UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

FORM  10-Q


Commission  File  Number:          0-25760


X          Quarterly  Report Pursuant to Section 13 or 15(d) of the Securities
Exchange  Act  of  1934  for  the  Quarterly  Period
              ended  June  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)





<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  August  4,  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
                                                                                                          7

            Finance Revenues                                                                              8

            Net Dealership Revenues                                                                       9

            Expenses                                                                                     10

            Income Taxes                                                                                 11

            Liquidity and Capital Resources                                                              12

            Forward-Looking Statements                                                                   14

PART II.    Other Information                                                                            15

Item 1.     Legal Proceedings                                                                            15

Item 2.     Changes In Securities                                                                        15

Item 3.     Defaults Upon Senior Securities                                                              15

Item 4.     Submission of Matters to a Vote of Security Holders                                          15

Item 5.     Other Information                                                                            15

Item 6.     Exhibits and Reports on Form 8-K                                                             15

Signatures                                                                                         16
</TABLE>



<PAGE>
                                    PART I

ITEM  1.          FINANCIAL  STATEMENTS
<TABLE>
<CAPTION>

                                General Acceptance Corporation
                                  Consolidated Balance Sheets


<S>                                                        <C>              <C>
                                                           JUNE 30, 1997    DECEMBER 31, 1996
                                                           ---------------  -------------------
                                                               (UNAUDITED)             (NOTE 1)
ASSETS
Contracts receivable:
     Held for investment                                   $   71,812,973   $       62,263,129 
     Held for sale                                                    ---           54,868,173 
                                                           ---------------  -------------------
                                                               71,812,973          117,131,302 
Allowance and discount available for credit losses             (7,299,049)         (10,611,268)
                                                           ---------------  -------------------
Contracts receivable, net                                      64,513,924          106,520,034 

Cash and cash equivalents                                       1,160,546            1,683,429 
Repossessions                                                   1,339,644            7,534,045 
Purchased and trade automobile inventory                        7,196,796            2,518,069 
Property and equipment, net                                     2,571,634            2,539,135 
Taxes receivable                                                  833,978              568,908 
Other assets                                                    2,265,193            2,282,654 
                                                           --------------   -------------------
Total assets                                               $   79,881,715   $      123,646,274 
                                                           ===============  ===================

LIABILITIES
Debt:
     Revolving line of credit                              $   49,861,130   $       93,977,001 
     Bank line of credit                                        1,500,000            4,500,000 
     Subordinated notes                                        13,250,000            1,000,000 
                                                           ---------------  -------------------
Total debt                                                     64,611,130           99,477,001 

Accounts payable and accrued expenses                           4,906,088            4,650,695 
Dealer participation reserves available
          for credit losses                                     1,045,935            1,855,223 
                                                           ---------------  -------------------
Total liabilities                                              70,563,153          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 
Retained earnings (deficit)                                   (20,474,011)         (12,129,218)
                                                           ---------------  -------------------
Total stockholders' equity                                      9,318,562           17,663,355 
                                                           ---------------  -------------------
Total liabilities and stockholders' equity                 $   79,881,715   $      123,646,274 
                                                           ===============  ===================
<FN>

     See  accompanying  notes.
</TABLE>



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

                                            Consolidated Statements of Operations
                                                         (Unaudited)



THREE MONTH ENDED JUNE 30,                                SIX MONTHS ENDED JUNE 30,
------------------------------------------                -------------------------                                    
<S>                                         <C>           <C>                        <C>          <C>            <C>
                                                   1997                                    1996           1997          1996 
                                            ------------                             -----------  -------------  ------------
Finance revenues:
     Interest and discount                  $ 4,012,486                              $6,754,684   $  9,304,355   $13,491,693 
     Ancillary products                          30,865                                 839,723        118,256       973,862 
     Other                                      300,061                                 105,452        389,416       304,414 
                                            ------------                             -----------  -------------  ------------
Total finance revenues                        4,343,412                               7,699,859      9,812,027    14,769,969 

Net dealership revenues:
     Sale of purchased and trade vehicles     8,008,565                               1,035,087     13,425,987     1,895,203 
     Cost of sales                           (6,656,711)                               (857,201)   (11,763,746)   (1,512,443)
     Other                                      320,277                                 220,265        524,309       459,878 
                                            ------------                             -----------  -------------  ------------
Total net dealership revenues                 1,672,131                                 398,151      2,186,550       842,638 
                                            ------------                             -----------  -------------  ------------

Total net revenues                            6,015,543                               8,098,010     11,998,577    15,612,607 

Expenses:
     Interest                                 1,886,555                               2,328,262      4,089,909     4,476,692 
     Salaries and employee benefits           1,793,343                               2,018,069      3,879,761     4,300,281 
     Marketing                                  822,067                                 336,199      1,411,875       513,413 
     Provision for credit losses                648,970                                 892,631      7,012,778     2,126,134 
     Other                                    1,465,274                               1,717,586      3,949,047     3,018,415 
                                            ------------                             -----------   ------------  ------------
Total expenses                                6,616,209                               7,292,747     20,343,370    14,434,935 
                                            ------------                             -----------  -------------  ------------
Income (loss) before income taxes              (600,666)                                805,263     (8,344,793)    1,177,672 
Income tax                                          ---                                (322,036)           ---      (471,000)
                                            -------------                            -----------  -------------  ------------
Net income (loss)                           $  (600,666)                             $  483,227   $ (8,344,793)  $   706,672 
                                            =============                            ===========  =============  ============


Net income (loss) per share                 $     (0.10)                             $     0.08   $      (1.38)  $      0.12 
                                            =============                            ===========  =============  ============

Weighted average shares outstanding           6,031,557                               6,022,000      6,037,228     6,022,000 
                                            ============                             ===========  =============  ============
<FN>

See  accompanying  notes.
</TABLE>



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

                                Consolidated Statements of Cash Flows
                                             (Unaudited)


<S>                                                         <C>            <C>
                                                                           SIX MONTHS ENDED JUNE 30,
                                                                           ---------------------------
                                                                    1997                         1996 
                                                            -------------  ---------------------------
OPERATING ACTIVITIES
Net income (loss)                                           $ (8,344,793)  $                  706,672 
Adjustments to reconcile net income (loss) to net
     cash (used in) provided by operating activities:
          Depreciation of property and equipment                 368,900                      308,166 
          Amortization of deferred costs and revenues,
               net                                                45,256                       73,286 
          Provision for credit losses                          7,012,778                    2,126,134 
          Changes in operating assets and liabilities:
                (Increase) decrease in other assets and
                     taxes receivable                           (247,609)                     827,094 
                Increase (decrease) in accounts payable
                     and accrued expenses                        255,393                     (213,414)
                Increase in purchased and trade inventory     (4,678,727)                    (214,228)
                                                            -------------  ---------------------------
Net cash (used in) provided by operating activities           (5,588,802)                   3,613,710 

INVESTING ACTIVITIES
Cost of acquiring or originating contracts receivable        (30,536,849)                 (37,405,424)
Principal collected on contracts receivable                   28,989,533                   30,289,642 
Proceeds from sales of contracts receivable                   41,880,505                          --- 
Purchases of property and equipment                             (401,399)                    (878,456)
                                                             ------------                  -----------
Net cash provided by (used in) investing activities           39,931,790                   (7,994,238)


FINANCING ACTIVITIES
Borrowings on revolving line of credit                        36,099,398                   48,213,844 
Repayments of revolving line of credit                       (80,215,269)                 (44,034,351)
Borrowings on bank line                                        1,000,000                          --- 
Repayments of bank line                                       (4,000,000)                         --- 
Issuance of subordinated notes                                12,250,000                          --- 
                                                             ------------                 ------------
Net cash (used in) provided by financing activities          (34,865,871)                   4,179,493 
                                                            -------------  ---------------------------

Net increase in cash and cash equivalents                       (522,883)                    (201,035)
Cash and cash equivalents at beginning of period               1,683,429                      557,206 
                                                            -------------  ---------------------------
Cash and cash equivalents at end of period                  $  1,160,546   $                  356,171 
                                                            =============  ===========================
<FN>

                See  accompanying  notes.
</TABLE>



<PAGE>
                        General Acceptance Corporation

                  Notes to Consolidated Financial Statements
                                 (Unaudited)

                                June 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 six
month  periods  ended  June  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.          Net  Income  Per  Share

     In  February  1997,  the  Financial  Accounting  Standards  Board  issued
Statement  No.  128,  Earnings  Per  Share, which is required to be adopted on
December  31,  1997.  At that time, the Company will be required to change the
method  currently  used to compute earnings per share and to restate all prior
periods.    Under  the  new  requirements for calculating primary earnings per
share,  the  dilutive effect of stock options will be excluded.  The impact of
Statement  128  on  the  calculation of primary and fully diluted earnings per
share  for  the  three and six month periods ending June 30, 1997 and June 30,
1996  is  not  material.



Note  3.          Issuance  of  Convertible  Subordinated  Debt

     On  April 11, 1997, the Company issued $13.3 million of 12.0% convertible
subordinated  notes  in  exchange  for $10.0 million cash and the surrender of
$3.3  million  of  previously  issued 12.0% unsecured notes.  The newly issued
notes require the payment of interest only, mature on the third anniversary of
issuance, and are unsecured.  The notes are convertible at any time while they
are outstanding into common stock of the Company at a conversion rate of $3.00
per  share.    Cash proceeds from the issuance of the notes were used to repay
borrowings  under  the  Company's  revolving  line  of  credit.






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

     Information  regarding  the  components  of  contracts receivable, net is
presented  below.


<S>                                  <C>            <C>
                                     JUNE 30,       DECEMBER 31,
                                             1997            1996 
                                     -------------  --------------
Contractually scheduled payments     $ 91,769,699   $ 146,744,916 
Add (deduct):
     Unearned interest income         (20,077,299)    (30,006,489)
     Accrued interest income              145,021         354,333 
     Unearned insurance commissions       (44,272)        (29,820)
     Net deferred acquisition costs        19,824          68,362 
                                     -------------  --------------
Contracts receivable                   71,812,973     117,131,302 
Allowance and discount available
     for credit losses                 (7,299,049)    (10,611,268)
                                     -------------  --------------
Contracts receivable, net            $ 64,513,924   $ 106,520,034 
                                     =============  ==============
</TABLE>


Changes  in  the  components of amounts available for credit losses during the
six  and  three  month  periods  ended  June  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                                 8,763,818               1,398,899     10,162,717 
Charge-offs, net                         (9,052,566)             (1,580,110)   (10,632,676)
Allocated to contracts receivable sold   (3,023,471)               (628,077)    (3,651,548)
                                        ------------  ----------------------  -------------
Balance June 30, 1997                   $ 7,299,049   $           1,045,935   $  8,344,984 
                                        ============  ======================  =============

Balance March 31, 1997                  $ 9,877,766   $           1,495,420   $ 11,373,186 
Additions                                 1,745,167                 733,526      2,478,693 
Charge-offs, net                         (2,553,895)               (601,648)    (3,155,543)
Allocated to contracts receivable sold   (1,769,989)               (581,363)    (2,351,352)
                                        ------------  ----------------------  -------------
Balance June 30, 1997                   $ 7,299,049   $           1,045,935   $  8,344,984 
                                        ============  ======================  =============
</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>
                                                         JUNE 30, 1997   DECEMBER 31, 1996
                                                         --------------  ------------------
Net charge-offs to monthly average contracts
     receivable (1)                                              23.75%              24.73%
Delinquency ratio (2)                                             1.49%               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                                    11.62%              13.25%
                                                       <FN>

(1)       Ratio of net charge-offs to average contracts receivable for the six months ended
June  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  SIX  MONTH  PERIODS ENDED JUNE 30, 1997, COMPARED TO THREE AND SIX
MONTH  PERIODS  ENDED  JUNE  30,  1996

Finance  Revenues

     Total finance revenues decreased from $7.7 million for the second quarter
of  1996  to $4.3 million for the same period of 1997, or 43.6% and from $14.8
million  for  the first six months of 1996 to $9.8 million for the same period
of  1997,  or  33.6%.    The decrease in both periods over the comparable 1996
periods  was  due  to a lower level of contracts receivable.  The Company sold
$45.0  million  of contracts receivable 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 through
April  1997.

     Interest and discount revenues decreased from $6.8 million for the second
quarter of 1996 to $4.0 million for the same period of 1997, or 40.6% and from
$13.5  million  for  the first six months of 1996 to $9.3 million for the same
period of 1997, or 31.0%.  The decrease in both periods was due primarily to a
decrease  in  average  contracts receivable from $122.7 million for the second
quarter  1996  to $74.3 million for the same period of 1997, or 39.4% and from
$123.7  million for the first six months of 1996 to $89.5 million for the same
period  of  1997,  or 27.6%.  The decrease in average contracts receivable was
primarily  due  to  the  decision  to  sell substantially all of the contracts
receivable  originated  in  the  markets the Company had decided to exit.  The
average  yield  on  contracts receivable during the second quarter of 1996 was
22.0%  compared  to  20.0%  for  the same period of 1997 and was 21.7% for the
first  six  months  of 1996 as compared to 19.9% 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.

     Ancillary  products revenue decreased from $840,000 in the second quarter
of 1996 to $31,000 for the same period of 1997, or 96.3% and from $974,000 for
the  first  six  months  of  1996  to $118,000 for the same period of 1997, or
87.9%.  The decrease in both 1997 periods over the comparable 1996 periods was
due  primarily to the suspension of both a secured Visa credit card offered by
the  Company  as  co-brander and a related motor club program.  The Company is
currently looking for 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 $105,000 in the second quarter of 1996 to
$300,000  for  the  same  period  of 1997, or 184.5% and from $304,000 for the
first  six  months of 1996 to $389,000 for the same period of 1997, or 27.9%. 
The increase in the second quarter of 1997 compared to the same period of 1996
was  due  primarily  to  an increase in earned premiums associated with credit
life  and  disability  policies  produced  and  reinsured  by  the  Company.



<PAGE>
Net  Dealership  Revenues

     Sales  of purchased and trade vehicles increased from $1.0 million in the
second  quarter  of 1996 to $8.0 million in the same period of 1997, or 673.7%
and  from  $1.9  million for the first six months of 1996 to $13.4 million for
the  same  period  of 1997, or 608.4%.  The increase in both 1997 periods over
the comparable 1996 periods was due primarily to the increase in the number of
purchased and trade vehicles sold as a result of (i) the Company's decision in
early  1997  not  to  maintain  an  auto repossession inventory at the Company
dealerships,  thereby  allowing  the Company dealerships to concentrate on the
sale  of  purchased  and trade vehicles, and (ii) an increase in the number of
Company  dealerships  from nine as of June 30, 1996 to 16 as of June 30, 1997.

     Cost  of sales of purchased and trade vehicles increased from $857,000 in
the second quarter of 1996 to $6.7 million in the same period of 1997 and from
$1.5  million  for  the first six months of 1996 to $11.8 million for the same
period  of  1997.    The  gross  margin  percentage (defined as the difference
between sales and cost of sales, divided by sales) decreased from 17.2% in the
second  quarter of 1996 to 16.9% in the same period of 1997 and from 20.2% for
the  first  six  months  of  1996  to  12.4% for the same period of 1997.  The
decrease  for  the first six months of 1997 over the comparable period of 1996
was  due  primarily to the higher volume of purchased and trade vehicles which
were  sold  wholesale  at  auctions  during  the  first  quarter  of  1997.

     Other  revenue  generated  by  the  Company  dealerships  increased  from
$220,000 in the second quarter of 1996 to $320,000 in the same period of 1997,
or  45.4%  and  from $460,000 for the first six months of 1996 to $524,000 for
the same period of 1997, or 14.0%.  The increase for both periods of 1997 over
the  comparable  periods  of 1996 was due primarily to the reintroduction of a
Gap  protection  product  in  October  1996.  This product was discontinued in
March  1995 due to regulatory uncertainties surrounding the product which have
since  been  clarified.

     As  a  result  of  the foregoing, total net dealership revenues increased
from  $398,000  for  the  second  quarter of 1996 to $1.7 million for the same
period  of  1997, or 320.0% and from $843,000 for the first six months of 1996
to  $2.2  million  for  the  same  period  of  1997,  or  159.5%.



<PAGE>
Expenses

     Interest  expense  decreased  from $2.3 million for the second quarter of
1996  to  $1.9  million  for  the  same period of 1997, or 19.0% and from $4.5
million  for  the first six months of 1996 to $4.1 million for the same period
of  1997, or 8.6%.  The decrease in both 1997 periods from the comparable 1996
periods  was  due  primarily  to a decrease in the average level of borrowings
from  $97.7  million  for  the second quarter of 1996 to $65.1 million for the
same period of 1997 and from $96.7 million for the first six months of 1996 to
$77.6 million for the same period of 1997.  The decrease in average borrowings
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. 
This was partially offset by higher borrowing costs for the comparable periods
of 1996 and 1997.  The Company's average borrowing cost for the second quarter
of  1996  was  9.4% compared to 10.8% for the same period of 1997 and 9.1% for
the  first  six months of 1996 compared to 10.0% 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 4.0% as of June 30, 1996
and  6.5% as of June 30, 1997, although for most of the second quarter of 1997
the  spread  was  4.5%.    In  addition, for the first six months of 1997, the
Company's  borrowings  under  the  bank  line  of credit and subordinated debt
agreements  increased  borrowing  costs as compared to the first six months of
1996  as  the  only  borrowings  during the same period of 1996 were under the
revolving line of credit.  As of June 30, 1997, the interest rates on the bank
line  of credit and the subordinated notes were 10.0% and 12.0%, respectively.

     Salaries  and  employee  benefit expenses decreased from $2.0 million for
the  second  quarter  of  1996 to $1.8 million for the same period of 1997, or
11.1%  and  from $4.3 million for the first six months of 1996 to $3.9 million
for  the  same period of 1997, or 9.8%.  The decrease for the first six months
of  1997 over the comparable period of 1996 was due primarily to a decrease in
full-time  equivalent employees from 339 as of June 30, 1996 to 248 as of June
30, 1997.  The decrease in full-time equivalent employees was due primarily to
headcount reductions associated with the closing of nine branch offices during
the  period  from  March  1996 to June 1997 and reductions in staff at Company
headquarters  partially  offset  by higher employment due to a net increase of
eight  Company  dealerships  during  the  same  period.

     Marketing costs increased from $336,000 for the second quarter of 1996 to
$822,000  for  the  same  period of 1997, or 144.5%, and from $513,000 for the
first  six  months  of  1996  to  $1.4 million for the same period of 1997, or
175.0%.    The  increase  in  both  periods  was  due  primarily  to increased
advertising expenses associated with a higher number of Company dealerships as
well  as  advertising  expenses associated with the introduction of Drive Home
USA  Auto  Company  as  the  new  name for the Company dealerships in Indiana.

     The  provision  for  credit losses decreased from $893,000 for the second
quarter  of  1996  to  $649,000  for  the  same period of 1997, or 27.3% while
provision expense increased from $2.1 million for the first six months of 1996
to  $7.0 million for the same period of 1997, or 229.8%.  The decrease for the
second quarter of 1997 over the comparable 1996 period was due primarily to an
additional  provision  required  in  the second quarter of 1996 to restore the
allowance  and  discount  available  for  credit  losses  to  a  level  deemed
acceptable  by  management.  Such a provision was not deemed necessary for the
second  quarter  of  1997.    The increase for the first six months of 1997 as
compared to the same period of 1996 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 $8.3 million as of June 30,
1997.    The  total  available  for credit losses as a percentage of contracts
receivable was 11.6% as of June 30, 1997 compared to 12.1% as of June 30, 1996
and  10.6%  as  of  December  31,  1996.    The  Company's  60 day contractual
delinquency  rate  was 1.5% as of June 30, 1997 as compared to 1.7% as of June
30,  1996,  1.8%  as  of  December  31,  1996  and  1.8% as of March 31, 1997.

     Other expenses decreased from $1.7 million for the second quarter of 1996
to  $1.5 million for the same period of 1997, or 14.7% and increased from $3.0
million  during  the  first  six  months  of 1996 to $3.9 million for the same
period  of  1997,  or  30.8%.   The decrease for the second 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 connected to the Visa credit card program
that  was  offered  in  the  second  quarter  of  1996 but not in 1997; (ii) a
reduction  in  various  state  taxes  as  a  result  of the net operating loss
carry-back  and  (iii)  reduced  repossession  expenses in 1997 as compared to
1996.  These reductions in expense were partially offset by increased rent and
computer  support  fees  due to the increase in Company dealerships and credit
life claims and commission expense associated with insurance policies produced
and  reinsured  by  the Company.  The increase in other expenses for the first
six  months of 1997 as compared to the same period of 1996 was due to a number
of  factors  including:  (i)  increased rent, utility and depreciation expense
associated  with  operating  the  expanded  network of Company dealerships and
occupancy  of  the new corporate offices in 1997; (ii) an increase in the loss
provision  connected  with  the  Visa  credit  card program; (iii) credit life
claims  and commission expense associated with insurance policies produced and
reinsured  by the Company, and (iv) increased computer support and maintenance
fees associated with the computer system used by the Company dealerships.  The
increase  was  partially  offset  by the reduction of various state taxes as a
result  of  the net operating loss carry-back and reduced repossession expense
in  1997  compared  to  1996.

     As  a  result  of  the foregoing factors, the Company's net income before
income  taxes  decreased from $805,000 for the second quarter of 1996 to a net
loss  of  $(601,000) for the same period of 1997 and from $1.2 million for the
first  six  months of 1996 to a net loss of $(8.3 million) for the same period
of  1997.


Income  Taxes

     In  the  second  quarter of 1996, income tax expense was $322,000 and for
the first six months of 1996 was $471,000, representing a combined federal and
state  income  tax  rate of 40.0% for each period.  For the second quarter and
first  six  months  of  1997,  the  income  tax  benefit was $240,000 and $3.3
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 it. 
That assessment remains unchanged as of the end of the second 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  June  30,  1997, deferred tax assets and the corresponding
valuation  allowance  each  amounted  to  $8.0  million.



<PAGE>

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company's  principal  need for cash is to fund contract acquisitions
from  Company dealerships and third-party dealers.  Cash used for this purpose
decreased from $37.4 million for the first six months of 1996 to $30.5 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") with General Electric
Capital  Corporation  ("GE Capital"), cash payments received from obligors and
cash  generated from operations.  Borrowings under the Line were $98.3 million
as  of  June  30,  1996  and  $49.9  million  as  of  June  30,  1997.

     The  Company's  secondary  need for capital is to fund the acquisition of
purchased  and  trade  inventory.    As  of June 30, 1996, purchased and trade
inventory  was $1.0 million compared to $7.2 million as of June 30, 1997.  The
bank  line  of  credit,  which was previously used to fund purchased and trade
inventory,  has  been  paid  down  to $1.5 million from availability under the
Line.

     The  Company  sold contracts receivable during the second quarter of 1997
in a manner consistent with its business strategy of exiting certain markets. 
On  April 8, 1997, the Company sold contracts receivable for 92.7% of contract
balance  of  $24.7  million.    On  April  17, 1997 the Company sold contracts
receivable for 95.5% of contract balance of $4.3 million.  No material gain or
loss  was  recorded  in  connection with these sales.  Proceeds from the sales
were used to reduce borrowings under the Line.  Because the sale proceeds were
in  excess  of  the  amounts  borrowed against these contracts under the Line,
additional  liquidity  was  created for the Company.  As of June 30, 1997, the
Company  had completed the sale of contracts receivable in accordance with its
plans  to  focus  its financing operations on its core states of Indiana, Ohio
and  Florida.   The Company may make future sales of contracts receivable from
time  to  time  as  funding  or  other  needs  dictate.

On  April  11,  1997,  the  Company  issued $10.0 million of 12.0% convertible
subordinated  notes  to  an affiliate of Conseco, Inc. ("Conseco") in exchange
for  cash.    On  the  same date, the Company also issued $3.3 million of such
notes  to certain principal shareholders of the Company and their relatives in
exchange  for a like amount of 12.0% unsecured demand notes held by them.  The
two  issues  of  notes  have  identical  terms.  The notes require payments of
interest only, mature on the third anniversary of issuance, and are unsecured.
 The  notes are convertible at any time while they are outstanding into common
stock  of the Company at a conversion rate of $3.00 per share.  The conversion
feature  was  approved  by  shareholders  at the Company's July 8, 1997 annual
meeting.    In  conjunction  with the issuance of the convertible subordinated
notes,  the  Company,  Conseco  and  certain  of  the  Company's  principal
shareholders  entered  into  an  agreement  whereby the principal shareholders
agreed  to vote in favor of the election of two of Conseco's director nominees
and  Conseco  agreed to vote all of its voting shares in favor of the election
of  one  of the principal shareholders' director nominees.  In accordance with
this  agreement,  a  second Conseco director was elected to join the Company's
board  on  April  10,  1997.    In addition, in the event that Conseco makes a
tender  offer to all of the Company's shareholders, the principal shareholders
shall,  under certain circumstances including the tender and acceptance of 25%
of the issued and outstanding shares of Common Stock not held by the principal
shareholders  and  a  minimum  tender offer price of $4.00 per share, tender a
quantity  of  shares  of  common  stock  so  that  the principal shareholders'
ownership will be less than 20% of the issued and outstanding shares of common
stock, including shares to be issued under the convertible subordinated notes,
of  the Company upon the completion of the tender offer.  Conseco also has the
right to appoint one person to act in an operations capacity for the Company. 
Cash  proceeds  from issuance of the notes of $10.0 million were used to repay
borrowings  under  the  Line.

The Company's decision at the end of the third quarter of 1996 to dispose of a
significant  portion  of its repossession inventory through wholesale channels
also  provided cash during the fourth quarter of 1996 and the first six months
of  1997.

     As  a  result  of  the reduction in the volume of contracts acquired from
third-party  dealers,  the  sale  of  a  portion of the Company's portfolio of
contracts  receivable,  the  issuance  of  the  $10.0  million  convertible
subordinated  notes  and  the  wholesaling  of  repossession inventory, all as
described  above, borrowings under the Line were reduced from $94.0 million as
of  December  31,  1996  to  $49.9  million  as  of  June  30,  1997.

Also on April 11, 1997, the Company entered into an Amended and Restated Motor
Vehicle  Installment  Contract  Loan  and  Security  Agreement  ("Restated
Agreement")  with  GE Capital.  Under the terms of the Restated Agreement, the
Company  is  permitted  to  borrow up to the lesser of $70.0 million or 78% of
contracts  receivable  (the  "New Line"), subject to certain limitations.  The
Restated  Agreement  includes  a  number  of financial and operating covenants
including  a  prohibition on the payment of dividends and the requirement that
any  new  branch offices to be opened by the Company be approved in advance by
GE  Capital.  The interest rate on the New Line is one-month LIBOR plus 4.5%. 
A  $350,000  line  fee was paid to GE Capital in connection with the New Line,
which  expires  on  January  1,  1998.

     As  a result of the loss recorded in the first quarter of 1997 due to the
provision  for  credit  losses  and  the  increase  in the valuation allowance
against  deferred  tax  assets,  the  Company  failed  to  comply with certain
financial  covenants  under the Restated Agreement.  Accordingly, the interest
rate  on  the  New Line was increased to LIBOR plus 6.5% on June 5, 1997.  The
Company  continues  to  negotiate  with  GE Capital in an effort to remedy the
out-of-compliance  situation.    While these negotiations continue, GE Capital
agreed  to  reduced  the  interest  rate to the pre-default rate of LIBOR plus
4.5%.

     Maximum  permitted  borrowings under the New Line of $70.0 million are in
excess of actual borrowings as of June 30, 1997 of $49.9 million.  The Company
believes  that  the  difference  of  $20.1  million  provides the Company with
adequate  available lines of credit to implement its business strategy through
the  end  of  1997.   Furthermore, the Company believes that it has sufficient
liquidity  to  acquire contracts and purchased and trade automobile inventory,
as  well  as  to  meet  its  daily  operating requirements both at present and
through  the  end  of  1997.

     As  of  April 30, 1997, the bank line of credit was renewed as a reducing
line  of  credit  maturing August 31, 1997.  As of June 30, 1997, outstandings
under  the  bank line of credit were $1.5 million.  Required monthly principal
reductions  under the bank line of credit will be made from availability under
the  New  Line.

The  Company's  strategy  is  to  acquire  and originate contracts and acquire
purchased  and  trade inventory consistent with maximum permitted indebtedness
under  the  New  Line  and  the bank line of credit.  The Company continues to
explore  alternatives  for  replacing the bank 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 replace the bank
line of credit or implementing any of the various funding strategies currently
being  explored.


<PAGE>

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
borrowings  under  the  Restated  Agreement, the Company's ability to purchase
contracts  in  the  future,  the  Company's  financial  ability to maintain or
replace  its  financing  sources, the Company's continued expansion of Company
dealerships  and  other 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, the Company's
ability to maintain its underwriting policies and guidelines and the Company's
ability  to  open  additional  Company  dealerships  and  to operate them on a
profitable  basis.



<PAGE>

                                      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  April 11, 1997, the Company issued $10.0 million of 12.0% convertible
subordinated notes to Capitol American Life Insurance Company, an affiliate of
Conseco,  Inc.  for  cash.    In  addition, the Company issued $3.3 million of
identical  notes  to  the  Company's Chairman and Chief Executive Officer, the
President  and Chief Operating Officer and members of their immediate families
in  exchange  for  the  surrender  of  $3.3 million of previously issued 12.0%
unsecured  notes  held by them.  The newly issued notes require the payment of
interest only, mature on the third anniversary of issuance, and are unsecured.
 The  notes  are  convertible  at  any  time while they are outstanding at the
option  of the holder into common stock of the Company at a conversion rate of
$3.00  per  share.   Cash proceeds from the issuance of the notes were used to
repay borrowings under the Company's revolving line of credit.  The notes were
issued  in a privately negotiated transaction and in reliance on the exemption
from  registration  afforded  by  Section  4(2) of the Securities Act of 1933.


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

     No matters were submitted to a vote of security holders during the second
quarter  of  1997.


ITEM  5.          OTHER  INFORMATION

     None.


ITEM  6.          EXHIBITS  AND  REPORTS  ON  FORM  8-K
<TABLE>
<CAPTION>

a)          Exhibits


<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  June  30,  1997.


                                  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  August 7, 1997  /s/  Russell E. Algood
      --------------  ------------------------------
                      Russell. E. Algood
                      President and
                      Chief Operating Officer


Date  August 7, 1997  /s/  Martin C. Bozarth
      --------------  ------------------------------
                      Martin C. Bozarth
                      Chief Financial Officer
</TABLE>


















































                                 Exhibit 11.1


<TABLE>
<CAPTION>

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


<S>                                                         <C>          <C>             <C>         <C>           <C>
THREE MONTHS                                                             SIX MONTHS
ENDED JUNE 30,                                                           ENDED JUNE 30,
----------------------------------------------------------               --------------                                      
                                                                 1997*                         1996        1997*         1996
                                                            -----------                  ----------  ------------  ----------
Primary:
     Weighted average shares outstanding                     6,022,000                    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                                           9,557                          ---       15,228          ---
                                                            -----------                  ----------  ------------  ----------
     Total weighted average shares                           6,031,557                    6,022,000    6,037,228    6,022,000
                                                            ===========                  ==========  ============  ==========
     Net income (loss)                                      $ (600,666)                  $  483,227  $(8,344,793)  $  706,672
                                                            ===========                  ==========  ============  ==========
     Per share amount                                       $    (0.10)                  $     0.08  $     (1.38)  $     0.12
                                                            ===========                  ==========  ============  ==========
Fully diluted:
     Weighted average shares outstanding                     6,022,000                    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                                                  9,557                          ---       15,228          ---
                                                            -----------                  ----------  ------------  ----------
     Total weighted average shares outstanding               6,031,557                    6,022,000    6,037,228    6,022,000
                                                            ===========                  ==========  ============  ==========
     Net income (loss)                                      $ (600,666)                  $  483,227  $(8,344,793)  $  706,672
                                                            ===========                  ==========  ============  ==========
     Per share amount                                       $    (0.10)                  $     0.08  $     (1.38)  $     0.12
                                                            ===========                  ==========  ============  ==========
<FN>


* - Conversion  of  the  12%  subordinated notes is not assumed in the computation because its effect is antidilutive.
</TABLE>