UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549


                                  FORM 10-Q

Commission  File  Number:          0-25760


X          Quarterly  Report Pursuant to Section 13 or 15(d) of the Securities
Exchange  Act  of  1934  for  the
     Quarterly  Period  ended  September  30,  1996.

     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)






                                                        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)




              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  November  13,  1996.
<PAGE>
FORM  10-Q
<TABLE>

<CAPTION>

                                             TABLE OF CONTENTS





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

Item 1.     Financial Statements                                                                          3

            Balance Sheets                                                                                3

            Statements of Income                                                                          4

            Statements of Cash Flows                                                                      5

            Notes to Financial Statements                                                                 6

Item 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations
                                                                                                          7

            Revenues                                                                                      8

            Expenses                                                                                      9

            Liquidity and Capital Resources                                                              11

            Forward-Looking Statements                                                                   12

PART II.    Other Information                                                                            13

Item 1.     Legal Proceedings                                                                            13

Item 2.     Changes In Securities                                                                        13

Item 3.     Defaults Upon Senior Securities                                                              13

Item 4.     Submission of Matters to a Vote of Security Holders                                          13

Item 5.     Other Information                                                                            13

Item 6.     Exhibits and Reports on Form 8-K                                                             13

Signatures                                                                                         14


</TABLE>


                                    PART I

ITEM  1.          FINANCIAL  STATEMENTS
<TABLE>

<CAPTION>

                                   General Acceptance Corporation

                                           Balance Sheets



<S>                                                        <C>                   <C>
                                                           SEPTEMBER 30, 1996    DECEMBER 31, 1995
                                                           --------------------  -------------------
                                                                    (UNAUDITED)             (NOTE 1)
ASSETS
Contracts receivable                                       $       125,177,425   $      129,392,670 
Allowance and discount available for credit losses                 (16,175,296)         (19,512,815)
                                                           --------------------  -------------------
Contracts receivable, net                                          109,002,129          109,879,855 

Cash and cash equivalents                                            1,805,132              557,206 
Repossessions                                                       11,416,831            5,223,623 
Purchased and trade automobile inventory                             2,531,570              811,820 
Property and equipment, net                                          2,491,528            1,672,475 
Taxes receivable                                                     1,530,296            2,300,475 
Deferred tax asset                                                   2,260,000            2,260,000 
Other assets                                                         3,804,708            1,674,847 
Total assets                                               $       134,842,194   $      124,380,301 
                                                           ====================  ===================

LIABILITIES
Revolving line of credit                                   $        97,692,466   $       94,165,243 
Bank line of credit                                                  4,300,000                  --- 
Accounts payable and accrued expenses                                5,329,770            1,605,484 
Dealer participation reserves available
    for credit losses                                                2,427,350            1,865,681 
Total liabilities                                                  109,749,586           97,636,408 

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 in 1996
     and 1995                                                       29,792,573           29,792,573 
Retained earnings (deficit)                                         (4,699,965)          (3,048,680)
                                                           --------------------  -------------------
Total stockholders' equity                                          25,092,608           26,743,893 
                                                           --------------------  -------------------
Total liabilities and stockholders' equity                 $       134,842,194   $      124,380,301 
                                                           ====================  ===================
<FN>

       See  accompanying  notes

</TABLE>

 .


<TABLE>

<CAPTION>

                                              General Acceptance Corporation

                                                   Statements of Income
                                                        (Unaudited)



THREE MONTHS ENDED SEPTEMBER 30,                    NINE MONTHS ENDED SEPTEMBER 30,
------------------------------------                -------------------------------                                  
<S>                                   <C>           <C>                              <C>          <C>           <C>
                                             1996                                           1995         1996          1995
                                      ------------                                   -----------  ------------  -----------
Revenues:
     Interest and discount            $ 7,036,378                                    $ 6,989,693  $20,528,071   $16,817,548
            Ancillary products            335,857                                         82,174    1,391,249       755,400
     Other                                748,733                                        390,360    1,578,890     1,129,285
                                      ------------                                   -----------  ------------  -----------
Total revenues                          8,120,968                                      7,462,227   23,498,210    18,702,233

Expenses:
     Interest                           2,184,597                                      1,619,654    6,661,289     4,282,860
     Salaries and employee benefits     2,275,135                                      1,403,935    6,575,416     3,405,495
     Marketing                            468,862                                        117,200      982,275       359,803
     Provision for credit losses        5,493,424                                        157,781    7,619,558       722,684
     Other                              1,628,764                                      1,466,563    4,411,814     3,574,322
 Total expenses                        12,050,782                                      4,765,133   26,250,352    12,345,164
                                      ------------                                   -----------  ------------  -----------
Income (loss) before income
     tax                               (3,929,814)                                     2,697,094   (2,752,142)    6,357,069
Income tax (benefit)                   (1,571,857)                                     1,078,590   (1,100,857)      563,000
Net income (loss)                     $(2,357,957)                                   $ 1,618,504  $(1,651,285)  $ 5,794,069
                                      ============                                   ===========  ============  ===========

                                      HISTORICAL                                     HISTORICAL   HISTORICAL    PRO FORMA
                                      ------------                                   -----------  ------------  -----------
Income (loss) before income
     tax                              $(3,929,814)                                   $ 2,697,094  $(2,752,142)  $ 6,357,069
Income tax (benefit)                   (1,571,857)                                     1,078,590   (1,100,857)    2,542,828
Net income (loss)                     $(2,357,957)                                   $ 1,618,504  $(1,651,285)  $          
                                                                                                                  3,814,241
                                                                                                                ===========

Net income per share                  $     (0.39)                                   $      0.27  $     (0.27)  $      0.68
                                                                                     ===========  ============  ===========

Weighted average shares outstanding
                                        6,022,000                                      6,078,839    6,022,000     5,630,569
                                      ============                                   ===========  ============  ===========
<FN>

  See  accompanying  notes

</TABLE>

 .

<PAGE>
<TABLE>

<CAPTION>

                                     General Acceptance Corporation

                                        Statements of Cash Flows
                                               (Unaudited)


<S>                                                      <C>            <C>
                                                                        NINE MONTHS ENDED SEPTEMBER 30,
                                                                        ---------------------------------
                                                                 1996                               1995 
                                                         -------------  ---------------------------------
OPERATING ACTIVITIES
Net income (loss)                                        $ (1,651,285)  $                      5,794,069 
Adjustments to reconcile net income to net
     cash provided by operating activities:
          Depreciation of property and equipment              488,699                            238,978 
          Amortization of deferred costs and revenues,
               net                                            122,932                           (390,856)
          Provision for credit losses                       7,619,558                            722,684 
          Deferred income tax                                     ---                         (1,300,000)
          Changes in operating assets and liabilities:
                Increase in other assets and
                     taxes receivable                      (1,359,682)                        (1,280,693)
                Increase in accounts payable
                     and accrued expenses                   3,724,286                            772,116 
Net cash provided by operating activities                   8,944,508                          4,556,298 

INVESTING ACTIVITIES
Cost of acquiring or originating contracts receivable     (61,290,599)                       (73,462,548)
Principal collected on contracts receivable                47,074,546                         17,534,011 
Purchases of property and equipment                        (1,307,752)                          (874,086)
Net cash used in investing activities                     (15,523,805)                       (56,802,623)


FINANCING ACTIVITIES
Borrowings on revolving line of credit                     79,477,381                         92,480,901 
Repayments of revolving line of credit                    (75,950,158)                       (57,200,406)
Borrowings on bank line                                     4,300,000                                --- 
Proceeds from issuance of common stock                            ---                         29,739,573 
Repayment of notes payable to related parties                     ---                         (2,956,998)
Dividends paid                                                    ---                         (9,459,666)
Net cash provided by financing activities                   7,827,223                         52,603,404 
                                                         -------------  ---------------------------------

Net increase in cash and cash equivalents                   1,247,926                            357,079 
Cash and cash equivalents at beginning of period              557,206                            304,185 
Cash and cash equivalents at end of period               $  1,805,132   $                        661,264 
                                                         =============  =================================
<FN>

             See  accompanying  notes.

</TABLE>




                        General Acceptance Corporation

                        Notes to Financial Statements
                                 (Unaudited)

                              September 30, 1996

Note  1.          Basis  of  Presentation

     The  accompanying  unaudited  financial  statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information  and  with  the  instructions  to  Form  10-Q  and  Article  10 of
Regulation  S-X.   Accordingly, they do not include all of the information and
footnotes  required  by  generally accepted accounting principles for complete
financial  statements.    In  the  opinion  of  management,  all  adjustments
(consisting of only normal recurring accruals) considered necessary for a fair
presentation  have  been  included.   Operating results for the three and nine
month  periods  ended September 30, 1996 are not necessarily indicative of the
results  that  may  be  expected  for  the year ending December 31, 1996.  The
balance  sheet  as  of  December  31,  1995  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,  1995.


Note  2.          Pro  Forma  Financial  Data

     Prior to the Company's initial public offering in April 1995, it was an S
Corporation  and  therefore  not  subject to income taxes.  Pro forma data are
therefore presented for 1995 to reflect a provision for income taxes as if the
Company  had  been subject to income taxes at an assumed combined rate of 40%.


Note  3.          Net  Income  Per  Share

     The  net  income  per share amounts for both 1996     periods and for the
three  months  ended  September  30,  1995,  are based on the weighted average
number  of  common  shares  and  dilutive common stock equivalents outstanding
during the periods.  The net income per share amount for the nine months ended
September 30, 1995, is based on the weighted average common shares outstanding
increased  by  the number of shares (assumed issued at $17.00 per share) whose
proceeds  would  have  been used to fund distributable S Corporation earnings.


Note  4.          Bank  Line  of  Credit

     During  the  third  quarter  of  1996 the Company obtained a $4.5 million
revolving line of credit with a bank.  Borrowings under the line of credit are
secured  by  repossessions  and purchased and trade automobile inventory.  The
line  of credit bears interest at the bank's prime rate (8.25% as of September
30,  1996)  and  expires  April 30, 1997.  Borrowings under the line were $4.3
million  as  of  September  30,  1996.



<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>
                                     SEPTEMBER 30,    DECEMBER 31,
                                               1996            1995 
                                     ---------------  --------------
Contractually scheduled payments     $  156,845,519   $ 165,865,851 
Add (deduct):
     Unearned interest income           (32,255,229)    (36,920,628)
     Accrued interest income                537,962         298,059 
     Unearned insurance commissions         (30,201)       (128,718)
     Net deferred acquisition costs          79,374         278,106 
                                     ---------------  --------------
Contracts receivable                    125,177,425     129,392,670 
Allowance and discount available
     for credit losses                  (16,175,296)    (19,512,815)
Contracts receivable, net            $  109,002,129   $ 109,879,855 
                                     ===============  ==============
</TABLE>


<TABLE>

<CAPTION>

     Changes  in  the  components  of  amounts available for credit losses during the three and nine
month  periods  ended  September  30,  1996  are  presented  below.


<S>                         <C>                       <C>                              <C>
                                                      DEALER PARTICIPATION RESERVES
                            ALLOWANCE AND DISCOUNT
                                                                                       TOTAL
                                                                                       -------------
Balance December 31, 1995   $            19,512,815   $                    1,865,681   $ 21,378,496 
Additions                                12,550,274                        3,450,240     16,000,514 
Charge-offs, net                        (15,887,793)                      (2,888,571)   (18,776,364)
Balance September 30, 1996  $            16,175,296   $                    2,427,350   $ 18,602,646 
                                                      ===============================  =============

Balance June 30, 1996                    12,949,984                        1,877,695     14,827,679 
Additions                                 7,089,898                        1,268,996      8,358,894 
Charge-offs, net                         (3,864,586)                        (719,341)    (4,583,927)
                            ------------------------  -------------------------------  -------------
Balance September 30, 1996  $            16,175,296   $                    2,427,350   $ 18,602,646 
                            ========================  ===============================  =============
</TABLE>


<TABLE>

<CAPTION>

     Information  on the Company's total available for credit losses and delinquency
ratio  is  presented  below.


<S>                                          <C>                  <C>
                                             SEPTEMBER 30, 1996   DECEMBER 31, 1995
                                             -------------------  ------------------
Total available for credit losses as a
     percentage of contracts receivable (1)               14.86%              16.50%
Delinquency ratio (2)                                      1.67%               3.60%
<FN>

(1)         Total available for credit losses is defined as the sum of allowance and
discount available for credit losses and dealer participation reserves available for
credit  losses.
(2)          Delinquency ratio is defined as contracts receivable, gross relating to
contracts  which  were  contractually  past  due 60 days or more, as a percentage of
</TABLE>


THREE  AND  NINE MONTH PERIODS ENDED SEPTEMBER 30, 1996, COMPARED TO THREE AND
NINE  MONTH  PERIODS  ENDED  SEPTEMBER  30,  1995

Revenues

     Interest  and  discount revenue remained flat at $7.0 million in both the
third quarter of 1995 and 1996, and increased from $16.8 million for the first
nine  months  of  1995  to  $20.5  million  for  the same period of 1996.  The
increase  in the first nine months of 1996 over the comparable 1995 period was
due  primarily to a higher level of contracts receivable owned by the Company,
particularly  during  the  early  part  of  1996,  partially offset by a lower
average  yield  on  the  contracts.    As  of  September  30,  1996, contracts
receivable  totaled  $125.2  million  as  compared  to  $124.6  million  as of
September  30,  1995.    The number of active dealers (defined as dealers from
whom  the Company purchased a contract that was outstanding as of the end of a
period)  was  1,460  as  of  September  30,  1996  as  compared to 1,145 as of
September  30,  1995.

     The  average  yield on contracts receivable for the third quarter of 1995
was 24.2% compared to 22.2% for the same period of 1996, and was 24.0% for the
first  nine months of 1995 compared to 21.7% for the same period of 1996.  The
lower  yields  in  both 1996 periods as compared to the same 1995 periods were
due  primarily  to  the  Company's decision, effective May 1995, to enter into
agreements  with  its  dealers  to  apply  the difference, if any, between the
contract  interest  rate and the rate estimated by the Company as necessary to
produce  a  satisfactory  return  on  the  contract, to a dealer participation
reserve  available  for  credit  losses.    The  average  yield  on  contracts
receivable  is expected to remain in the 21-22% range through the end of 1996.

     Ancillary  products  revenue increased from $82,000 for the third quarter
of  1995 to $336,000 for the same period of 1996, or 308.7%, and from $755,000
for the first nine months of 1995 to $1.4 million for the same period of 1996,
or  84.2%.    The  increase  in  the third quarter of 1996 over the comparable
period of 1995 was primarily due to increased net revenues from a secured Visa
credit  card  offered by the Company as co-brander and, to a lesser extent, to
an  increase  in revenues from a warranty program offered by the Company.  The
increase  in  ancillary  products revenue for the first nine months of 1996 as
compared  to  the  same  period of 1995 was due to an increase in net revenues
from  the  secured  Visa  credit  card and to an increase in revenues from the
warranty  program  offered  by  the Company, partially offset by the Company's
decision  to  discontinue offering, effective March 22, 1995, a Gap protection
product  as  a  result  of  regulatory  uncertainties surrounding the product.

     For the first nine months of 1996, the secured Visa credit card, together
with  another  product  with  which  it is packaged, generated net revenues of
approximately  $776,000.    These net revenues were primarily derived from the
sale  of  the  product  package  to  customers  who  currently  have contracts
outstanding  with  the Company.  It is expected that net revenues derived from
the  sale  of  this  product package to customers who currently have contracts
outstanding  with  the  Company  will  be  lower in 1997 than in 1996.  In the
fourth  quarter  of  1996,  the  Company  began marketing a similar program to
consumers who do not have contracts outstanding with the Company.  The success
of  this  program  can  not  yet  be  estimated.

     Other  revenues  increased from $390,000 for the third quarter of 1995 to
$749,000  for  the  same  period  of  1996,  or 91.8%, and increased from $1.1
million  for the first nine months of 1995 to $1.6 million for the same period
of  1996,  of  39.8%.    The  increase  in  the third quarter of 1996 from the
comparable period of 1995 was due to higher gross profit generated by the sale
of  purchased  and  trade inventory at the GAC sales lots, partially offset by
lower  training  fees  earned by the Company.  The increase for the first nine
months  of  1996  from  the  comparable period of 1995 was due to higher gross
profit generated by the sale of purchased and trade inventory at the GAC sales
lots,  and  to  a  $250,000  reduction  in  the  special reserve for losses on
receivables  from a dealer as a result of the reduction of amounts owed to the
Company  by that dealer, partially offset by lower training fees earned by the
Company.   Effective January 1, 1996, the training fee was replaced with a $35
per contract training and processing fee, which is deferred and amortized into
income  over  the  estimated  average  life  of  the  contracts.  The previous
training  fee,  charged  for  new  dealers  in  a  $2,500 lump sum or $100 per
contract  for  the  first 35 contracts, was recognized as income upon receipt.


Expenses

     Interest  expense  increased  from  $1.6 million for the third quarter of
1995  to  $2.2  million  for  the same period of 1996, or 34.9%, and from $4.3
million  for the first nine months of 1995 to $6.7 million for the same period
of  1996,  or  55.5%.    The  increase  in  the third quarter of 1996 over the
comparable  1995  period  was  due  to  the higher average level of borrowings
required  to  fund  the  higher  level  of  contracts  receivable in 1996, and
interest on borrowings under a new bank line of credit closed during the third
quarter of 1996, partially offset by a lower interest rate environment in 1996
as  compared to 1995.  The increase for the first nine months of 1996 over the
comparable  period  of  1995 was due to the higher average level of borrowings
required to fund the higher level of contracts receivable in 1996, an increase
in the interest rate charged by the Company's primary lender for borrowings on
the line of credit from LIBOR plus 3.0% to LIBOR plus 4.0% for the period from
March  15,  1996  to  June 30, 1996, partially offset by a lower interest rate
environment  in  1996  compared  to 1995.  Average borrowings on the Company's
$100.0  million  revolving  line  of  credit with GE Capital (the "Line") were
$76.2  million for the third quarter of 1995 compared to $97.2 million for the
same  period  of  1996,  and  $61.7  million for the first nine months of 1995
compared  to  $97.1  million for the same period of 1996.  As of September 30,
1996,  the interest rate on the Line was LIBOR plus 3.0%, which was equivalent
to  8.43%.   See "Liquidity and Capital Resources" for additional information.

     Salaries  and employee benefits increased from $1.4 million for the third
quarter  of  1995  to  $2.3 million for the same period of 1996, or 62.1%, and
from  $3.4  million  for the first nine months of 1995 to $6.6 million for the
same  period  of 1996, or 93.1%.  The increases were due to an increase in the
number  of full time equivalent employees from 227 as of September 30, 1995 to
376  as of September 30, 1996.  The increase in full time equivalent employees
was  attributable  to  the  development  and  staffing of the Company's branch
offices  and  GAC sales lots and, to a lesser extent, to additional management
and  headquarters  support  personnel.

     Marketing  costs increased from $117,000 for the third quarter of 1995 to
$469,000  for  the  same  period of 1996, or 300.1%, and from $360,000 for the
first nine months of 1995 to $982,000 for the same period of 1996, or 173.0%. 
The  increase  in both periods of 1996 over the comparable periods of 1995 was
due  to increased advertising for the GAC sales lots and to increased expenses
associated  with  promoting  the  Company's  secured Visa credit card program.

     The  provision  for  credit  losses increased from $158,000 for the third
quarter of 1995 to $5.5 million for the same period of 1996, and from $723,000
for the first nine months of 1995 to $7.6 million for the same period of 1996.
 In  the third quarter and first nine months of 1995, the provision for credit
losses  consisted entirely of amounts provided for contracts originated at the
GAC  sales  lots.  As there is no discount associated with these contracts, in
order  to develop an allowance for future losses a charge directly to earnings
was  required.    The increase in the provision for credit losses in the third
quarter  and  first  nine  months  of 1996, as compared to the same periods of
1995,  relates primarily to the Company's strategic decision to accelerate the
disposal,  primarily  through  auto  auctions, of a significant portion of its
repossession  inventory,  and  to  a lesser extent, to an additional provision
deemed  necessary  related  to contracts purchased from dealers to restore the
allowance and discount for credit losses to an acceptable level, as well as to
an  increased  volume  of  contracts  originated  by  the GAC sales lots.  The
additional  provision  for credit losses to restore the allowance and discount
for  credit  losses to an acceptable level in the third quarter and first nine
months of 1996 was due primarily to net charge-offs experienced by the Company
during  the third quarter of 1996, which although lower than in prior quarters
of  1996,  were  higher  than  anticipated.

     Until  the  third quarter of 1996 it was the Company's policy to maximize
recoveries  from  its  repossessed  vehicles  by  selling  the majority of the
vehicles  at  retail  through  its  GAC sales lots.  It became apparent in the
third  quarter  of  1996  that the GAC sales lots would not be able to quickly
dispose of the vehicles repossessed earlier in 1996.  In order to more quickly
realize  the  value  of  that  inventory  and  use  the  funds to purchase new
contracts, an initiative was undertaken to dispose of approximately 30% of the
vehicle  inventory  through  wholesale channels before the end of 1996.  While
this  method  will achieve a more rapid disposition of the inventory, proceeds
from  sale  will  also  be  reduced.  The loss provision recorded in the third
quarter reflects management's estimate of the reduced amount anticipated to be
recovered  from  existing  repossession  inventory  that  will  be disposed of
through wholesale channels.  Upon completion of this process by the end of the
fourth  quarter of 1996, the Company intends to retail an increased percentage
of  the  vehicles  it  repossesses through its expanded GAC sales lot network.

     The  credit  quality  of  the Company's portfolio of contracts receivable
continued  to  improve  during  the  third  quarter  as evidenced by lower net
charge-offs  than  in  prior  quarters  of  1996.   This improvement in credit
quality  was  in  part  achieved  by  the tightening of underwriting standards
effective  January 1, 1996. The total available for credit losses as a percent
of  contracts  receivable  was  14.86%  as  of September 30, 1996, compared to
12.07%  as  of  June  30,  1996,  14.29% as of March 31, 1996 and 16.50% as of
December  31,  1995.    Net charge-offs in the third quarter of 1996 were $4.6
million,  compared  to  $6.2  million  in  the second quarter of 1996 and $8.0
million  in  the  first  quarter  of  1996.   The Company's 60-day contractual
delinquency  ratio was 1.67% as of September 30, 1996, compared to 1.68% as of
June  30, 1996, 1.72% as of March 31, 1996, and 3.60% as of December 31, 1995.

     Other  expenses increased from $1.5 million for the third quarter of 1995
to  $1.6  million for the same period of 1996, or 11.1%, and from $3.6 million
for the first nine months of 1995 to $4.4 million for the same period of 1996,
or  23.4%.  The increase in both 1996 periods over the comparable 1995 periods
was  attributable  to  higher costs associated with a larger network of branch
offices  and  GAC  sales lots, including higher rent and depreciation expense.

     As  a result of the foregoing factors, pre-tax income decreased from $2.7
million  for  the  third quarter of 1995 to a ($3.9 million) loss for the same
period  of  1996, and from $6.4 million for the first nine months of 1995 to a
($2.8  million)  loss  for  the  same  period  of  1996.

     Income  tax  expense  was  $1.1  million  for  the  third quarter of 1995
compared to a credit of $1.6 million for the same period of 1996, and was $2.5
million  on  a pro forma basis for the first nine months of 1995 compared to a
credit  of  $1.1 million for the same period of 1996.  In conjunction with the
initial  public  offering  of  its  shares,  the  Company  terminated  its  S
Corporation  status,  and  as  a  result,  became subject to federal and state
corporate income taxation from April 10, 1995 forward.  For both 1996 periods,
the  income tax credit was recorded at a combined federal and state income tax
rate  of  40%.  For the third quarter of 1995, income tax expense was recorded
at  a  combined  federal  and  state  income  tax rate of 40%.  The income tax
expense  recorded  for  the  first nine months of 1995 is the result of a $1.3
million tax credit related to cumulative temporary differences as of April 10,
1995,  partially  offset  by a $737,000 expense representing income taxes at a
combined  federal  and  state income tax rate of 40% for the period from April
10,  1995  through  September  30,  1995.


LIQUIDITY  AND  CAPITAL  RESOURCES

     The Company's principal need for cash is to fund advances made to dealers
in  connection  with the acquisition of contracts.  Cash used for this purpose
was  $73.5 million for the first nine months of 1995 compared to $61.3 million
for  the  same  period  of 1996.  During 1996, the Company funded its contract
purchases  with  borrowings on the Line.  The Line provides for interest at an
amount  over  the  one-month  LIBOR  rate (which was 5.43% as of September 30,
1996).  This amount was 3.0% through September 30, 1996, except for the period
from March 15, 1996 to June 30, 1996, when it was 4.0%.  Effective October 30,
1996,  the amount increased to 3.75%.  As of September 30, 1996, borrowings on
the  Line  were  $97.7  million.

     During  the  fourth  quarter  of  1995,  the  Company experienced sharply
increased  loan  losses  and  delinquency  rates,  which exceeded certain loan
covenant  requirements.  Accordingly, on January 17, 1996, GE Capital notified
the  Company  of  an  event  of  default under its loan and security agreement
("Agreement").   GE Capital continued to fund the Company under the Line while
the  Company  and GE Capital negotiated a mutually acceptable plan of action. 
On  March  20, 1996, GE Capital and the Company signed a letter agreement (the
"Forbearance  Agreement")  under which, assuming no further events of default,
GE  Capital  agreed  to forbear from exercising its rights under the Agreement
through  December  31,  1996, subject to the Company meeting certain terms and
conditions.    Since  signing  of  the  Forbearance Agreement, the Company has
complied  with  all  its  terms  and  conditions, except that during the first
quarter  of  1996, net charge-offs exceeded maximum permitted levels under the
Forbearance  Agreement.  The higher than permitted net charge-offs were due to
the  Company's  aggressive collection efforts during the first quarter of 1996
which  were successful in producing substantial declines in delinquency rates,
but  resulted  also  in  higher  than anticipated net charge-offs.  GE Capital
provided  the Company with a letter which amends the maximum charge-off levels
in  the  Forbearance  Agreement,  and with which the Company is in compliance.

In  conjunction  with  the Company's initiative to dispose of a portion of its
repossession  inventory through wholesale channels, the Company requested, and
GE  Capital  provided  on  October  29,  1996,  a  letter further amending the
Forbearance  Agreement  to  provide  for  anticipated  fourth  quarter  1996
charge-offs which would have otherwise exceeded permitted levels.  As a result
of  the  amendment  to  the  Forbearance  Agreement, GE Capital has elected to
continue  the  Forbearance  Agreement,  which  runs through December 31, 1996,
rather  than  amending and increasing the Line, and as a result, the Company's
growth  will  be  curtailed  into  the first quarter of 1997 while the Company
works  toward  its  first securitization.  Based on the aforementioned funding
limitations,  the  Company  expects  that its contracts receivable will remain
near  current  levels  during  the  fourth  quarter of 1996 and into the first
quarter  of  1997.    If the Company and GE Capital do not agree on a mutually
acceptable  loan  agreement  to  supersede  the  Agreement and the Forbearance
Agreement, and if the Company is not successful in completing a securitization
of  a  portion  of  its  contracts  receivable, there is no assurance that the
Company  will  be  successful  in  locating  additional  financing.

     As  a  result  of  the  Company's increased collection efforts during the
first nine months of 1996, repossession inventory grew from $5.2 million as of
December  31,  1995  to $11.4 million as of September 30, 1996, an increase of
$6.2  million.    Repossession  inventory is expected to decline significantly
during  the  fourth  quarter  of  1996  as  a result of an acceleration in the
Company's  sales  efforts,  both  retail  and  wholesale.  In August 1996, the
Company  obtained  a  $4.5  million  revolving  line  of  credit with a bank. 
Borrowings  under the line are secured by repossession and purchased and trade
automobile  inventory.   The line of credit bears interest at the bank's prime
rate  (8.25% as of September 30, 1996) and expires April 30, 1997.  Borrowings
under  the  line  were  $4.3  million  as  of  September  30,  1996.

On  October 15, 1996, the Company borrowed $1.0 million from Malvin L. Algood,
its Chairman, Chief Executive Officer and a significant shareholder.  The loan
is  unsecured,  and  bears  interest  at  12% per annum.  Although the loan is
payable  upon demand, Mr. Algood's intention is to not request repayment until
such  time as the Company has completed the securitization of a portion of its
contracts  receivable  portfolio.    Subsequent  to  the  date of the loan, in
conjunction  with  the October 29, 1996 amendment to the Forbearance Agreement
granted  by GE Capital, Mr. Algood agreed to subordinate repayment of the note
to  GE Capital  until the earlier of (i) the completion of a securitization of
a  portion  of  the  Company's  contracts  receivable  portfolio,  or (ii) the
execution  of  a  new  loan  agreement  between  the  Company  and GE Capital.



FORWARD-LOOKING  STATEMENTS

     This  report  contains "forward-looking statements" within the meaning of
the  Private  Securities  Litigation Reform Act of 1995.  Such forward-looking
statements  include  statements  about the Company's expected average yield on
contracts,  its  expected  revenues to be derived from the sale of Visa credit
cards,  its expected charge-offs to be incurred in the fourth quarter of 1996,
the  Company's ability to complete its first securitization, and other phrases
characterized  by  "expects"  or  "expected."  These statements, and any other
forward  looking  statements  included  herein, are subject to risk, including
risks  outside  of  the  Company's  control,  that could cause results to vary
materially  from the statements set forth herein.  The Company's average yield
on  contracts  may  vary  depending  on such factors as actual interest rates,
general economic conditions and competition for such contracts.  The Company's
expected  fourth  quarter  results may vary depending on factors including the
Company's  ability  to execute its internal underwriting and production goals,
to timely dispose of repossessed vehicles, the number of repossessions made by
the  Company  as  well  as factors outside the Company's control.  Also, there
can  be  no  assurance  that  the  Company  will  be  able  to  close  on  the
securitization due to any number of factors including the negotiation of terms
and  pricing  acceptable  to the Company, market conditions and the economy in
general.



<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

     None.


ITEM  5.          OTHER  INFORMATION

     None.


ITEM  6.          EXHIBITS  AND  REPORTS  ON  FORM  8-K

a)          Exhibits

10.66     Revolving Loan and Security Agreement dated August 27, 1996, between
Fifth  and
          Third  Bank  of  Central Indiana and General Acceptance Corporation.

10.67       Promissory Note dated October 15, 1996, in the principal amount of
$1  million  payable
         by  General  Acceptance  Corporation  to  Malvin  L.  Algood.

10.68        Letter Agreement dated October 29, 1996, between General Electric
Capital  Corporation
          and  General  Acceptance  Corporation.

11.1              Statement  Re:  Computation  of  Per  Share  Earnings.

27.0              Financial  Data  Schedule.


b)         The Company did not file any reports on Form 8-K during the quarter
ended  September  30,  1996.







<TABLE>

<CAPTION>

                                  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.



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



Date  November 13, 1996  /s/  Russell E. Algood
      -----------------  ------------------------------
                         Russell. E. Algood
                         President and
                         Chief Operating Officer


Date  November 13, 1996  /s/  Martin C. Bozarth
      -----------------  ------------------------------
                         Martin C. Bozarth
                         Chief Financial Officer


</TABLE>