Supplement Dated March 22,2001                                    Rule 424(b)(3)
(To Prospectus Dated February 20, 2001)                       File No. 333-55440

                        Medium-Term Notes - Floating Rate

Agent:                       Lehman Brothers
Principal Amount:            $25,000,000.00
Agent's Discount
  or Commission:             $23,750.00
Net Proceeds to Company:     $24,976,250.00
Initial Interest Rate:       Reset on the Issue Date (also an Interest
                             Reset Date).
Issue Date:                  03/27/01
Maturity Date:               03/27/03
Calculation Agent:  GMAC

Interest Calculation:
         /X/  Regular Floating Rate Note

      Interest Rate Basis: / / CD Rate             / / Commercial Paper Rate
                           / / Prime Rate          /X/ Federal Funds Rate
                           / / LIBOR (see below)   / / Treasury Rate
                           / / Other
                           (see attached)

      If LIBOR, Designated LIBOR Page / / Reuters Page: / / or
        / / Telerate Page: 3750

Interest Reset Dates:   Each Business Day to but excluding Maturity Date,
                        commencing March 27, 2001.

Interest Payment Dates: Each March 27, June 27, September 27, and
                        December 27 commencing on June 27, 2001 and ending March
                        27, 2003.

Index Maturity:         1 day
Spread (+/-):           +.68%

Day Count Convention:
      /X/ Actual/360 for the period from 03/27/01 to 03/27/03
      / / Actual/Actual for the period from / / to / /
      / / 30/360 for the period from / / to / /

      /X/ The Notes cannot be redeemed prior to the Stated Maturity Date.
      / / The Notes may be redeemed prior to Stated Maturity Date.
      / / Initial Redemption Date:
          Initial Redemption Percentage: ___%

          Annual Redemption Percentage Reduction:  ___% until Redemption
          Percentage is 100% of the Principal Amount.

      /X/ The Notes cannot be repaid prior to the Maturity Date.
      / / The Notes can be repaid prior to the Maturity Date at the option of
          the holder of the Notes. (See Below)
      / / Optional Repayment Date(s):

          Repayment Price:    %

      Specified Currency: U.S. (If other than U.S. dollars, see attached)
      Minimum Denominations: ___________ (Applicable only if Specified
      Currency is other than U.S. dollars)

Original Issue Discount:  / / Yes     /X/ No
      Total Amount of OID:            Yield to Maturity:
      Initial Accrual Period:

Form:   /X/  Book-Entry                / /  Certificated

Other: /X/  Principal                 / /  Agent

                                   OTHER TERMS

         The Interest  Determination  Date with respect to each  Interest  Reset
Date will be the Business Day  immediately  preceding  such Interest Reset Date.
The  Federal  Funds Rate for each  Interest  Period  will be  determined  by the
Calculation   Agent  (as  defined  below)  in  accordance   with  the  following

         Interest  payable on the Notes will include  interest  accrued from and
including the Issue Date or from and including the last Interest Payment Date to
which interest has been paid to, but  excluding,  the next  succeeding  Interest
Payment Date, or Maturity Date, as the case may be.

         All  calculations  made by the  Calculation  Agent  in the  absence  of
manifest  error shall be conclusive  for all purposes and binding on the Company
and the holders of the Notes.