UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549


                                  FORM 10-Q

Commission  File  Number:          0-25760


     Quarterly  Report  Pursuant  to  Section  13  or  15(d) of the Securities
Exchange  Act  of  1934  for  the
     Quarterly  Period  ended  March  31,  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 report(s), 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  March  31,  1997.

<PAGE>
                                  FORM 10-Q

                              TABLE OF CONTENTS


<TABLE>
<CAPTION>



<S>         <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
                                                                                                      8

            Revenues                                                                                  9

            Expenses                                                                                 10

            Liquidity and Capital Resources                                                          11

            Forward-Looking Statements                                                               15

PART II.    Other Information                                                                        16

Item 1.     Legal Proceedings                                                                        16

Item 2.     Changes In Securities                                                                    16

Item 3.     Defaults Upon Senior Securities                                                          16

Item 4.     Submission of Matters to a Vote of Security Holders                                      16

Item 5.     Other Information                                                                        16

Item 6.     Exhibits and Reports on Form 8-K                                                         16

Signatures                                                                                           17
</TABLE>


<PAGE>
PART  I
<TABLE>
<CAPTION>

ITEM  1.          FINANCIAL  STATEMENTS

                                 General Acceptance Corporation
                                  Consolidated Balance Sheets


<S>                                                        <C>               <C>
                                                           MARCH 31, 1997    DECEMBER 31, 1996
                                                           ----------------  -------------------
                                                                (UNAUDITED)             (NOTE 1)
ASSETS
Contracts receivable:
     Held for investment                                   $    61,279,013   $       62,263,129 
     Held for sale                                              34,951,540		 54,868,173 
                                                                ----------   -------------------
                                                                96,230,553          117,131,302 
Allowance and discount available for credit losses              (9,877,766)         (10,611,268)
                                                           ----------------  -------------------
Contracts receivable, net                                       86,352,787          106,520,034 

Cash and cash equivalents                                        1,859,756            1,683,429 
Repossessions                                                    2,782,217            7,534,045 
Purchased and trade automobile inventory                         5,112,126            2,518,069 
Property and equipment, net                                      2,393,409            2,539,135 
Taxes receivable                                                   452,825              568,908 
Other assets                                                     1,484,360            2,282,654 
                                                                 ---------            ---------
Total assets                                               $   100,437,480   $      123,646,274 
                                                           ================  ===================

LIABILITIES
Debt:
     Revolving line of credit                              $    74,878,686   $       93,977,001 
     Bank line of credit                                         4,500,000            4,500,000 
     Notes payable to related parties                            3,305,000            1,000,000 
                                                           ----------------  -------------------
Total debt                                                      82,683,686           99,477,001 

Accounts payable and accrued expenses                            6,339,146            4,650,695 
Dealer participation reserves available
         for credit losses                                       1,495,420            1,855,223 
                                                                 ---------            ---------
Total liabilities                                               90,518,252          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)                                    (19,873,345)         (12,129,218)
                                                           ----------------  -------------------
Total stockholders' equity                                       9,919,228           17,663,355 
                                                           ----------------  -------------------
Total liabilities and stockholders' equity                 $   100,437,480   $      123,646,274 
                                                           ================  ===================
<FN>
  See  accompanying  notes.
</TABLE>



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

                    Consolidated Statements of Operations
                                 (Unaudited)



THREE MONTHS ENDED MARCH 31,
------------------------------------------                     
<S>                                         <C>           <C>
                                                   1997         1996 
                                            ------------  -----------
Finance revenues:
     Interest and discount                  $ 5,291,869   $6,736,994 
            Ancillary products                   87,391      248,395 
     Other                                       89,355      198,962 
                                            ------------  -----------
Total finance revenues                        5,468,615    7,184,351 


Net dealership revenues:
     Sale of purchased and trade vehicles     5,417,422      863,607 
     Cost of sales                           (5,107,035)    (655,242)
     Other                                      204,032      134,954 
                                             -----------    --------
Total net dealership revenues                   514,419      343,319 
                                            ------------  -----------

Total net revenues                            5,983,034    7,527,670 

Expenses:
     Interest                                 2,203,354    2,148,430 
     Salaries and employee benefits           2,086,419    2,282,212 
     Marketing                                  589,808      177,214 
     Provision for credit losses              6,363,808    1,233,503 
     Other                                    2,483,772    1,313,902 
                                            -----------   -----------
Total expenses                               13,727,161    7,155,261 
                                            ------------  -----------
Income (loss) before income tax              (7,744,127)     372,409 
Income tax                                          ---      148,964 
                                            ------------  ----------
Net income (loss)                           $(7,744,127)  $  223,445 
                                            ============  ===========

Net income (loss) per share                 $     (1.28)  $      .04 
                                            ============  ===========

Weighted average shares outstanding           6,042,069    6,022,000 
                                            ============  ===========
<FN>
  See  accompanying  notes.
</TABLE>



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

                                  Consolidated Statements of Cash Flows
                                               (Unaudited)


<S>                                                         <C>            <C>
                                                                           THREE MONTHS ENDED MARCH 31,
                                                                           ------------------------------
                                                                    1997                            1996 
                                                            -------------  ------------------------------
OPERATING ACTIVITIES
Net income (loss)                                           $ (7,744,127)  $                     223,445 
Adjustments to reconcile net income (loss) to net
     cash (used in) provided by operating activities:
          Depreciation of property and equipment                 183,170                         140,732 
          Amortization of deferred costs and revenues,
               net                                                73,975                         169,139 
          Provision for credit losses                          6,363,808                       1,233,503 
          Changes in operating assets and liabilities:
                Increase in other assets and
                     taxes receivable                            914,377                      (1,027,642)
                Increase in accounts payable
                     and accrued expenses                      1,688,451                        (292,481)
                Increase in purchased and trade inventory     (2,594,057)                       (260,731)
                                                            -------------  ------------------------------
Net cash (used in) provided by operating activities           (1,114,403)                        185,965 

INVESTING ACTIVITIES
Cost of acquiring or originating contracts receivable         (7,992,012)                    (17,885,411)
Principal collected on contracts receivable                   11,266,961                      15,096,356 
Proceeds from sales of contracts receivable                   14,846,540                             --- 
Purchases of property and equipment                              (37,444)                       (352,603)
                                                              ----------                      -----------
Net cash provided by (used in) investing activities           18,084,045                      (3,141,658)


FINANCING ACTIVITIES
Borrowings on revolving line of credit                        12,362,633                      25,268,122 
Repayments of revolving line of credit                       (31,460,948)                    (22,185,896)
Borrowings on bank line                                        1,000,000                             --- 
Repayments of bank line                                       (1,000,000)                            --- 
Borrowings on notes payable to related parties                 2,305,000                             --- 
                                                            -------------                      ----------
Net cash (used in) provided by financing activities          (16,793,315)                      3,082,226 
                                                            -------------  ------------------------------

Net increase in cash and cash equivalents                        176,327                         126,533 
Cash and cash equivalents at beginning of period               1,683,429                         557,206 
                                                            ------------   ------------------------------
Cash and cash equivalents at end of period                  $  1,859,756   $                     683,739 
                                                            =============  ==============================
<FN>
          See  accompanying  notes.
</TABLE>



<PAGE>
                        General Acceptance Corporation

                  Notes to Consolidated Financial Statements
                                 (Unaudited)

                                March 31, 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 month period
ended March 31, 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 quarter ended March 31, 1997 and March 31, 1996 is not material.


Note  3.          Subsequent  Events

     In  late  1996,  the Company decided to exit certain markets and focus on
its  better  performing  markets.    In  1997,  the  Company commenced selling
contracts  receivable  that  had  been  acquired  in  the certain markets, and
commenced  closing operations in those 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 by the Company
in  connection  with  these  sales.

     On  April  11,  1997,  the  Company  issued  $13.3 million of convertible
subordinated  debt.   Of this amount, $10.0 million was issued to an affiliate
of  Conseco,  Inc.    The  remaining  $3.3  million  was  issued  to  certain
shareholders  and relatives in exchange for a like amount of unsecured debt of
the  Company  held  by  them.    The  debt  is  convertible  at  any time into
approximately  4,417,000  shares  of  stock, has an interest rate of 12.0% and
matures  in  April  2000.

     On  April  11,  1997,  the  Company  entered  into  a modification of its
revolving  line of credit agreement ("Agreement").  The Agreement provides for
an  extension  of  the  maturity  of  the  line  to January 1, 1998, and for a
reduction  in  the  maximum  permitted  indebtedness  under the line from $100
million to $70 million.  Borrowings are further limited to no more than 78% of
eligible  contracts  receivable.

     On  April  30,  1997,  the  Company renewed its $4.5 million bank line of
credit  as  a  reducing line of credit maturing August 31, 1997.  The interest
rate  on  the  bank line of credit is charged monthly at the bank's prime rate
plus  1.5%.






<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>
                                     MARCH 31,      DECEMBER 31,
                                             1997            1996 
                                     -------------  --------------
Contractually scheduled payments     $120,079,974   $ 146,744,916 
Add (deduct):
     Unearned interest income         (24,109,938)    (30,006,489)
     Accrued interest income              245,583         354,333 
     Unearned insurance commissions       (38,611)        (29,820)
     Net deferred acquisition costs        53,545          68,362 
                                     -------------  --------------
Contracts receivable                   96,230,553     117,131,302 
Allowance and discount available
     for credit losses                 (9,877,766)    (10,611,268)
                                     ------------   -------------
Contracts receivable, net            $ 86,352,787   $ 106,520,034 
                                     =============  ==============
</TABLE>


<TABLE>
<CAPTION>

     Changes in the components of amounts available for credit losses during the three month period ended March
31,  1997  are  presented  below:


<S>                                     <C>                       <C>                              <C>
                                                                  DEALER PARTICIPATION RESERVES
                                        ALLOWANCE AND DISCOUNT
                                                                                                   TOTAL
                                                                                                   ------------
Balance December 31, 1996               $            10,611,268   $                    1,855,223   $12,466,491 
Additions                                             7,018,651                          665,373     7,684,024 
Charge-offs, net                                     (6,498,671)                        (978,462)   (7,477,133)
Allocated to contracts receivable sold               (1,253,482)                         (46,714)   (1,300,196)
                                        ------------------------  -------------------------------  ------------
Balance March 31, 1997                  $             9,877,766   $                    1,495,420   $11,373,186 
                                        ========================  ===============================  ============
</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>
                                                         MARCH 31, 1997   DECEMBER 31, 1996
                                                         ---------------  ------------------
Net charge-offs to monthly average contracts
     receivable (1)                                               28.75%              24.73%
Delinquency ratio (2)                                              1.81%               1.82%
Allocated portion of total available for credit losses
     as a percentage of contracts receivable (3):
          Held for sale                                            7.32%               7.69%
          Held for investment                                     14.39%              13.25%
                                                       <FN>

(1)     Ratio of net charge-offs to average contracts receivable for the quarter ended March
31,  1997  and  the  year  ended  December  31,  1996,  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>



<PAGE>
THREE  MONTH PERIOD ENDED MARCH 31, 1997, COMPARED TO THREE MONTH PERIOD ENDED
MARCH  31,  1996


Revenues

     Total  finance  revenues decreased from $7.2 million in the first quarter
of  1996  to  $5.5  million  in  the first quarter of 1997, a decrease of $1.7
million or 23.9%.  The decrease was due to a decrease in interest and discount
revenues,  and  to a lesser extent, a decrease in ancillary products revenues.

     Interest  and  discount revenues decreased from $6.7 million in the first
quarter  of  1996  to $5.3 million in the first quarter of 1997, a decrease of
$1.4  million  or  21.5%.    The  decrease  was due primarily to a decrease in
average  contracts  receivable  from  $124.7  million  at the end of the first
quarter  of  1996 to $104.8 million at the end of the first quarter of 1997, a
decrease of $19.9 million, or 16.0%, and to a lower average yield on contracts
receivable  in  the  first quarter of 1997.  The decrease in average contracts
receivable  was  due  to the sale by the Company of $18.7 million of contracts
receivable  during the fourth quarter of 1996 and the first quarter of 1997 as
well as to lower volume of contracts acquired in the first quarter of 1997 due
to  funding  constraints  under  the  Company's revolving line of credit.  See
"Management's  Discussion  and  Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources".  The average yield on contracts
receivable  during  the  first quarter of 1996 was 21.5% compared to 19.8% for
the  first  quarter of 1997.  The decrease was due primarily to an increase in
the  portion  of  the contract interest rate representing dealer participation
reserves  against  which  losses  can  be  charged.

     Ancillary  products  revenue decreased from $248,000 in the first quarter
of  1996  to  $87,000  in  the  first  quarter  of 1997.  The decrease was due
primarily  to decreased sales of a warranty program, a motor club program, and
life and disability insurance commissions.  Decreased sales of these ancillary
products  are  due  to  the  decrease  in  the  volume of contracts receivable
acquired  from  $17.9  million in the first quarter of 1996 to $8.0 million in
the  first  quarter  of  1997.

     Other  revenue  decreased  from  $199,000 in the first quarter of 1996 to
$89,000  in  the  first  quarter of 1997.  The decrease was primarily due to a
reversal  in  the  first  quarter  of  1996 of a special reserve for losses on
receivables  from a third-party dealer as a result of the reduction in amounts
owed  to  the  Company  by  that  dealer.

     Sales  of  purchased  and  trade  vehicles increased from $864,000 in the
first  quarter  of  1996  to  $5.4  million  in  the first quarter of 1997, an
increase of $4.6 million, or 527.3%. This was due primarily to the increase in
the  number of purchased and trade vehicles sold as a result of an increase in
the  number of Company dealerships from eight as of March 31, 1996 to 15 as of
March  31,  1997,  and 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.

     Cost  of sales of purchased and trade vehicles increased from $655,000 in
the  first  quarter of 1996 to $5.1 million in the first quarter of 1997.  The
gross  margin  percentage (defined as the difference between sales and cost of
sales,  divided by sales) decreased from 24.1% in the first quarter of 1996 to
5.7%  in  the  first quarter of 1997, due to increased losses on purchased and
trade  vehicles  sold  wholesale  at  auctions.

     Other  revenue  generated  by  the  Company  dealerships  increased  from
$135,000  for  the  first quarter of 1996 to $204,000 for the first quarter of
1997,  an  increase  of  $69,000,  or  51.2%.

     As  a  result  of  the  foregoing, total net revenues decreased from $7.5
million for the first quarter of 1996 to $6.0 million for the first quarter of
1997,  a  decrease  of  $1.5  million,  or  20.5%.


Expenses

     Interest expense increased from $2.1 million in the first quarter of 1996
to $2.2 million in the first quarter of 1997, an increase of $55,000 or 2.6%. 
The  increase  was  due primarily to a higher average borrowing cost in 1997. 
The  Company's  average  borrowing cost was 8.8% for the first quarter of 1996
and  9.5%  for the first quarter of 1997.  Total average borrowings were $95.7
million for the first quarter of 1996, compared to $90.1 million for the first
quarter  of  1997.    Higher  borrowing costs in the first quarter of 1997, as
compared  to  the  first quarter of 1996, were due primarily to an increase in
the  spread  over  LIBOR  on  the  Company's  revolving line of credit of 1.0%
effective  March 15, 1996.  As of March 31, 1996 and March 31, 1997 the spread
over LIBOR was 4.0%, although for most of the first quarter of 1996 the spread
was  3.0%.    In  the first quarter of 1997 the Company's borrowings under the
bank  line  of credit and borrowings from principal shareholders and relatives
increased borrowing costs as compared to the first quarter of 1996 as the only
borrowings  during  the first quarter of 1996 were under the revolving line of
credit.   Unsecured demand notes from certain principal shareholders and their
relatives  carried  an  interest  rate  of  12.0%.

     Salaries  and  employee benefits decreased from $2.3 million in the first
quarter  of  1996  to $2.1 million in the first quarter of 1997, a decrease of
$196,000, or 8.6%.  This decrease was primarily due to a decrease in full time
equivalent  employees  from  329  as  of March 31, 1996 to 299 as of March 31,
1997.    The  decrease  in full time equivalent employees was due primarily to
headcount reductions associated with the closing of five branch offices during
the  period  from  March 31, 1996 to March 31, 1997 and reductions in staff at
Company  headquarters  partially  offset  by  increased  employment due to the
opening  of  seven  Company  dealerships  during  the  same  period.

     Marketing  costs  increased from $177,000 in the first quarter of 1996 to
$590,000  in  the  first quarter of 1997, an increase of $413,000, or 232.8%. 
The  increase  was  due primarily to increased advertising associated with the
higher  number  of  Company  dealerships.   The Company expects to continue to
advertise  at a higher rate in 1997 to generate additional sales volume at the
Company  dealerships.

     The provision for credit losses increased from $1.2 million for the first
quarter  of  1996,  to  $6.4 million for the first quarter of 1997.  The first
quarter  of  1997  provision  was  primarily  due  to  recent  experience  in
liquidating  the  Company's  repossession inventory at auctions at prices less
than  had been previously received.  As a result of lower auction proceeds the
Company  decided  to  further strengthen its reserves.  The Company attributes
the  adverse  trend  in  auction  prices  to  seasonal factors and the general
softness  in  used  vehicle  prices.

The total available for credit losses was $11.4 million as of March 31, 1997. 
Of  this  amount, $2.6 million has been allocated to contracts receivable held
for  sale.   The remainder, $8.8 million, is allocated to contracts receivable
retained  by  the  Company.    For  contracts receivable to be retained by the
Company,  the  total  available for credit losses as a percentage of contracts
receivable was 14.4% as of March 31, 1997 compared to 13.3% as of December 31,
1996.    The Company's 60-day contractual delinquency rate was 1.8% as of both
March  31,  1997  and  December  31,  1996.

     Other  expense increased from $1.3 million for the first quarter of 1996,
to  $2.5 million for the first quarter of 1997, an increase of $1.2 million or
89.0  %.    This  increase  was  due  to  a  number of factors, including: (i)
increased  rent,  utility, depreciation and tax expense due to operating seven
additional  Company  dealerships  and  occupying  new corporate offices in the
first  quarter 1997 as compared to first quarter 1996; (ii) increased computer
support  fees  and monthly charges associated with the computer system used by
the Company dealerships; (iii) increased legal fees incurred by the deficiency
department,  created  in  third  quarter  1996,  in  the process of collecting
charged-off  contracts receivable, and (iv) a $461,000 increase in the reserve
connected  with  the  Visa  credit  card  program.

     As  a  result of the foregoing factors, the Company's income before taxes
decreased  from $372,000 for first quarter of 1996 to a loss of $(7.7) million
for  the  first  quarter  of  1997.


Income  taxes

     In  the  first  quarter  of  1996,  income  tax  expense  was  $149,000,
representing  a  combined  federal and state income tax rate of 40.0%.  In the
first  quarter  of  1997,  income tax benefit was $3.1 million which was fully
offset  by  an  increase  of  a like amount to 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 first 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 reserve, it would have the effect of reducing
recorded  tax  expense.


LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company's  principal  need for cash is to fund contract acquisitions
from  third-party  dealers.    Cash used for this purpose decreased from $17.9
million  in  the first quarter of 1996 to $8.0 million in the first quarter 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 $97.2 million as of
March  31,  1996  and  $74.9  million  as  of  March  31,  1997.

     The  Company's  secondary  need  for  capital  is  to  fund  repossession
inventory  and  purchased  and  trade inventory (together "Inventory").  As of
March  31,  1996,  Inventory  was $10.7 million compared to $7.9 million as of
March  31,  1997.    During  third  quarter  1996, the Company obtained a $4.5
million bank line of credit to fund Inventory.  In first quarter 1997, as this
bank  line  of  credit  was  drawn  to  the maximum amount, the Company funded
Inventory  with  borrowings on notes payable to certain principal shareholders
and  their  relatives.

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

     The  Company  reduced  the  volume of contracts acquired from third-party
dealers.    This  reduction  limited  the  need  for  cash to make advances to
third-party  dealers  and  was  accomplished  by  a  further tightening of the
Company's  credit  guidelines.

     The  Company  sold  contracts  receivable in a manner consistent with its
business  strategy  of  exiting  certain  markets.    Substantially all of the
Company's  contracts  receivable in Missouri, Michigan, Virginia, Illinois and
Arizona  have  been  sold.    On  January  7, 1997, the Company sold contracts
receivable  for  102.0%  of contract balance of $1.6 million.  On February 19,
1997,  the  Company sold contracts receivable for 90.8% of contract balance of
$14.5  million.    On April 8, 1997, the Company sold contracts receivable for
92.7%  of  contract  balance  of $24.7 million.  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.  Of the
$35.0  million in contracts receivable classified as of March 31, 1997 as held
for  sale,  approximately  85.0%  have  been  sold  to  date.   The Company is
exploring  alternatives  with  several  prospective  buyers  regarding  the
approximately  15.0% of contracts receivable classified as held for sale as of
March  31,  1997,  which  to  date  have  not  been  sold.

     The  Company borrowed money from certain principal shareholders and their
relatives  in  the form of unsecured demand notes bearing interest at 12.00%. 
During the first quarter of 1997, $2.3 million was borrowed bringing the total
borrowed  to  $3.3  million  as  of March 31, 1997.  Proceeds were used by the
Company  to  repay  borrowings  under  the Line and to fund the acquisition of
purchased  and  trade  inventory.

     On April 11, 1997, the Company issued $10.0 million of 12.00% convertible
subordinated  notes  to  an affiliate of Conseco, Inc. ("Conseco") in exchange
for  cash.    On  the  same date, the Company also issued $3.3 million of such
notes  to certain principal shareholders of the Company and their relatives in
exchange for a like amount of 12.00% unsecured demand notes held by them.  The
two  issues  of  notes  have  identical  terms.  The notes require payments of
interest only, mature on the third anniversary of issuance, and are unsecured.
 The  conversion  feature  is  subject  to  approval  by  shareholders  at the
Company's  1997  annual  meeting.    Subject  to  such approval, the notes are
convertible  at  any  time while they are outstanding into common stock of the
Company  at  a  conversion  rate  of $3.00 per share.  In conjunction with the
issuance  of  the  convertible  subordinated  debt,  the  Company, Conseco and
certain  of  the  Company's  principal  shareholders entered into an agreement
whereby  the  principal shareholders will vote in favor of the election of two
of  Conseco's director nominees and Conseco will vote all of its voting shares
in  favor  of  the  election  of  one  of the principal shareholders' Director
nominees.   In addition, in the event that Conseco makes a tender offer to all
of the Company's shareholders, the principal shareholders shall, under certain
circumstances  including  the  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, 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 appointed 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 quarter 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  $2.3  million  borrowed  from  certain  principal
shareholders,  the issuance of the $10.0 million convertible subordinated debt
and  the  wholesaling  of  repossession  inventory,  all  as  described above,
borrowings  under  the Line were reduced from $94.0 million as of December 31,
1996  to $74.9 million as of March 31, 1997 and approximately $43.1 million as
of  May  8,  1997.

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

     As  a  result  of the provision for credit losses and the increase in the
valuation  allowance against deferred tax assets in the first quarter of 1997,
the  Company  failed  to  comply with the minimum net worth covenant under the
Restated  Agreement.    The  Company  is  in discussions with GE Capital in an
effort  to  remedy  the  out-of-compliance  situation.
     Maximum  permitted  borrowings under the New Line of $70.0 million are in
excess of actual borrowings as of May 8, 1997 of approximately $43.1 million. 
The  Company  believes  that  the  difference  of  approximately $26.9 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.  Under the New Line, based on its
portfolio  of contracts receivable, the Company has approximately $5.6 million
of  borrowing  availability  as  of  May  8,  1997.

     The  bank  line of credit which permitted the Company to borrow up to the
lesser of $4.5 million or 50% of the value, as defined, of eligible Inventory,
and  which  had an interest rate equal to the bank's prime rate, expired April
30,  1997.   Borrowings under the line of credit were $4.5 million as of March
31,  1997.    As  of  April 30, 1997, the bank line of credit was renewed as a
reducing  line of credit maturing August 31, 1997.  Required monthly principal
reductions  under the bank line of credit will be made from availability under
the  New  Line.

The  Company  has  begun exploring alternatives for replacing the bank line of
credit.    The  Company's  strategy  is  to  acquire  and  originate contracts
consistent  with  maximum  permitted  indebtedness  under  the  New Line.  The
Company  is  evaluating  various  alternative  funding  strategies  including
additional  lines  of  credit and securitization which would permit additional
growth  in  the  Company's  portfolio  of  contracts  receivable.  However, no
assurance  can  be given that the Company will be successful in 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

     None.


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 first
quarter  of  1997.


ITEM  5.          OTHER  INFORMATION

     None.


ITEM  6.          EXHIBITS  AND  REPORTS  ON  FORM  8-K

a)          Exhibits

     10.82          Amended  and  Restated Revolving Loan & Security Agreement
between  Fifth  Third
      Bank  of Central Indiana and General Acceptance Corporation, dated April
30,  1997.

     11.1          Statement  Re:  Computation  of  Per  Share  Earnings.

     27.0          Financial  Data  Schedule.


b)     On February 19, 1997, the Company filed a report on Form 8-K reporting,
pursuant  to  Item  5,  the  sale  of  $18.6  million of contracts receivable.




                                  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.

                                                                             
                              GENERAL  ACCEPTANCE  CORPORATION



Date          May  15,  1997                    /s/    Russell  E.  Algood
               Russell.  E.  Algood
               President  and
               Chief  Operating  Officer


Date          May  15,  1997                    /s/    Martin  C.  Bozarth
               Martin  C.  Bozarth
               Chief  Financial  Officer



13
















































                                Exhibit 10.82

            AMENDED & RESTATED REVOLVING LOAN & SECURITY AGREEMENT

     This Revolving Loan & Security Agreement ("Agreement") is entered into as
of  the 30th day of April, 1997 by and between GENERAL ACCEPTANCE CORPORATION,
an  Indiana  corporation  ("GAC"), and FIFTH THIRD BANK OF CENTRAL INDIANA, an
Indiana  banking  corporation  ("Bank").
     Recitals

A.        GAC and Bank are parties to that certain Revolving Loan and Security
Agreement  dated  as of August 27, 1996 (the AOriginal Facility@), pursuant to
which Bank made certain loans to GAC, which loans were secured by, among other
things,  GAC=s  motor  vehicle  inventory.

B.       GAC and Bank have agreed to enter into this Agreement in order to (I)
amend  and  restate  the terms of Original Facility; (ii) permit GAC to retire
and  extinguish the outstanding indebtedness under the Original Facility in an
orderly  fashion  over  a period of approximately four (4) months; (iii) waive
all  existing  defaults  under  the  terms  of the Original Facility; and (iv)
document such other changes in the lending relationship between the parties as
have  occurred  since  the  Original  Facility.

C.       It is the intent of GAC and Lender that the execution and delivery of
this amendment and restatement of the terms of the Original Facility shall not
effectuate  a  novation  of  the  indebtedness  outstanding under the Original
Facility,  but rather as it pertains to the indebtedness outstanding under the
Original  Facility, shall constitute a substitution of the terms governing the
payment  and  performance  of such indebtedness and a waiver of past defaults.

     Agreement

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

2.          Revolving  Credit  Loans.
1.
2.             (a)  In General.  Subject to the terms and conditions hereof,
Bank hereby extends to GAC a reducing line of credit facility (the "Facility")
under  which  Bank may make loans (each, a "Revolving Loan," and collectively,
the  "Revolving Loans") to GAC at GAC's request, from time to time, during the
term  of  the Facility in a principal amount not to exceed (i) $3,500,000 from
the date hereof to May 30, 1997, (ii) $2,500,000 from May 31, 1997 to June 29,
1997,  (iii)  $1,500,000 from June 30, 1997 to July 30, 1997, or (iv) $500,000
from  July  31,
<PAGE>
1997 to August 30, 1997, (the "Limit").  However, Bank will have discretion at
all  times  as  to whether or not to make any Revolving Loan.  Bank may create
and  maintain reserves, from time to time, based on such credit and collateral
considerations  as Bank may deem appropriate.  GAC may borrow, prepay (without
penalty  or  charge),  and reborrow under the Facility so long as the Limit is
not  exceeded,  GAC  is  not  in  Default  hereunder,  and the other terms and
conditions hereof are satisfied.  If the amount of Revolving Loans outstanding
at any time under the Facility exceeds the Limit, GAC will immediately pay the
amount  of  such  excess  to  Bank  in  cash.

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

(c)       Term of Facility.  The maturity date of the Facility is August 31,
1997,  unless  such  maturity  date  is  accelerated  by reason of an Event of
Default.

(d)     Interest Rate.  Interest on the outstanding principal balance of the
     Facility  will  accrue  at a rate per annum equal to the Prime Rate as in
effect  from  time  to  time plus 150 basis points.  The interest rate charged
will  change  automatically upon each change in the Prime Rate.  Interest will
be  calculated  on  the basis of a year of 360 days and charged for the actual
number  of  days  elapsed.   Interest will be payable in immediately available
funds at the principal office of Bank on the first day of each calendar month.
 After  maturity,  whether  by  acceleration  or  otherwise,  and  after  the
occurrence  of  an  Event of Default (with or without notice to GAC), interest
will  accrue  at  a  rate  per  annum  equal to the Default Rate (computed and
adjusted  in  the  same  manner  as  the  Prime  Rate).

(e)   Repayment.  Accrued and unpaid interest will be due and payable on the
first  day  of  the  second calendar month following execution and delivery of
this  Agreement  by GAC and continuing on the first day of each calendar month
thereafter  during the term of the Facility.  Principal payments in the amount
necessary  to  reduce  the  unpaid  principal  balance  of the Facility to the
applicable reducing Limit stated in Section 2(a) of this Agreement will be due
and payable on the respective dates such Limit is to be reduced as provided in
Section  2(a)  of
<PAGE>
this  Agreement.  The unpaid principal balance of the Facility and accrued and
unpaid interest will be due and payable on the maturity date of the Facility. 
Bank  may,  at  its option, charge any interest payments to GAC's account with
Bank.    Interest  that  is not paid when due shall thereupon become principal
hereunder and shall thereafter accrue interest as provided in this Agreement. 
If any scheduled payment hereunder becomes due and payable on a day other than
a  Business  Day,  the  maturity thereof will be extended to the next Business
Day,  and  interest  will  be  payable  at the rate provided in this Agreement
during  the  extension  period.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(a)          (Minimum)  Net  Worth:                                $28,000,000
(b)          (Maximum)  Debt  Ratio:                                3.5 to 1.0
(c)  (Maximum) Rolling Average Delinquency:   9.0%          (8.0% effective   
 July  1,  1997)
(d)  (Maximum) Rolling Average Charge-Off:    2.5%          (1.5% effective   
 July  1,  1997)

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

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

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

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

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

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

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

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

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

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

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

     (a)  the Motor Vehicle Inventory subject to Bank's Lien hereunder will be
held  by  GAC for the sole purpose of storing and exhibiting the same for sale
or  resale  in  the  ordinary  course  of  GAC's  business.
(b)    GAC will keep its Motor Vehicle Inventory subject to inspection by Bank
at  all  reasonable  times,  and  to  pay  Bank  for any and all out-of-pocket
expenses  incurred  by  Bank in connection with periodic unannounced audits of
GAC's  Motor  Vehicle Inventory, such payment to be made by GAC within 10 days
after  written  demand  therefor  by  Bank.

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

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

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

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

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

19.            Powers.  Bank is hereby appointed GAC's attorney-in-fact, and
in  connection  therewith, the following powers are given to Bank, are coupled
with an interest, are irrevocable until the Obligations are paid and satisfied
in  full  and the Facility is terminated, and may be exercised by Bank, in its
sole  discretion,  from time to time and at any time, whether or not GAC is in
Default  hereunder:
     (a)    To  perform  any  obligation  of  GAC  hereunder  in GAC's name or
otherwise,  including  obligations  to  prepare,  execute,  file,  and deliver
financing  statements,  amendments  thereto,  supplements  thereto  or  other
instruments;  to endorse and deliver insurance claims; to release security; to
resort to security in any order; and to do all acts and things and execute all
documents  in  the  name  of GAC as deemed by Bank to be necessary, proper and
convenient  in connection with the preservation, perfection, or enforcement of
its  rights  hereunder.

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

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

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

     (a)  a one-time non-refundable commitment renewal fee of $10,000, payable
upon  the  execution  and  delivery  hereof  by  GAC;

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

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

21.                    Conditions  Precedent.

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

     (a)  Bank  shall  have  received  from  GAC  on or before April 30, 1997,
sufficient  monies  to pay down the principal balance of the Original Facility
to  $3,500,000, and to pay any accrued but unpaid interest on such facility to
and  including  April  30,  1997;

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

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

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

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

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

     (g)  Bank shall have received from GECC satisfactory written confirmation
that  the  Intercreditor  Agreement  between  Bank and GECC dated as of August
26th,  1996,  remains  in  full  force  and  effect;  and

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

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

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

     (b)  GAC shall not be in Default under any other Indebtedness (excluding,
however,  any  default  that  has  been  addressed  in  a  written forbearance
agreement  between  GAC  and  GECC in effect as of the date hereof and as such
forbearance  agreement  may  be  amended  from  time  to  time);
(c)    All  of  the  representations and warranties contained herein are true,
accurate,  and  correct  in  all  material  respects  as of the date each such
Revolving  Loan  is  requested;  and

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

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

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

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

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

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

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

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

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

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

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

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

24.                    Miscellaneous  Provisions:

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

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

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

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

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

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

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

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

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



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

<PAGE>

STATE  OF  INDIANA                    )
     )    SS:
COUNTY  OF  MARION                    )

     Before  me, a Notary Public, in and for said County and State, personally
appeared  Martin  C.  Bozarth,  Chief  Financial Officer of General Acceptance
Corporation,  who  executed the foregoing instrument in my presence, this    
day  of                    ,  1997.

     Witness my hand and Notarial Seal this            day of              
,  1997.
     
               ,  Notary  Public
residing  in            County,  Indiana

My  Commission  Expires:



INDS01  EAK  199668

                                     -4-


     EXHIBIT  "A"

     DEFINITIONS

     As  used  in  this Agreement and/or herein, the following terms will have
the  meanings  set  forth  below:
     "Advances" means those sums designated in Sections 18, 19, and 20 of this
Agreement as well as those other fees and charges due Bank from GAC under this
Agreement,  except  interest.

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

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

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

     "Default  Rate"  means a rate of interest equal to 550 basis points above
the  Prime  Rate,  as  established  from  time  to  time.

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

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

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

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

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

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

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

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

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

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

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

     "GECC"  means  General  Electric  Capital  Corporation.

     "GECC Facility" means the "Amended and Restated Motor Vehicle Installment
Contract  Loan and Security Agreement" between GECC and GAC Credit Corporation
dated on or about April 11, 1997, as such may be amended or modified from time
to  time,  and  includes  any  replacement  to such loan facility entered into
between  GECC  and  GAC.

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

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

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

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

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

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

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

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

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

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

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

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


     EXHIBIT  "C"

     DESCRIPTION  OF  COLLATERAL

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

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

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

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

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

     (e)    all  proceeds and products of the Collateral and all additions and
accessions  to,  replacements  of,  insurance or condemnation proceeds of, and
documents  covering  the  Collateral,  all  tort or other claims against third
parties  arising  out  of  damage  or  destruction of Collateral, all property
received  wholly  or partly in trade or exchange for Collateral, all fixtures,
all leases of Collateral and all rents, revenues, issues, profits and proceeds
arising  from  the sale, lease, license, encumbrance, collection, or any other
temporary or permanent disposition, of the Collateral or any interest therein.
(f)    all  instruments,  chattel  paper,  documents,  investment  property
(including,  securities  whether  certificated  or  uncertificated,  security
entitlements,  securities  accounts,  commodity  contracts,  and  commodity
accounts), money, cash, letters of credit, warrants, dividends, distributions,
contracts,  agreements,  contract rights or other property, owned by GAC or in
which  GAC  has an interest, including but not limited to, those which now are
or  at  any  time hereafter will be in the possession or control of Bank or in
transit  by  mail or carrier to or in the possession of any third party acting
on behalf of Bank, without regard to whether Bank received the same in pledge,
for  safekeeping,  as  agent  for  collection  or transmission or otherwise or
whether  Bank  had  conditionally released the same, and the proceeds thereof,
all  rights  to  payment  from,  and  all claims against Bank, and any deposit
accounts  of  GAC  with Bank, including all demand, time, savings, passbook or
other  accounts  (excluding, however, any Subsidiary Account) and all deposits
therein.

INDS01  EAK  199668















































                                 Exhibit 11.1


<PAGE>
<TABLE>
<CAPTION>

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


THREE MONTHS
ENDED MARCH 31,
----------------------------------------------------------                     
<S>                                                         <C>           <C>
                                                                   1997         1996
                                                            ------------  ----------
  Primary:
     Weighted average shares outstanding                      6,022,000    6,022,000
     Net effect of dilutive stock options - based on the
          treasury stock method using the average
          market price                                           20,069          ---
                                                            -----------   ----------
     Total weighted average shares outstanding                6,042,069    6,022,000
                                                            ===========   ==========
     Net income (loss)                                      $(7,744,127)  $  223,445
                                                            ============  ==========
     Per share amount                                       $     (1.28)  $     0.04
                                                            ============  ==========
Fully diluted:
     Weighted average shares outstanding                      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                                                  20,069          ---
                                                              ---------    ---------
     Total weighted average shares outstanding                6,042,069    6,022,000
                                                            ============  ==========
     Net income (loss)                                      $(7,744,127)  $  223,445
                                                            ============  ==========
     Per share amount                                       $     (1.28)  $     0.04
                                                            ============  ==========
</TABLE>