Washington, D.C. 20549

                                    FORM 8-K

                    THE SECURITIES AND EXCHANGE ACT OF 1934

          Date of report (Date of Earliest Event Reported: (08-17-01)

              (Exact name of registrant specified in its charter)

         (State or other jurisdiction of incorporation or organization)

              1-3754                            38-0572512
    ----------------------------  -------------------------------------------
       (Commission File No.)         (I.R.S. Employer Identification No.)

              200 Renaissance Center, Detroit, Michigan 48265-2000

              (Registrant's telephone number, including area code)


                  S & P and Moody's Places GMAC on CreditWatch

On August 17, 2001, Standard & Poor's placed its ratings on General Motors Corp.
(GM)  and its  related  entities  on  CreditWatch  with  negative  implications.
Included in the  CreditWatch  placement  is the  finance  unit,  General  Motors
Acceptance Corp.

Excerpts from that announcement follows:

The CreditWatch  placement  reflects Standard & Poor's heightened  concern about
the long-range profit potential of the automaker.  To date this year, automotive
demand in their core North American market has been far stronger than previously
assumed.  Yet, price competition has intensified  dramatically,  and the company
has  experienced  substantial  market  share  erosion.  At the same time,  their
efforts  to  reduce  costs  have  been   inadequate   to  offset  these  adverse
developments.  Hence,  their  profitability  in North  America has  deteriorated
significantly  - boding  ill for their  financial  performance  if a  cyclically
weaker  market  environment  were  to  unfold.   Moreover,   given  the  ongoing
proliferation of competing  product  entries,  the company faces the prospect of
diminished  earnings  contributions from their sport utility vehicles and pickup
trucks,  which have  accounted for a  disproportionately  large share of overall

General Motors has made significant gains in labor productivity in recent years,
and has recently  enjoyed a measure of success with certain  important new sport
utilities and pickups. However, GM continues to be burdened by an overly complex
brand structure and product mix, and by a legacy of lackluster styling.

GM is diversified  geographically,  however, their non-North American automotive
operations are presently not meaningful  contributors  to earnings or cash flow,
and this is likely  to remain  the case for the next few  years.  GM's  European
operations  have  generated  heavy losses since  mid-2000,  and  management  has
indicated that an extensive restructuring plan is currently being developed. The
economic  environment  in Latin America is  deteriorating,  and this will likely
preclude further recovery of the important Brazilian market.  Moreover,  certain
underperforming  affiliates  -- Isuzu  Motors Ltd.  (49% owned by GM) - are also
having a negative impact on results.

Weaker  operating cash flow,  coupled with  acquisitions  and  distributions  to
shareholders of the past two years, have resulted in a significant  reduction in
the liquidity  position of GM. GM may be able to monetize its  approximately 30%
ownership  interest  in  Hughes  Electronics  Corp.,  which it is  currently  in
negotiations  to  sell.  Still,  overall  financial  flexibility  remains  above
average.  If their commercial paper ratings were downgraded to 'A-2' from 'A-1',
which would  likely occur along with any  lowering of their  long-term  ratings,
Standard  &  Poor's  expects  that  GM  would  be able  to  make  any  necessary
adjustments to their funding  approaches.  Indeed, the company has already acted
this year to reduce their reliance on commercial paper borrowings.

As part of its review,  Standard & Poor's intends to meet with the management of
the company,  to reassess  their  strategies  for coping with  present  business
challenges, and for maintaining financial flexibility. Standard & Poor's expects
to resolve this review by late October.


General Motors Acceptance Corp.
  Corporate credit rating                   A
  Short-term corporate credit rating        A-1
  Senior unsecured debt                     A
  Commercial paper                          A-1

In  addition,  Moody's  Investors  Service also  reviewed  the A2 long-term  and
Prime-1 short-term ratings of both GM and GMAC for possible downgrade.

Excerpts from that announcement follows:

GMAC's  ratings are closely  linked  with GM's given the  interrelationship  and
business  ties  between the two  companies.  GMAC's  principal  franchise  is to
support  the sales of GM  vehicles  by  providing  dealer and retail  financing.
GMAC's  subsidiaries  are also key  players in the  residential  and  commercial
mortgage  markets.  In addition,  to analyzing the overall credit impact of GM's
position  through this challenging  market,  the review of GMAC will address the
finance company's operating and financial position going forward.

Moody's  believes  that  GMAC is a  well-managed,  prudently-positioned  finance
company,  with demonstrated  funding flexibility to support both its debt-paying
ability and its ongoing business  operations through market stresses.  According
to the rating agency, the finance company has investor acceptance in many of the
most liquid  structured  finance  markets,  and has  demonstrated the ability to
shift debt-composition  profile. Moody's review will also evaluate how GMAC will
be pressured by weakness in the auto market:  the borrower  quality mix may have
peaked,  GM's new car  volumes  and  pricing  are  suffering,  and the  residual
valuations on off-lease vehicles have been declining.


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has  duly  caused  this  report  to be  signed  on  its  behalf  the
undersigned hereunto duly authorized.

                                           GENERAL MOTORS ACCEPTANCE CORPORATION

Dated:  August 17, 2001                    By  s/  GERALD E. GROSS
                                           (Gerald E. Gross, Controller)