated losses on the closing and sale of the
company-owned  dealerships,  and $700,000 in estimated operating losses during
the  phase-out  period.    No tax benefit was recorded in connection with this
charge.  The  $2.6  million  charge  is  based  on estimates of future events,
including  the  loss  on  disposal of purchased and trade vehicle inventory at
auctions,  and  operating  results of the company-owned dealerships during the
phase-out  period.    It is reasonably possible that a material change to this
estimate  could  occur in the near term due to changes in the economy or other
conditions that influence the amount realized on purchased and trade inventory
or  the  operating  results  of  the  company-owned  dealerships.





<PAGE>

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company's  principal  need  for  cash  has  been  to  fund  contract
acquisitions from third-party dealers and used vehicle dealerships operated by
the  Company.  Cash used for this purpose decreased from $62.8 million for the
first  nine  months of 1996 to $32.9 million for the same period of 1997.  The
primary  reason  for  the decrease was the Company's decision, consistent with
its business strategy, to exit certain markets.  In 1996 and 1997, the Company
funded its contract purchases with borrowings under a revolving line of credit
(the  "Line  of  Credit")  with  General  Electric  Capital  Corporation  ("GE
Capital"),  cash  payments  received  from  obligors  and  cash generated from
operations.    Borrowings  under  the  Line of Credit were $94.0 million as of
December  31,  1996  and  $55.2  million  as  of  September  30,  1997.

The  Company's  secondary need for capital has been to fund the acquisition of
purchased  and  trade inventory.  Purchased and trade inventory increased from
$2.5 million as of December 31, 1996 to $5.9 million as of September 30, 1997.
 Until  mid-September  1997,  the acquisition of purchased and trade inventory
was  funded  from borrowings under a bank line of credit, cash received on the
sale  of purchased and trade inventory and cash generated from operations.  On
September  16,  1997,  as discussed further below, the Company repaid the bank
line  of  credit  in  full.

     As  of  the end of the third quarter of 1997, the Company decided to exit
from the business of operating company-owned dealerships.  The majority of the
company-owned  dealerships  are scheduled to be closed, and four are scheduled
to  be  sold  in  January 1998.  As a result of this decision, the Company has
begun  to  sell  portions  of its purchased and trade vehicles at auctions for
cash.  The liquidation of the Company's purchased and trade vehicle inventory,
net of repayment of amounts owed, as discussed below, will provide the Company
with  additional  liquidity.

     On September 16, 1997, the Company amended its Line of Credit to increase
the  credit  limit  from  $70.0 million to $100.0 million beginning January 1,
1998,  to  extend  the expiration date from January 1, 1998 to January 1, 1999
and  to  lower  the  interest rate by 1.25% from LIBOR plus 4.5% to LIBOR plus
3.25%  (the  "Amended Line of Credit").  Under the Amended Line of Credit, the
Company is permitted to borrow up to the lesser of 78% of the sum of contracts
receivable  and 50% of purchased and trade vehicle inventory, or $70.0 million
($100.0  million  beginning January 1, 1998), subject to certain limitations. 
The  Amended  Line  of  Credit  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.  A $100,000 restructure fee was paid to GE
Capital in connection with the amendment to the Line of Credit.  An additional
advance  under  the  Amended  Line  of Credit was used to repay all borrowings
under  the  bank  line  of  credit.

     As  a  condition  of  amending  the  Company's Line of Credit, GE Capital
required  Conseco,  Inc.  to  guarantee  up  to $10.0 million of the Company's
indebtedness  under  the  Line  of  Credit.  In consideration of the guarantee
provided  by  Conseco,  Inc.,  the  Company  agreed,  subject  to  shareholder
approval,  to  issue  to  Conseco, Inc. warrants to purchase 500,000 shares of
common  stock of the Company for $1.00 per share.  As a result of the issuance
of  the  warrants, the conversion price on $13.25 million of previously issued
12% convertible subordinated notes, $10.0 million of which are held by Capitol
American  Life  Insurance  Company, an affiliate of Conseco, Inc., was reduced
from  $3.00 to $1.00.  In addition, the Company paid to Conseco, Inc. a fee of
$300,000  for  issuing  the guarantee.  Amounts funded under the guarantee, if
any,  would  trigger  the  issuance  by  the  Company  of a like amount of 12%
convertible  subordinated  notes  to  Conseco,  Inc.    The  notes  would  be
convertible at the then current book value per share, but not less than $0.25.

     As  a  further  condition  for the issuance of the guarantee, the Company
exchanged $1.5 million of 12% convertible subordinated notes which mature June
30,  1999  for  a  like amount of existing unsecured indebtedness from certain
principal  stockholders.    These  notes  have  terms  identical  to the notes
issuable  to  Conseco,  Inc.  in  connection with any amounts funded under the
guarantee, except that, subject to shareholder approval, they may be converted
only  on a pro rata basis concurrently with or following the conversion of the
notes  issuable  to  Conseco,  Inc.

     As  a  result  of  the  issuance, subject to shareholder approval, of the
warrants  to  purchase  500,000 shares of the Company's common stock for $1.00
per  share  to  Conseco,  Inc.,  the  conversion  price  of  $13.25 million of
previously  issued  convertible  subordinated  notes was reduced from $3.00 to
$1.00.    Accordingly,  as  prescribed  by  generally  accepted  accounting
principles,  the Company recorded in the third quarter of 1997 a $24.1 million
prepaid  guarantee  fee,  with  an  offsetting  increase to additional paid-in
capital.  This amount represents the number of shares issuable at a conversion
or  exercise price of $1.00 per share times the per share discount from market
value  of  the  Company's  common  stock.    The  amortization  of the prepaid
guarantee  fee will result in a non-cash charge to operations over the term of
the guarantee, which runs from September 16, 1997 to January 1, 1999.  For the
third  quarter  and  first  nine  months  of 1997, the amount of this non-cash
charge  was  $776,000.

     During  the  fourth  quarter of 1996 and the first and second quarters of
1997,  the  Company  sold  a  total  of  $45.0 million of contracts receivable
consistent  with its business strategy of exiting certain geographic markets. 
As a result, contracts receivable declined form $125.2 million as of September
30,  1996 to $76.6 million as of September 30, 1997.  In addition, the Company
decided  at  the  end of the third quarter of 1996 to dispose of a significant
portion  of  its  repossession  inventory  through  wholesale  channels.  
Repossession inventory declined from $11.4 million as of September 30, 1996 to
$939,000  as of September 30, 1997.  Principally as a result of these factors,
borrowings  under  the  Line  of  Credit  decreased  from  $97.7 million as of
September  30,  1996  to  $55.2  million  as  of  September  30,  1997.

     In  connection  with  the Company's decision to exit from the business of
operating company-owned dealerships, a $2.6 million charge was recorded in the
third  quarter  of  1997.    This charge consists of $1.9 million in estimated
losses  on  the closing and sale of the company-owned dealerships and $700,000
in  estimated  operating losses during the phase-out period.  Principally as a
result  of the losses incurred by the company-owned dealership business during
the  third  quarter  of  1997,  the  Company failed to comply with an interest
coverage  covenant  under  the  Amended  Line  of  Credit.   The Company is in
discussion  with GE Capital to resolve this issue.  No assurances can be given
that  the  Company  will  be  successful  in negotiating a mutually acceptable
solution  to  this  issue.

     The Company's borrowings under the Amended Line of Credit as of September
30,  1997,  were $55.2 million, well below the maximum permitted borrowings of
$70.0  million  ($100.0  million  as of January 1, 1998).  Based on the unused
portion  of  the  Amended  Line  of  Credit  as of September 30, 1997 of $14.8
million  ($44.8  million as of January 1, 1998) and the planned liquidation of
purchased  and  trade  inventory,  the  Company  believes  it  has  sufficient
liquidity  to  acquire  contracts  and  meet  its daily operating requirements
through  the  first  quarter  of  1998.

     The  Company's  strategy is to acquire and originate contracts consistent
with  maximum  permitted  indebtedness  under the Amended Line of Credit.  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 its efforts to
implement  any  of  the  various  funding strategies currently being explored.


FORWARD-LOOKING  STATEMENTS

     This report includes a number of forward-looking statements which reflect
the  Company's  current  view  with  respect  to  future  events and financial
performance.    Such  forward-looking  statements include statements about the
level  of  contract  volume  originated  by  company-owned  dealerships,  the
Company's  ability  to  replace  lost  contract  volume  from  company-owned
dealerships  with volume from third-party dealers, the future profitability of
any  Visa credit card program, the Company's ability to enhance its collection
capabilities,  the need for any future provisions for credit losses related to
the  disposition  of  repossession inventory and other statements 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, actions taken by competitors and the Company's ability to
maintain  its  underwriting  policies and guidelines and collection standards.



<PAGE>

                                      PART II

ITEM  1.          LEGAL  PROCEEDINGS

     The  Company is not involved in any litigation that is expected to have a
material adverse effect on the Company.  The Company regularly initiates legal
proceedings  as  a  plaintiff  in  connection  with  its  routine  collection
activities.


ITEM  2.          CHANGES  IN  SECURITIES

     On  September  16,  1997,  Conseco,  Inc. guaranteed $10.0 million of the
Company's indebtedness to its primary lender.  As a condition for the issuance
of  the  guarantee,  the  Company  agreed, subject to shareholder approval, to
reduce  the  conversion  price  of  $13.25  million  in  previously  issued
subordinated  notes,  $10.0 million of which are held by Capitol American Life
Insurance  Company, an affiliate of Conseco, Inc., from $3.00 to $1.00, and to
issue  to Conseco, Inc. warrants to purchase 500,000 shares of common stock at
an  exercise price of $1.00 per share.  Amounts funded under the guarantee, if
any,  would  trigger  the  issuance  by  the  Company  of a like amount of 12%
convertible  subordinated  debt  to  Conseco,  Inc.    Any  newly  issued  12%
convertible  subordinated  debt  would be convertible into common stock of the
Company  at  a  conversion price of the then current book value per share, but
not  less  than  $0.25.

     As  a  further  condition  for the issuance of the guarantee, the Company
exchanged  existing  unsecured  indebtedness  of  $1.5  million  from  certain
principal stockholders for a like amount of 12% convertible subordinated notes
which  mature  June  30,  1999.  These notes have terms identical to the notes
issuable  to  Conseco,  Inc.  in  connection with any amounts funded under the
guarantee,  except  that,  subject  to  shareholder approval, they may only be
converted on a pro rata basis concurrently with or following the conversion of
the  notes  issuable  to  Conseco,  Inc.



ITEM  3.          DEFAULTS  UPON  SENIOR  SECURITIES

     See  "Management's  Discussion  and  Analysis  of Financial Condition and
Results  of  Operations  -  Liquidity  and  Capital  Resources."


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

     At the Annual Meeting of Shareholders, held July 8, 1997, shareholders of
the  Company considered and approved recommendations by the Board of Directors
to:   (i) elect Malvin L. Algood and Donald E. Brown as Directors for terms of
three  years each; (ii) ratify the selection of Ernst & Young LLP as certified
public  accountants  for  the  Company  for the fiscal year ended December 31,
1997;  and  (iii)  grant conversion rights to the holders of $13.25 million of
convertible  subordinated  notes  issued  by  the  Company.

<PAGE>
     The  tabulation  of  votes  was  as  follows:
<TABLE>
<CAPTION>


<S>                            <C>        <C>      <C>
                               FOR        AGAINST  ABSTAIN
                               ---------  -------  -------
Election of Directors:
     Malvin L. Algood          5,885,342   22,018
     Donald E. Brown           5,890,142   17,218
Ratification of Auditors       5,899,142    5,218    3,000
Granting of Conversion Rights  4,891,641   34,813    9,800
</TABLE>




ITEM  5.          OTHER  INFORMATION

     None.



ITEM  6.          EXHIBITS  AND  REPORTS  ON  FORM  8-K

a)          Exhibits
<TABLE>
<CAPTION>


<C>   <S>
11.1  Statement Re: Computation of Per Share Earnings.

27.0  Financial Data Schedule.
</TABLE>



b)         The Company did not file any reports on Form 8-K during the quarter
ended  September  30,  1997.

<PAGE>


                                  SIGNATURES

     Pursuant  to the requirements 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.

<TABLE>
<CAPTION>


<S>   <C>                <C>
                         GENERAL ACCEPTANCE CORPORATION



Date  November 14, 1997  /s/  Russell E. Algood
      -----------------  ------------------------------
                         Russell. E. Algood
                         President


Date  November 14, 1997  /s/  Martin C. Bozarth
      -----------------  ------------------------------
                         Martin C. Bozarth
                         Chief Financial Officer
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                                 Exhibit 11.1


                        GENERAL ACCEPTANCE CORPORATION
               Statement Re:  Computation of Per Share Earnings
<TABLE>
<CAPTION>



<S>                                                        <C>                    <C>                    <C>
                                                           THREE MONTHS           NINE MONTHS
                                                           ENDED SEPTEMBER 30,    ENDED SEPTEMBER 30,
                                                           ---------------------  ---------------------               
                                                                          1997*                   1996          1997* 
                                                           ---------------------  ---------------------  -------------
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                                                      885                    ---          2,916 
                                                           ---------------------  ---------------------  -------------
     Total weighted average shares                                    6,022,885              6,022,000      6,024,916 
                                                           =====================  =====================  =============
     Net income (loss) from continuing operations          $           (629,915)  $         (1,423,675)  $ (4,271,431)
                                                           =====================  =====================  =============
     Net loss                                              $         (4,808,943)  $         (2,357,957)  $(13,153,736)
                                                           =====================  =====================  =============
     Net income (loss) from continuing operations per
          share                                            $              (0.10)  $              (0.24)  $      (0.71)
                                                           =====================  =====================  =============
     Net loss per share                                    $              (0.80)  $              (0.39)  $      (2.18)
                                                           =====================  =====================  =============
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                                                          13,804                    ---         12,261 
                                                           ---------------------  ---------------------  -------------
     Total weighted average shares outstanding                        6,035,804              6,022,000      6,034,261 
                                                           =====================  =====================  =============
     Net income (loss) from continuing operations          $           (629,915)  $         (1,423,675)  $ (4,271,431)
                                                           =====================  =====================  =============
     Net loss                                              $         (4,808,943)  $         (2,357,957)  $(13,153,736)
                                                           =====================  =====================  =============
     Net income (loss) from continuing operations per
          share                                            $              (0.10)  $              (0.24)  $      (0.71)
                                                           =====================  =====================  =============
     Net loss per share                                    $              (0.80)  $              (0.39)  $      (2.18)
                                                           =====================  =====================  =============


<S>                                                        <C>



                                                                  1996 
                                                           ------------
Primary:
     Weighted average shares outstanding                     6,022,000 
     Net effect of dilutive stock options - based on the
          treasury stock method using the average
          market price                                             --- 
                                                           ------------
     Total weighted average shares                           6,022,000 
                                                           ============
     Net income (loss) from continuing operations          $   327,941 
                                                           ============
     Net loss                                              $(1,651,285)
                                                           ============
     Net income (loss) from continuing operations per
          share                                            $      0.05 
                                                           ============
     Net loss per share                                    $     (0.27)
                                                           ============
Fully diluted:
     Weighted average shares outstanding                     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                                                    --- 
                                                           ------------
     Total weighted average shares outstanding               6,022,000 
                                                           ============
     Net income (loss) from continuing operations          $   327,941 
                                                           ============
     Net loss                                              $(1,651,285)
                                                           ============
     Net income (loss) from continuing operations per
          share                                            $      0.05 
                                                           ============
     Net loss per share                                    $     (0.27)
                                                           ============
<FN>

       *      Conversion  of the 12% subordinated notes and exercise of the warrants is not assumed in the computation
because  their  effect  is
  antidilutive.
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